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 — customer terms, token documentation, supplier and infrastructure agreements — and we are direct about which parts require an authorised adviser rather than us.
Dinmore Bell acts as the outsourced General Counsel for cryptoasset and blockchain businesses: customer terms, commercial and infrastructure agreements, corporate structure and governance, and coordination of the authorised specialists who handle regulated questions. It is a retained function on a fixed monthly fee and it does not include regulated financial services advice.
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 — not adapted from a payments template.
Structure, governance and the cap table
Entity structure across jurisdictions, founder and contributor agreements, IP assignment, and token-holder governance documented rather than assumed. These are the questions diligence asks first and they are cheap to answer early.
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.
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
- Can you tell us whether our token is a security?
- No, and anybody offering that answer without FCA authorisation should worry you. We will map the question, brief an authorised specialist properly, coordinate them and hold the budget — and we will tell you which commercial decisions turn on the answer so you can sequence the work.
- Can you sign off our marketing?
- Not where it is a financial promotion. Only an FCA-authorised person may approve one under section 21 FSMA. We will identify what is caught, help you structure what is not, and coordinate an authorised approver where one is needed.
- What can you actually do for us, then?
- The whole commercial function: customer and partner contracts, infrastructure and custody agreements, corporate structure, IP, employment and contributor arrangements, disputes, and holding the specialists together. That is most of the legal work a business at this stage has, and it is the part that has nothing to do with authorisation.