Mikhail Uspenskiy

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Digital project structuring

Every crypto project can be given a workable legal structure — a principle tested from the first ICO under Russian law to a DeFi protocol with three EU crypto-finance licences. The practice spans Russian and foreign law: in some cases a domestic wrapper is enough; in others an international structure is required.

Jurisdictions

Foreign structures and licences

Choosing a jurisdiction for the project’s needs, building holding and operating structures, supporting crypto-finance licence applications. A reference case — full legal support of a DeFi project that obtained three licences in the EU.

Protocols

DeFi, NFT, Web3

Legal packaging of decentralised protocols, tokenomics and NFT mechanics: allocation of liability, risk assessment against regulator practice (including US Securities and Exchange Commission approaches to airdrops and bounties), user agreements and smart-contract-level documentation.

Frontier

Non-standard tokenisations: hybrid DFAs on open networks

The frontier of the Russian market is constructions linking regulated digital financial assets with open blockchain networks. Developing such hybrid models makes it possible to issue instruments that combine the legal force of a DFA with the liquidity of public networks.

Additionally

Related areas

  • Supporting entry into experimental legal regimes (ELR)
  • Legal aspects of deepfakes and synthetic content

Team experience on complex mandates — parallax.moscow.

Questions

Common questions

Can a crypto project be structured under Russian law?
Yes, in many cases a Russian legal wrapper is enough — from DFA constructions to contractual models. A foreign structure is added when the market, investors or licensing requirements demand it, not by default.
Which jurisdiction is best for a blockchain project?
There is no universal answer: the choice is driven by target markets, banking infrastructure, tax burden and cost of maintenance. The structuring task is to select the minimally sufficient construction, not the most fashionable one.
What are hybrid DFAs on open networks?
These are constructions in which a regulated digital financial asset is technologically linked to a token on a public blockchain. The instrument obtains the legal certainty of a Russian DFA and, at the same time, the transferability of an open network. These are non-standard solutions that require bespoke design.
Is our project’s token a security?
It depends on functionality: rights to income or participation push the token toward regulated instruments; utility functions pull away from them. Assessment is by a set of indicators, taking account of regulator practice, including US practice — which sets the tone for the global market.
How to structure an airdrop and bounty campaign without unnecessary risk?
Through assessment against enforcement practice: free token distribution under certain conditions is treated by regulators as an offering. Correct mechanics and documentation remove most of the risk.
Does a DeFi project need a licence?
A fully decentralised protocol and a project with an operator team are legally different phenomena. Where there is a controlling person, regulators increasingly require licensing; experience obtaining three EU licences shows that this is a workable path.
What does joining an ELR give?
An experimental legal regime allows testing models unavailable under general regulation, with limited risk. It is a tool for projects working ahead of legislation.
How to tokenise a real-world asset (RWA)?
Through linking a legal construction (rights to the asset) and a technological one (the token): the form chosen — DFA, UDR, or a foreign instrument — determines both the investor circle and the circulation regime. RWA tokenisation is also a subject of Bank of Russia round tables with practice participation.
The project already operates ‘in the grey’ — can it be legalised?
Yes, and the earlier the cheaper: sequential migration to a legal structure with remediation of transaction history. Delay makes each next step more expensive.
Next

Terms from this practice are explained in knowledge base, completed projects — in the section cases.

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