Our lawyers either do not understand what we are building or tell us not to build it.
Cryptoasset businesses need commercial paper that reflects how the product actually works, and a clear-eyed view of where the regulatory perimeter sits. We own the contract layer, including customer terms, token documentation, supplier and infrastructure agreements, and we are direct about which parts require an authorised adviser. The complaint we hear most often is not about cost. It is that the advice arrives in one of two unhelpful shapes: a lawyer who does not understand the architecture and therefore drafts around it, or a lawyer who treats every question as a regulatory one and answers none of the commercial ones. Most of what a cryptoasset business needs is ordinary commercial law applied carefully to an unfamiliar product. Who owes what to whom, what happens when the chain halts, who bears the loss when a counterparty is sanctioned, what the customer is actually buying. Those questions have answers, and they are the questions that decide whether the business can sign an enterprise customer.
Dinmore Bell acts as the outsourced General Counsel for cryptoasset and blockchain businesses: customer terms, commercial and infrastructure agreements, corporate structure and governance, and the instruction of authorised specialists where a question sits inside the regulatory perimeter. It is a retained function on a fixed monthly fee.
How we own it
Commercial paper that matches the product
Customer terms, custody arrangements, infrastructure and node agreements, and partner contracts written by somebody who has read how the thing actually works, rather than adapted from a payments template. The detail matters because the failure modes are different. A payments template assumes a reversible ledger and an identifiable counterparty. A protocol does not. So the terms have to say what happens on a chain reorganisation, who bears the cost of a failed transaction, what a service level means when finality is probabilistic, and whether the business is holding an asset or merely providing access to it. The same applies to the supply side. Node providers, RPC services, oracle feeds and data vendors all issue their own terms, and those terms usually disclaim exactly the availability the product depends on. Reading the stack upwards, from the infrastructure you rely on to the promises you make, is how you find out whether your own service levels are deliverable.
Structure, governance and the cap table
Entity structure across jurisdictions, founder and contributor agreements, intellectual property assignment, and token-holder governance documented rather than assumed. These are the questions diligence asks first and they are cheap to answer early. Cheap early, expensive later, and the reason is evidential. An assignment signed in year one is a document. The same assignment reconstructed in year four requires finding people who have moved on, agreeing terms without leverage, and explaining the gap to an acquirer who has already priced it. Contributor arrangements are the specific exposure in this sector, because much of the work is done by people who are not employees: anonymous or pseudonymous contributors, grant recipients, contractors in several countries, and open-source maintainers. Each of those relationships has a default position on ownership, and in most jurisdictions the default is not what the founders assume.
Knowing where the perimeter is
The most useful thing we do is tell you clearly which activities sit inside the regulatory perimeter and therefore need an authorised firm, and which do not. That distinction is where most avoidable trouble in this sector begins. Businesses get into difficulty in two opposite ways. Some assume nothing applies to them and build a product that turns out to be a regulated activity. Others assume everything applies, hold back a launch for a year, and pay for regulatory advice on a feature that was never in scope. We map the product against the perimeter early, in writing, and we instruct authorised specialists on the questions that genuinely fall inside it, holding the brief and the budget. Where the perimeter moves, which it does, the map is revisited rather than rediscovered.
Tokens, documentation and what is actually promised
Where a business issues or distributes a token, the documentation is the product as far as a counterparty is concerned. Purchase agreements, vesting and lock-up terms, allocation schedules and the public description of the token have to say the same thing, because a discrepancy between the paper and the website is the first thing anybody adverse will point at. The practical discipline is to write the promises down and then delete the ones the business cannot keep. A roadmap in marketing copy is read as a commitment when things go wrong. A description of utility that outruns the product is read as a representation. Where the characterisation of a token is the question, that is a perimeter question and it goes to an authorised specialist. Everything around it, including the contractual terms on which it is sold and the governance by which it is administered, is ours.
Diligence, banking and the counterparty view
Three audiences read a cryptoasset business’s paperwork before they commit: investors, enterprise customers and banks. Each is looking for slightly different reassurance, and all three are looking for the same underlying thing, which is that somebody has thought about this before they asked. Investors want the cap table, the intellectual property chain and the entity structure to reconcile. Enterprise customers want liability, data and continuity terms they can take to their own procurement team without a fight. Banks want to understand the flow of funds and the compliance framework around it well enough to keep the account open. A data room assembled in advance answers all three in a fortnight rather than a quarter. Assembled under time pressure, it produces the gaps that get priced into a valuation.
What changes as the business grows
The legal work in this sector is not static, and the shape of it changes at predictable points. At the start it is structure and ownership: entities, contributor assignments, founder terms. As the first serious customers arrive it becomes negotiation, because enterprise buyers push hard on liability, audit rights, data location and exit assistance, and the concessions made to win an early logo become the template everyone else asks for. As headcount grows it becomes employment and equity across several countries at once. A retained function absorbs those transitions without a new engagement each time, which is the argument for it. The alternative, which is instructing a firm per matter, produces a set of documents that were each sensible in isolation and do not agree with one another.
Where specialists come in
This is the boundary that matters most in this sector, so it is stated plainly. Dinmore Bell is not authorised by the Financial Conduct Authority. We do not advise on whether a token or arrangement is a specified investment or a regulated activity, we do not advise on or assist with FCA registration under the Money Laundering Regulations, and we do not give investment advice. Since October 2023 qualifying cryptoasset promotions have fallen within the financial promotions regime: only an FCA-authorised person may approve a promotion under section 21 of the Financial Services and Markets Act 2000, and we cannot and do not approve financial promotions. Advice on MiCA, on VARA or other UAE requirements, on sanctions and on tax treatment is taken from appropriately authorised specialists whom we instruct and coordinate. Contentious matters are conducted by regulated lawyers. We hold the budget and remain accountable for the commercial outcome.
Services we run here
- Do you advise on whether our token is a regulated instrument?
- That characterisation is a perimeter question, and it goes to an authorised specialist whom we instruct and manage. We map the product against the perimeter, identify the questions that need that answer, and own everything contractual around it.
- Our lawyers do not understand the architecture. How is this different?
- We read the system before drafting: what the product actually holds, what it merely provides access to, and what the infrastructure underneath it promises. Terms adapted from a payments template describe a different product with different failure modes.
- Who owns code written by an anonymous or pseudonymous contributor?
- By default, often not the company. The position varies by jurisdiction and by whether the contributor is an employee, a contractor or a grant recipient. It is documented at the time cheaply, and reconstructed later expensively.
- What do enterprise customers push hardest on?
- Liability caps, audit rights, data location and continuity. The concessions made to win a first large logo become the template every later customer asks for, so holding a consistent line from the outset is worth real money.
- Can you work with our existing regulatory counsel?
- Yes, and that is the usual arrangement. They hold the authorised advice; we hold the contracts, the structure and the coordination, which means their time is spent on perimeter questions rather than on commercial drafting.
- What should be in place before a funding round?
- A clean chain of intellectual property assignment, a cap table that reconciles to signed documents, entity structure that matches the trading reality, and contributor arrangements in writing. Those four account for most of what diligence finds.
- How do you handle infrastructure dependencies?
- By reading the stack upwards. Node providers, RPC services and data vendors disclaim the availability your product relies on, so the service levels you can safely offer are determined by the terms underneath you.
- What does the retainer cover?
- A fixed monthly fee covering the contract layer, corporate structure and governance, and the instruction and management of specialists. Authorised regulatory advice and litigation are instructed separately and budgeted openly.