<blockquote>
  <p>While I think the project as some merit, I am concerned about any legal liability I could hold.</p>
</blockquote>

<p>That's a good thing to think about.</p>

<blockquote>
  <p>The company that wants to hire me has declared to me that the ICO would be available to US residents and that I shouldn't worry about kyc or aml.</p>
</blockquote>

<p>Do they mean that you shouldn't worry because someone else in the company is handling that, or because they're not going to do either of those things?</p>

<p>The latter is a warning sign, as discussed below.</p>

<blockquote>
  <p>Also, the mentioned company states that its practices are legal and that it has a legal team on board.</p>
</blockquote>

<p>This means absolutely nothing.</p>

<ol>
<li><p>Their legal team might be fictional. Ask for the names of their lawyers. Ask what jurisdiction they're licensed to practice law in. If they can't answer that, that's a bad sign.</p></li>
<li><p>Second, there are two reasons that people hire lawyers:</p>

<ol>
<li>They want an accurate answer to a new legal question.</li>
<li>They want someone who will tell them what they want to hear.</li>
</ol></li>
</ol>

<p>If their legal team is real, and their legal team is unafraid to confront unpleasant truths, that's a good sign.</p>

<blockquote>
  <p>To what degree will I be accountable if the company breaks any law (not using a kyc to verify residence for example), or if one day the SEC decides that this ICO (or all ICOs for that matter) were illegal?</p>
</blockquote>

<p>The SEC has already <a href="https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_coinofferings" rel="nofollow noreferrer">issued guidance</a> on this subject. Basically, if the people buying the ICO are doing so for future profit, rather than for some immediate benefit, it's probably a security. (<a href="http://consumer.findlaw.com/securities-law/what-is-the-howey-test.html" rel="nofollow noreferrer">This</a> is a good summary of the legal test.)</p>

<p>So your ICO is probably a security. Why does that matter? There are a bunch of federal laws that govern how securities may be sold and advertised. For example, someone who has $10,000 in total assets <a href="https://www.sec.gov/fast-answers/answersbd-persinfohtm.html" rel="nofollow noreferrer">can't put all of their money</a> into an experimental new security. Here's another example: securities firms must check that they're not <a href="https://www.sec.gov/about/offices/ocie/amlsourcetool.htm" rel="nofollow noreferrer">selling to terrorists</a>.</p>

<p>So at a very minimum, you're required to know who your customers are in order to comply with these rules.</p>

CC BY-SA 3.0
2017-11-15T16:51:56.023Z
2017-11-15T16:51:56.023Z
Nick ODell
<p>I was recently offered to hire my services to create and maintain a cryptocurrency.
My responsibilities would be to create a website and issue the tokens</p>

<p>While I think the project as some merit, I am concerned about any legal liability I could hold.</p>

<p>The contract I want to sign against will be an SLA (as to my understanding it will mitigate my legal risks as opposed to a partnership agreement).</p>

<p>The company that wants to hire me has declared to me that the ICO would be available to US residents and that I shouldn't worry about kyc or aml.</p>

<p>Also, the mentioned company states that its practices are legal and that it has a legal team on board.</p>

<p>I am aware this sounds a bit obscure, but these are all the details I can provide as to the signed NDA.</p>

<p>To what degree will I be accountable if the company breaks any law (not using a kyc to verify residence for example), or if one day the SEC decides that this ICO (or all ICOs for that matter) were illegal?</p>

CC BY-SA 3.0
2017-11-15T19:43:04.567Z
Welcome to Bitcoin SE!  This is a great question...but probably not for this stack exchange site.  Bitcoin SE is more about the technology of Bitcoin.  Luckily, there is a Law SE site (https://law.stackexchange.com/), which would probably be more suited for a legal question.
Jestin
CC BY-SA 3.0
2017-11-16T10:13:36.513Z
I duplicated the question in : [link](https://law.stackexchange.com/questions/24167/technological-contractor-for-an-ico-legal-advise)
porus
CC BY-SA 3.0
2018-01-29T11:47:28.673Z
We know that the referenced ICO would be available to US residents, but we do not know where the ICO is located. If it is located a Guatemala then I do not know that you even need to comply with US legislation.
Willtech
<legal><ico-initial-coin-offering><aml><know-your-customer>
Technological contractor for an ICO legal advise
porus
# Technological contractor for an ICO legal advise

(Asked by: username_0 on 2017-11-15)

I was recently offered to hire my services to create and maintain a cryptocurrency.
My responsibilities would be to create a website and issue the tokens

While I think the project as some merit, I am concerned about any legal liability I could hold.

The contract I want to sign against will be an SLA (as to my understanding it will mitigate my legal risks as opposed to a partnership agreement).

The company that wants to hire me has declared to me that the ICO would be available to US residents and that I shouldn't worry about kyc or aml.

Also, the mentioned company states that its practices are legal and that it has a legal team on board.

I am aware this sounds a bit obscure, but these are all the details I can provide as to the signed NDA.

To what degree will I be accountable if the company breaks any law (not using a kyc to verify residence for example), or if one day the SEC decides that this ICO (or all ICOs for that matter) were illegal?

**Tags:** legal, ico-initial-coin-offering, aml, know-your-customer

> **Comments:**
> **username_1**: Welcome to Bitcoin SE!  This is a great question...but probably not for this stack exchange site.  Bitcoin SE is more about the technology of Bitcoin.  Luckily, there is a Law SE site (https://law.stackexchange.com/), which would probably be more suited for a legal question.  
> **username_0**: I duplicated the question in : [link](https://law.stackexchange.com/questions/24167/technological-contractor-for-an-ico-legal-advise)  
> **username_2**: We know that the referenced ICO would be available to US residents, but we do not know where the ICO is located. If it is located a Guatemala then I do not know that you even need to comply with US legislation.  

---

## 1 answers

### Answer by username_3 on 2017-11-15. Score: 3

> While I think the project as some merit, I am concerned about any legal liability I could hold.

That's a good thing to think about.

> The company that wants to hire me has declared to me that the ICO would be available to US residents and that I shouldn't worry about kyc or aml.

Do they mean that you shouldn't worry because someone else in the company is handling that, or because they're not going to do either of those things?

The latter is a warning sign, as discussed below.

> Also, the mentioned company states that its practices are legal and that it has a legal team on board.

This means absolutely nothing.

1. Their legal team might be fictional. Ask for the names of their lawyers. Ask what jurisdiction they're licensed to practice law in. If they can't answer that, that's a bad sign.
2. Second, there are two reasons that people hire lawyers:

   1. They want an accurate answer to a new legal question.
   2. They want someone who will tell them what they want to hear.

If their legal team is real, and their legal team is unafraid to confront unpleasant truths, that's a good sign.

> To what degree will I be accountable if the company breaks any law (not using a kyc to verify residence for example), or if one day the SEC decides that this ICO (or all ICOs for that matter) were illegal?

The SEC has already [issued guidance](https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_coinofferings) on this subject. Basically, if the people buying the ICO are doing so for future profit, rather than for some immediate benefit, it's probably a security. ([This](http://consumer.findlaw.com/securities-law/what-is-the-howey-test.html) is a good summary of the legal test.)

So your ICO is probably a security. Why does that matter? There are a bunch of federal laws that govern how securities may be sold and advertised. For example, someone who has $10,000 in total assets [can't put all of their money](https://www.sec.gov/fast-answers/answersbd-persinfohtm.html) into an experimental new security. Here's another example: securities firms must check that they're not [selling to terrorists](https://www.sec.gov/about/offices/ocie/amlsourcetool.htm).

So at a very minimum, you're required to know who your customers are in order to comply with these rules.


---

