Last Updated on April 5, 2025 by Patrick Camuso, CPA
Are you a Web3 startup preparing for a Token Generation Event (TGE)?
This quick guide covers the essential tax and accounting considerations to help you avoid costly mistakes and maximize the financial benefits of your token launch.
A Token Generation Event is a critical milestone for Web3 projects, where a project issues its native token on the blockchain and makes it publicly available to market participants. But the complexities around tax, accounting, and legal implications can make or break the success of a TGE. To ensure your TGE is seamless and compliant, this post will break down the key points you need to know.
Legal Entity Structure & Jurisdictions: Where Are You Operating?
Before launching your token, the first critical step is setting up the right legal entity structure in the proper jurisdiction. Your tax and accounting obligations will depend on where your company is operating from and where the token is issued. Most Web3 startups don’t use a single entity. Instead, it’s common to see multiple entities involved, such as:
- Operating Entity in the US: Often set up in Delaware for its business-friendly laws.
- Token Issuing Entity Offshore: Typically established in jurisdictions like the British Virgin Islands (BVI) or Panama.
By having different entities, each performing specific roles (such as issuing tokens or managing operations), you can optimize your tax exposure. However, this structure also brings complexities. Your tax and accounting team, along with legal advisors, need to be involved in these decisions from the start.
Revenue or Deferred Revenue? Understanding Token Classification
When you issue a utility token, its classification will heavily impact both accounting and tax reporting. Utility tokens generally fall into two categories:
- Revenue or Deferred Revenue: Most tokens are treated as revenue or deferred revenue, depending on the utility provided and the timing of that utility. For example, if users pay in advance for a future service, it would likely be treated as deferred revenue.
- Debt or Equity: In rare cases, tokens may be treated as debt or equity if they represent a claim on future assets or profits.
Determining the correct classification is vital because it affects your financial statements and tax reporting. The classification depends on how the token functions and the timing of the utility it delivers.
Token Transfers Between Entities: A Key Tax Concern
When tokens are moved between different entities, such as from an offshore issuer to a US-based operating company, it can trigger taxable events. For example, if the tokens are being transferred as part of a service or intellectual property (IP) agreement, those tokens could be subject to tax. This is especially relevant when dealing with multiple jurisdictions.
Here’s what you need to consider:
- Transfer Pricing: The transfer of tokens between entities needs to be at arm’s length, which means it should reflect a fair market value as if the parties were unrelated. Transfer pricing rules are crucial to prevent tax avoidance and to ensure compliance with international tax laws.
- Token Valuation: For tax and accounting purposes, you need a valuation of the tokens at the date of transfer. This ensures that you correctly document the value of the tokens on both entities’ balance sheets.
To avoid mistakes, work with a valuation expert who can help determine the token’s fair value. This is essential for both tax compliance and maintaining accurate financial records.
Tax Liabilities Across Jurisdictions
If you’re using international entities, tax obligations can get complicated. For instance, profits generated by offshore entities may still flow back to US taxpayers, depending on ownership and corporate structure. You’ll need to consider how income from these international entities affects US taxes and the local taxes in each jurisdiction where you’re operating.
This is why it’s essential to involve both international tax experts and experienced Web3 accountants when setting up the structure for your TGE. Proper planning can help you minimize tax exposure and avoid unexpected liabilities.
Founder & Employee Token Grants: The 83(b) Election
Many Web3 projects grant tokens to founders, employees, and advisors as part of their compensation packages. These grants often come with lock-up periods that restrict when the recipients can sell their tokens. One important tax planning tool for these grants is the 83(b) election.
Here’s how it works:
- 83(b) Election: This election allows recipients of token grants to pay taxes upfront, based on the value of the tokens at the time they are granted, rather than when they vest. This can be advantageous because the tokens are usually worth much less when granted than they will be when they vest.
- Capital Gains: By making an 83(b) election, recipients only pay capital gains tax on the appreciation of the tokens when they sell, rather than paying income tax on the full value of the tokens when they vest.
However, the decision to make an 83(b) election should be made on a case-by-case basis, and recipients should consult with their personal tax advisors before proceeding. If they can afford the upfront tax payment, the long-term benefits could be significant.
Record Keeping: A Critical Component for Success
The complexity of a TGE makes accurate and thorough record-keeping a must. From an accounting perspective, keeping a detailed ledger of every token transfer, grant, and issuance is essential. This includes:
- Setting up an accounting system before your TGE to track all token-related transactions.
- Keeping detailed records of transfers between entities, including documentation of valuations and transfer pricing agreements.
Maintaining clear, auditable records will help you comply with tax laws and provide transparency to stakeholders. It’s also crucial for future audits or regulatory reviews.
Engage Experts: Work with Experienced CPA and Legal Teams
Navigating a TGE involves various legal, tax, and accounting complexities that can be overwhelming for startups. Working with the right team of professionals can be the difference between a smooth, successful token launch and costly mistakes. You’ll need:
- CPA Firms with Web3 Experience: Choose a CPA firm that has experience with token generation events and Web3 accounting. They can guide you through the nuances of tax and accounting requirements specific to your situation.
- Valuation and Transfer Pricing Experts: Having specialists who can accurately value your tokens and help with transfer pricing agreements is essential for tax compliance.
- Legal Advisors: Ensure you have legal advisors experienced in TGE events and token-related regulations to mitigate legal risks.
Future Regulatory Developments: Staying Ahead
The regulatory environment around Web3 and crypto is constantly evolving. Changes in tax regulations or new legal requirements could affect your token generation event. Staying informed is key to maintaining compliance and planning for the future.
To stay ahead, make sure your advisors are knowledgeable about the latest regulatory developments and can help you adapt to any changes that could impact your token launch.
Conclusion: Plan Early for a Successful TGE
Launching a TGE is a big opportunity for your Web3 startup, but it requires thorough and methodical planning. By addressing the legal, tax, and accounting considerations early and working with a team of experienced professionals, you can ensure a successful launch and avoid potential pitfalls.
If you’re planning a token generation event and want expert guidance, reach out to us at Camuso CPA. We specialize in helping Web3 startups navigate the complexities of TGE events and can provide the support you need to succeed.
About Camuso CPA
At Camuso CPA, we understand the unique challenges faced by digital asset investors and Web3 businesses. Our mission is simple: to save you money, time, and provide peace of mind through effective tax planning strategies, accurate accounting, and proactive advice.
Why Choose Camuso CPA?
Expertise Tailored to Your Needs: Unlike other firms, we specialize in serving digital asset investors and Web3 business owners. Our team has in-depth knowledge of the cryptocurrency industry, enabling us to provide customized solutions that meet your specific requirements.
Pioneers in the Field: Camuso CPA has been at the forefront of the industry, offering cryptocurrency accounting services and tax advisory since its early days. We were also the first CPA firm to accept cryptocurrency as a form of payment for our professional services.
Comprehensive Approach: We go beyond traditional tax compliance and accounting services. Our proactive approach ensures that you benefit from strategic tax planning, minimizing your tax liabilities and maximizing your savings.
Cost Savings: Our expertise in tax planning and compliance for digital assets helps you save thousands, and even cumulatively millions, in taxes. We identify valuable deductions, credits, and exemptions that others might overlook, optimizing your financial outcomes.
Peace of Mind: With Camuso CPA by your side, you can rest easy knowing that your tax obligations are handled accurately and efficiently. We stay up-to-date with the latest developments in tax regulations and provide you with reliable guidance to navigate the ever-changing landscape.
Learn more about us here.