Crypto and Web3 start-up lawyers in France

How a Web3 project moves forward: four stages

Crypto projects that need no authorisation of their own share one difficulty: no single text governs them. Depending on how the product works, they fall under the MiCA Regulation, gambling law, consumer law, advertising rules, or several of these at once. We work in four stages, from the first conversation to ongoing support.

These stages apply to a project in preparation as much as to one already live. For a live project, the first stage becomes an audit of the product as it runs, and the next three fix what needs fixing without interrupting the business.

Qualify: which regime applies to your model?

Qualification is the decisive stage. It starts from the product, not from the texts: who holds the assets, who receives the funds, what users buy, what they hope to win, who speaks to the public. The answers determine the regime, and several regimes often apply at once. We carry it out through document review and workshops, then set it down in a written analysis that serves as the reference for the rest of the project and, if you wish, for your investors or partners.

Four types of project come up most often. For each, one question drives the answer.

Three positions guide our reading of these models.

The MiCA exclusion for NFTs has limits

Regulation (EU) 2023/1114 (MiCA) does not apply to crypto-assets that are unique and not fungible with other crypto-assets (Article 2(3)). Recitals 10 and 11, however, set two limits. Fractional parts of an NFT are not unique. A large collection whose tokens are interchangeable may fall within MiCA despite the label. Qualification is carried out token by token, in light of actual use.

Only genuine decentralisation falls outside MiCA

Recital 22 of MiCA excludes services provided in a fully decentralised manner without any intermediary. A protocol whose team holds admin keys, collects fees, operates the interface or sets the parameters does not meet that test. We help projects assess how decentralised they really are and document their governance, rather than claim an exclusion the regulator will not accept.

Random mechanics usually fall under gambling law

The French Internal Security Code (CSI) prohibits lotteries (Article L. 320-1) and defines them broadly: an offer to the public, the hope of a gain, a financial outlay by the player and an element of chance, even partial (Article L. 320-6). A paid booster pack, a prize wheel, a loot box or a draw involving resellable items quickly meets that definition. The SREN Act (Law No 2024-449 of 21 May 2024 on securing and regulating the digital space) opens, on an experimental basis, a prior-declaration regime with the ANJ (Autorité nationale des jeux, the French gaming regulator) for games with monetisable digital objects (JONUM). Between the prohibition and this regime, the line depends on how the game works, and we draw it with you.

Structure: token, fundraising and SAFT

Many Web3 projects fund their development with a token rather than equity. That choice has immediate regulatory consequences.

The token itself must first be qualified: utility token, asset-referenced token, e-money token, or financial instrument, in which case securities law applies instead of MiCA. An offer to the public of a token within MiCA requires a crypto-asset white paper notified to the AMF (Autorité des marchés financiers, the French financial markets authority), unless an exemption applies. The firm handles this part of the project too, from token qualification to drafting and notifying the white paper: it lies at the core of its work for crypto-asset issuers.

Selling future tokens to investors under a SAFT (Simple Agreement for Future Tokens) calls for particular care. Depending on its terms, it may already amount to an offer to the public under MiCA, or create a right that qualifies as a financial instrument. It must also fit with any equity round, whether a capital increase or a BSA-AIR (a French instrument comparable to a SAFE), and with the documents given to investors. We draft and negotiate these contracts in line with the token’s qualification, so that the fundraising does not contradict the model the project defends.

Launch: contracts, policies and regulated partners

A project that operates without authorisation is not a project without rules. At launch, three workstreams recur.

Contractual and compliance framework

The terms and conditions and the privacy policy define what users buy, what they may do with it and what the project owes them. They must comply with consumer law (pre-contractual information, the right of withdrawal for distance contracts, unfair terms) and with the General Data Protection Regulation (GDPR). Depending on the model, they are supplemented by a marketing policy, measures to protect minors, a licence for the content attached to NFTs, game rules or a conflicts of interest policy. We draft these documents on the basis of the qualification, so that they say the same thing as the product.

Relations with regulated firms

Almost every Web3 project relies on authorised providers: a crypto-asset service provider (CASP) for custody, exchange or listing of the token, a payment or electronic money institution for euro flows, an on-ramp and off-ramp between fiat currency and crypto-assets. These partners ask the project for a legal analysis of its token or model before listing it, and their contracts allocate regulatory obligations between the parties. We draft these opinions and negotiate these contracts knowing what both sides expect: the firm also advises CASPs and payment institutions on their authorisation and compliance.

Marketing

Promoting a token or a crypto service follows specific rules: the content of marketing communications under MiCA, the French Act of 9 June 2023 on commercial influence (Law No 2023-451), and the rules on démarchage (unsolicited financial solicitation under French law). A project promoting its own product and a media outlet or influencer paid to talk about it do not have the same obligations. The firm advises both: influencers, media outlets and affiliates in their partnerships, and providers based outside France in their advertising to the French public.

What if your project needs authorisation after all?

Qualification sometimes concludes that the model cannot work without authorisation: the project holds its users’ assets, receives their funds, issues a token pegged to a currency or asks players to stake money for a chance to win. Three questions help spot this early.

ORWL Avocats also supports the project beyond its regulatory qualification. On tax, the firm deals with the taxation of the company, of its founders and of tokens allocated to the team or the community (Tax law, in French). It advises on data protection (GDPR, Digital Services Act), intellectual property in content and IT contracts (IP/IT/Data, in French). It also advises studios and projects based outside France that target French users (Serving the French crypto market from abroad).

Staying compliant: long-term support

A Web3 project changes fast: a new feature, a new token, a new market, a new partner. Each change can shift the qualification. We work with projects over the long term: a review at each product change, monitoring of legislation and of regulators’ positions, updates to contracts and policies, preparation of an authorisation application when growth requires it.

This support takes the form the project prefers: one-off exchanges at each stage, or regular follow-up with a contact who knows the product and its history.

Why work with ORWL Avocats?

Since its founding in 2018, ORWL Avocats has advised large-scale Web3 projects: game operators, trading card publishers, marketplaces, decentralised finance protocols, content and technical platforms, crypto media. The firm works with large companies launching a crypto business as much as with start-ups on their first product, with the responsiveness that innovative projects require. It is ranked by Chambers FinTech and Leaders League.

A lawyer gives these projects what a consultant cannot: a legal qualification for which the lawyer is professionally liable, professional secrecy over a product that is still confidential, and the ability to take the matter before the regulator or a court if needed. ORWL adds its specialisation: close knowledge of the sector and its texts, working relationships with the AMF, the ACPR (Autorité de contrôle prudentiel et de résolution, the French prudential supervisor) and the ANJ, involvement in industry working groups, and a network of regulated, technical and financial partners that the firm brings in for its clients.

A partner leads every matter, from the first qualification to long-term support.