Token and equity vesting solve different problems. Equity vesting affects shares or rights to shares in a company. Token vesting affects a token allocation and whatever rights the token documents give its holder. A token does not become a share merely because its release schedule resembles an option plan.
What must the documents answer?
| Question | Equity | Token |
|---|---|---|
| Who owes the right? | The company or another contracting party under corporate and grant documents. | The issuer or contracting party named in the token terms. |
| What is delivered? | Shares, options or another equity interest, subject to company law and approvals. | A token or claim with rights defined by its terms and applicable law. |
| What can stop delivery? | Leaver terms, approvals, transfer restrictions and corporate records. | Lockups, contract conditions, smart-contract controls and regulatory restrictions. |
| What record controls? | The legally effective company register and grant documents. | The agreement and legally relevant token/register records. |
The vesting schedule should match the contract, cap table or token allocation ledger, smart contract and termination rules. Test what happens if a founder leaves, a token never launches or a key is lost.
Our founder agreements and cap-table work and token-design work address those documents together. You can contact Ape Law with the proposed structure.
Can a smart contract replace a legal agreement?
Electronic form does not necessarily invalidate a contract. ADGM’s Electronic Transactions Regulations 2021 provide a framework for electronic transactions within ADGM. That does not make every smart-contract execution an enforceable grant or settle offer, acceptance, capacity, governing law and remedies in other jurisdictions. Use human-readable terms and define how code and documents resolve a conflict.
Could a token be regulated as a security?
Possibly. Classification follows the rights and activity, not the vesting label. The ADGM FSRA digital-assets materials are a starting point for an ADGM analysis; other jurisdictions require their own rules. Do not assume that token vesting keeps a product outside securities or offering law.
Sources and notes
- ADGM, Electronic Transactions Regulations 2021: ADGM electronic-transactions framework; no universal conclusion about smart-contract validity.
- ADGM FSRA, Digital Assets: ADGM classification starting point; the token’s rights and proposed service determine which exact provisions apply.
Updated 24 September 2026. This is a structuring guide, not a securities classification or advice on a grant.
Victoria Wells
Haider Ali