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Seven distinctions people get wrong, side by side.

Security or utility token. STO, ICO or IEO. Tokenization or securitization. Each is a difference in law or in mechanics, stated plainly.

These comparisons set side by side the distinctions people get wrong when they plan a tokenization: seven on this page, twelve pages in all. Seven pages compare standards and routes, and five compare Stobox with named vendors, each with its sources.

7
distinctions people get wrong
5
vendor comparisons, each with its sources
0
dollar caps printed that we could not date
2018
the year we started doing this
The one that decides everything else

A security token and a utility token

They look identical on a block explorer and answer to completely different law. Treating one as the other is the most expensive mistake an issuer can make.

Security tokenUtility token

What it is

A regulated financial instrument: equity, debt, a fund interest or a share of revenue.

Access to a product or a network. A consumer good, not a claim on a business.

What it owes you

A defined claim: profit, repayment, or a vote, written into documents.

Whatever the product does. No claim on anyone’s profits.

Who may hold it

Only holders the rules admit, checked on every transfer.

Usually anyone, which is exactly why it cannot carry a claim.

Which law applies

Securities law, in full, in every country you sell into.

Consumer and commercial law, and sometimes securities law anyway.

If you get it wrong

You were selling securities without meaning to, which is enforcement.

You built a claim into a product token, which is the same problem.

The test is not what you call it. It is what a holder is entitled to, and who decided that.

Three acronyms, opposite substance

STO, ICO and IEO

One of these sells enforceable rights under securities law. The other two sold tokens and hope, which is why one of them survived.

STOICOIEO

What is sold

A real security, as a compliance-gated token.

A new coin with no claim attached to it.

The same thing as an ICO, wrapped in an exchange’s vetting.

Who may buy

Verified investors the exemption admits.

Anyone with a wallet.

Anyone the exchange onboards.

What sits behind it

Offering documents, an issuer, and a legal opinion.

A white paper.

A white paper and a listing agreement.

Where it stands in 2026

The compliant version of raising against a real business.

The era ended in enforcement.

Largely gone with it.

If you are raising against a real business or asset, it is a security everywhere that matters. The STO is not one of three options; it is the lawful version of what you are already doing.

Same family, different centuries

Tokenization, securitization and cryptocurrency

These get conflated constantly, and the difference is not technical. It is what the thing points at.

TokenizationSecuritizationCryptocurrency

What the instrument points at

A specific, legally defined claim on a specific real asset.

A pool of assets, packaged into tradable instruments.

Itself. Bitcoin represents nothing else.

What is new about it

The ledger and the rules that travel with the instrument.

Nothing. It is decades old and works.

The asset class itself.

Who administers it

The contract, against a register that is the asset.

Layers of intermediaries reconciling records.

The network.

What it replaces

The plumbing, not the legal substance.

Nothing here; tokenization can carry it.

Not comparable. It is a different question.

Tokenization is, in one sense, securitization with a better ledger. It does not replace the legal substance of a security. It replaces the paperwork around it.

The United States, four doors

Reg D, Reg S, Reg CF and Reg A+

Which one you use decides who may invest, whether you may advertise, and how much filing you are signing up for. Your counsel picks it. This is the shape of the choice.

Reg DReg SReg CFReg A+

Who may invest

Mostly accredited investors.

Investors outside the United States.

The general public, accredited or not.

The general public.

May you advertise

Under 506(c), yes, if every investor is verified.

Outside the United States, within local rules.

Yes, within the rules of the portal.

Yes.

How much is filed

A short notice filing.

No United States registration.

A form, plus ongoing reporting.

A qualification with the SEC, plus ongoing reporting.

What it costs you

Least paperwork, narrowest audience.

Runs alongside a domestic offering as a tranche.

More process, a wider audience, an annual cap.

Most process, the widest audience, the highest ceiling.

There are annual caps on two of these and they change, so no figure is printed here. Your counsel confirms the current one before you rely on it.

Against the round you already know

Tokenizing and a traditional private raise

The comparison people expect is speed. The real difference is what you are left holding afterwards.

A traditional private raiseThe same raise, tokenized

The register afterwards

A spreadsheet somebody maintains, drifting from the documents.

The asset itself, correct at the moment of every transfer.

Paying investors

A report, a bank run, a reconciliation.

From the register, on the date, recorded as it happens.

An investor selling later

A lawyer, a consent, a new agreement.

A transfer inside the rules the asset already carries.

The next round

A new data room, assembled again.

The same record, read again.

What is identical

Securities law, your counsel, a licensed firm for the sale.

All three. None of that changes.

Tokenizing does not make a raise easier to close. It makes the years after it cheaper to run.

Against going public

Tokenizing and an initial public offering

These are not alternatives for the same company. They are answers to different sizes of question.

An IPOA tokenized offering

What it takes

Years, an underwriter, audited history, and continuous reporting.

Months, counsel, and a record that survives diligence.

Who can realistically do it

Companies large enough to carry the cost of being public.

Private companies and single assets, including small ones.

Who may buy

The public, on an exchange.

The investors your exemption admits.

Liquidity afterwards

A listed market, with real depth.

A path to secondary trading through licensed venues, if a venue lists it.

If an IPO is genuinely available to you and you want to be a public company, take the IPO. This is for the far larger number of companies for which it is not.

Two standards, one direction

ERC-3643 and ERC-7943

Both add identity and eligibility rules to a token so it can only move to a holder the rules admit. The difference is how much they assume about the rest of your stack.

ERC-3643ERC-7943

What it does

Adds transfer checks tied to an on-chain identity framework.

Adds transfer checks, eligibility, freezing and enforcement.

What it assumes

An identity system built the way the standard expects.

Less. It leaves the identity provider and the jurisdiction to you.

Where it came from

The earlier of the two, and widely deployed.

The more recent, aimed at real-world assets specifically.

Where we stand

Interoperable, and a fine choice for many issuers.

The one we issue on. Stobox is a backer of it.

Both are open standards, which is the point. An issuer on either can leave its vendor without leaving its register behind.

Every comparison

Twelve comparisons, one page each.

The pairs above are the seven most asked. Each of these opens its own page with the sources.

Choosing a provider

Four questions that tell vendors apart.

We do not publish a named comparison against another vendor, because that is a claim about somebody else’s product and we do not print a claim we cannot source. These questions work on any of us.

01

How long they have done this, and for whom

Through how many market conditions, how many real clients, how many countries. A platform that launched last cycle has no scar tissue, and this work is mostly scar tissue.

02

Whether they do the readiness, or only the rails

Most vendors sell the last mile and assume somebody else handled the first ninety per cent. Usually nobody did, which is why the project stalls.

03

Open standards, or a format only they can read

A standard is what lets you leave. A proprietary format is a reason you cannot.

04

Compliance that is native, not bolted on

Transfer restrictions, eligibility across countries and enforcement should be properties of the asset. A credible provider works with licensed firms rather than implying securities law does not apply to them.

Primary sources

Where the rules and standards are written.

Updated 3 October 2026

Talk to us

Not sure which side of the line your asset sits on?

Tell us the asset and the jurisdiction. We say which structure fits, and say so if the answer is no.