30 June 2025

Issuing and Placing Digital Financial Assets (DFAs) in Russia: A Comprehensive Legal Guide

June 30, 2025

BRACE Law Firm ©

The digital economy has developed rapidly over the last several years. One result of this development is the emergence of digital financial assets (the "DFAs"), which appeared following the adoption of Federal Law No. 259-FZ dated July 31, 2020, On Digital Financial Assets, Digital Currency, and on Amending Certain Legislative Acts of the Russian Federation (the "DFA Law").

DFAs possess significant potential as an investment tool; therefore, it is important to consider the procedure for their issuance, who has the right to issue them, and the restrictions and features applicable to specific types of DFAs.

What Regulates the Emission (Issuance) of DFAs?

The DFA Law, as the primary source of legal regulation, governs the legal regime of DFAs and the procedure for their issuance, accounting, and circulation.

The DFA Law defines DFAs as digital rights that include monetary claims, the ability to exercise rights under emission securities, rights of participation in the capital of a non-public joint-stock company, and the right to demand the transfer of emission securities provided for by a DFA issuance resolution. The issuance, accounting, and circulation of these assets are possible only by making (or changing) entries in an information system based on a distributed ledger, as well as in other information systems.

DFAs represent a new type of investment instrument that interests businesses as a way to attract capital. DFAs allow companies to raise funds in shorter timeframes compared to traditional methods such as issuing shares or bonds. The DFA issuance process takes several business days, whereas a bond issue takes a significant amount of time — at least one year. This advantage is critical for small and medium-sized businesses, which generally lack sufficient resources for public placement through traditional exchange instruments.

One example of attracting financing using DFAs is the 2023 issuance of DFAs by the energy service company Inco-Energo. To attract financing for new projects, the company did not turn to traditional business financing methods but decided to place digital financial assets. The DFA issuance volume totaled 10 million rubles. The company issued a total of 200 DFAs with a par value of 50,000 rubles. The circulation period was 180 days at a rate of 17% per annum. Investors booked all DFAs within 30 minutes of the announcement. The project provided investors with the opportunity for secondary circulation of DFAs through the resale of the asset and early exit from the project.[1]

In addition to the DFA Law, Federal Law No. 38-FZ On Advertising also regulates DFA issuance regarding advertising. Advertising for issued DFAs must include:

the name of the entity issuing the DFAs;
the website address where the issuance resolution is posted;
information on the maximum amount for which non-qualified investors may purchase the DFAs;
an indication that DFAs are high-risk.

Furthermore, DFA advertising must not contain promises of income payments on the DFAs or forecasts of growth in the market value of the issued DFAs.

It should be noted that under Federal Law No. 115-FZ dated August 7, 2001, On Countering the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism, information system operators must provide information on DFA transactions to the Federal Financial Monitoring Service.

The rules of the respective information systems also determine the DFA issuance procedure. For example, the following types of digital rights may be issued in the information system of Lighthouse LLC:

DFAs that include monetary claims;
digital rights that simultaneously include DFAs comprising monetary claims and other digital rights. [2]

This information system does not permit the issuance or accounting of DFAs that include the ability to exercise rights under emission securities, rights of participation in the capital of a non-public joint-stock company, or the right to demand the transfer of emission securities.

Within this system, users may conclude any purchase and sale transactions for tokens and other transactions related to tokens provided for by Russian legislation, except for using tokens as a means of payment or other counter-performance for transferred goods, performed work, or rendered services. Tokens also cannot be used in any other way that implies payment for goods (work, services) or as counter-performance under foreign trade contracts (agreements) concluded between residents and non-residents for the transfer of goods, performance of work, provision of services, or the transfer of information and results of intellectual activity, including exclusive rights to them. [3]

The Bank of Russia also regulates certain issues regarding DFA issuance in its regulations. We will consider the provisions of these acts in the following sections of this article.

Who Is Authorized to Issue DFAs?

An issuance resolution provides for the type and volume of rights certified by the issued digital financial assets.

The following entities may issue DFAs:

individuals registered as individual entrepreneurs;
legal entities (commercial and non-profit organizations).

A person is recognized as a DFA holder if they:

are included in the user register of the information system in which the DFAs are recorded;
have access to the system by possessing a unique code required for such access, which allows them to receive information about the assets they hold and to dispose of these assets using the information system.

The DFA Law establishes several requirements for the information system operator, i.e., the person operating the information system, including the processing of information contained in its databases.

The operator of the system in which DFAs are issued must be included in the relevant register of such operators maintained by the Bank of Russia. The Bank of Russia supervises the activities of information system operators in which DFAs are issued.

Rules for user registration (identification, creation of a personal account, etc.) are contained in the rules of the operator's information system and/or in the DFA exchange rules posted on the websites of the respective organizations. Note that the operator of the relevant information system must provide a mechanism for restoring a user's access to their wallet if they lose their login and password.

For instance, in the Lighthouse LLC information system, a user performs primary registration in the information system through a web interface. Based on the registration data entered, the system assigns the user a unique code for access to their personal account. The user sets the password for system entry independently. For subsequent access to the personal account, the user must authorize using their authentication data and confirm it by entering a one-time code sent to the phone number specified by the user during registration.[4]

After gaining access to the personal account, the user provides the following information and documents:

an identity document of the user (for users who are individuals);
an identity document of the person authorized to act on behalf of the user;
a document confirming the user's registration with the tax authority, or, in its absence, a document confirming the impossibility of obtaining said document;
an extract from the Unified State Register of Individual Entrepreneurs;
a document confirming the user's status as a legal entity (for users who are foreign legal entities). [5]

Please note that individuals who are not qualified investors may invest in DFAs subject to certain requirements established by the Bank of Russia.[6] Individuals who are not qualified investors may purchase DFAs through an information system operator within a limit of 600,000 rubles during one year. Legal entities that are not qualified investors may purchase DFAs without complying with a limit.

Both individuals and legal entities that are not qualified investors are prohibited from purchasing DFAs that meet the following criteria:

they are issued in information systems organized in accordance with foreign law;
they certify the ability to exercise rights under emission securities, the acquisition of which may be carried out exclusively by persons who are qualified investors, or the right to demand the transfer of said securities;
the DFA issuance resolution for DFAs including monetary claims does not specify the period within which the DFA issuer must fully perform the obligation, the monetary claim for which is included in them;
the right to receive payments or the amount of payments on DFAs including monetary claims is contingent upon the occurrence, non-occurrence, or change in the values of indicators and circumstances provided for by Article 2 of the Federal Law On the Market of Securities. For example, depending on changes in prices for goods, securities, the exchange rate of the relevant currency, and other circumstances.

Furthermore, individuals who are non-qualified investors are prohibited from purchasing DFAs that meet the following criteria:

they certify the ability to exercise rights under emission securities included in exchange quotation lists, with the exception of bonds, or the right to demand the transfer of said securities;
they certify the ability to exercise rights under federal loan bonds (OFZ) or the right to demand the transfer of said bonds;
they certify the ability to exercise rights or the right to demand the transfer of a bond if its issuer or the person who provided security for the bonds has a credit rating below the level established by the Board of Directors of the Bank of Russia [7] (for example, ruAAA according to the national rating scale for the Russian Federation of the credit rating agency JSC Expert RA);
they include monetary claims, the amount of which is equivalent to the value of a precious metal, the name and weight of which are specified in the issuance resolution for said digital financial assets;
they include monetary claims, the amount of which is equal to the value of shares or the value of shares and the amount of dividends on them.

DFA Issuance Procedure

Rights certified by DFAs arise for their first holder from the moment an entry is made in the information system regarding the credit of digital financial assets to said person. Note that a right existing before the entry is made in the information system regarding the credit of DFAs to the first holder cannot be a DFA.

The issuance of digital financial assets (DFAs) involves several stages, starting with the issuance resolution and ending with placement, the collection of applications, and finally, the actual issuance of DFAs.

The following stages of digital financial asset issuance can be identified:

the issuer adopts an issuance resolution;
the selection of an information system operator and registration in its system;
preparation of the issuance resolution, which describes all parameters of the issuance, including information about the asset itself, its volume, redemption conditions, rights granted to the DFA owner, and other material conditions;
posting the issuance resolution on the information system operator's website and, if applicable, on the issuer's own website;
the information system operator ensures the collection of applications from investors for the purchase of DFAs;
after the collection of applications and upon fulfillment of all necessary conditions, the issuer issues the DFAs, which are digital tokens representing rights to the corresponding asset;
transfer of funds received from the sale of DFAs to the issuer's account.

What to Include in a Digital Financial Asset Issuance Resolution?

A digital financial asset issuance resolution must contain:

information about the person issuing the DFAs, including, for an individual, their surname, first name, and patronymic (unless otherwise follows from the law or national custom), place of residence, and information on state registration as an individual entrepreneur; for a legal entity, the full name, address, information on state registration, and information about the website of the person issuing the DFAs;
information about the information system operator;
the type and volume of rights certified by the issued DFAs, or an indication that they certify several types of rights and the DFA holder, upon the occurrence of conditions provided for by the issuance resolution, is entitled to determine at their choice one of several rights to be exercised by them;
the number of DFAs being issued and/or an indication of the maximum amount of funds to be transferred in payment for the issued DFAs, and/or the maximum number of things or the maximum value (maximum number) of property rights, including digital rights or other rights having a monetary valuation, which must be transferred as counter-performance for the issued DFAs, upon reaching which their issuance ceases;
conditions upon the occurrence of which the DFA issuance is recognized as having taken place (completed);
the purchase price of the DFAs upon their issuance or the procedure for determining it (when paying with funds) and/or the number of things or the value (number) of property rights, including digital rights or other rights having a monetary valuation, which must be transferred to purchase the DFAs, or the procedure for determining such number of things or value (number) of property rights;
the start date for the placement of issued DFAs by concluding agreements for their acquisition;
the method of payment for the issued DFAs (payment with funds and/or transfer of other things or property rights, including digital rights or other rights having a monetary valuation, as counter-performance);
an indication of the use of transactions providing for the performance by the parties of their obligations upon the occurrence of certain circumstances without a separately expressed additional expression of will by the parties through the use of information technologies (if such transactions are used);
when providing security for the performance of obligations certified by DFAs, an indication that such obligations are secured by the property of the person issuing them or of third parties (if applicable), a description of the subject of security allowing its identification (if applicable), security conditions, and an indication of the method of security;
when issuing DFAs certifying the ability to exercise rights under emission securities or the right to demand the transfer of emission securities, an indication of the type and category (type) of such emission security, and if the issued DFAs certify the right to transfer an emission security — the period during which the right to demand the transfer of the emission security may be exercised, or an indication of the event that gives rise to the right to demand the transfer of the emission security;
an indication of the limitation of the grounds and/or the amount of liability of the person issuing the DFAs (if such a limitation exists);
other provisions.

For example, in one of the DFA issuance resolutions with payment in funds posted in the "Lighthouse" LLC information system, it is stated that the number of issued DFAs is 100 tokens, the purchase price of which upon their issuance is 50 million rubles per 1 (one) token. Upon reaching the amount of 5 billion rubles, the issuance of tokens ceases.[8]

The issuance resolution may contain an indication of the possibility of their purchase only by individual entrepreneurs and/or legal entities specified in such a resolution and/or meeting the criteria established by such a resolution.

The Bank of Russia may establish additional requirements for the content of a digital financial asset issuance resolution, but no such requirements are currently established.

If the issuance resolution contains an indication of the limitation of the grounds and/or the amount of liability of the person issuing the DFAs, such an indication must be clear and unambiguous.

A digital financial asset issuance resolution is drawn up in electronic form and must be signed with an Enhanced Qualified Electronic Signature (UK(E)P) of the individual entrepreneur, the sole executive officer of the legal entity, or a person authorized by them.

If the performance of obligations is secured by a third party, the DFA issuance resolution must also be signed with the UK(E)P of such person (if it is an individual or an individual entrepreneur) or the UK(E)P of the person performing the functions of the sole executive officer of the legal entity, thereby confirming the accuracy of the security information.

The DFA issuance resolution must be posted on the internet on the website of the person issuing the DFAs (if any) and on the website of the information system operator, and must be in the public domain until the full performance of the obligations of the person who issued the DFAs to all DFA holders.

A DFA issuance resolution might not be posted on the internet or on the information system operator's website if it is addressed to a specific circle of persons who are individual entrepreneurs or legal entities, and/or if the issued DFAs meet the criteria of digital financial assets, the acquisition of which may be carried out only by a person who is a qualified investor, provided that the information system operator ensures access to said resolution for the Bank of Russia, persons who may purchase such DFAs, and the holders of such DFAs until the full performance of obligations to the holders of such digital financial assets.

If the person issuing the DFAs is a foreign legal entity and the issuance resolution contains an indication that DFAs may be purchased only by individual entrepreneurs and legal entities specified in such resolution and/or meeting the criteria established therein, the issuance resolution may be drawn up on paper.

Such an issuance resolution must be signed by the person holding the position (performing the functions) of the sole executive officer or an authorized person, with the date of signing indicated. Also, the information system operator must convert such an issuance resolution into electronic form by scanning while preserving its details, and the operator or its representative must certify it with a UK(E)P.

An issuance resolution addressed to an indefinite circle of persons and posted on the website of the person issuing the DFAs and on the website of the information system operator is recognized as a public offer. An issuance resolution may provide, and an issuance resolution for DFAs certifying the ability to exercise rights under emission securities or certifying the right to demand the transfer of emission securities or certifying rights of participation in the capital of a non-public joint-stock company must provide, that it is addressed to a specific circle of persons.

Features of the Issuance of Specific Types of DFAs

The issuance of DFAs certifying the ability to exercise rights under emission securities, the right to demand the transfer of emission securities, and rights of participation in the capital of a joint-stock company has several features that we will consider.

DFAs certifying the ability to exercise rights under emission securities provide their holder with the right to demand from the obligated person the exercise of rights under emission securities through the information system operator, as provided for by the emission securities issuance resolution.

DFAs certifying the right to demand the transfer of emission securities provide their holder with the right to demand from the obligated person the transfer of the securities provided for by the DFA issuance resolution within the period or upon the occurrence of the event provided for by such a resolution.

Shares and emission securities convertible into shares, the ability to exercise rights under which is certified by DFAs or the right to demand the transfer of which is certified by DFAs, may only be shares of a non-public joint-stock company and emission securities of a non-public joint-stock company convertible into its shares.

If a digital financial asset provides for the ability to exercise rights under emission securities, such emission securities must be recorded in a DFA personal account (depository account) opened for the person issuing such DFAs. This person is not entitled to credit other securities to the DFA personal account (depository account). The personal account (depository account) is opened with an indication of the information system operator and information allowing for the identification of the DFAs. If securities for which several DFA issues have been released are recorded in the personal account (depository account), the registrar (depository) must open sub-accounts for each DFA issue for the accounting of rights to these securities when crediting securities to such a personal account (depository account). Rights under securities recorded in the personal account (depository account) are exercised in accordance with the instructions of the DFA holders. The conditions, procedure, and deadlines for sending such instructions are established by the DFA issuance resolution. Income and/or other payments are subject to transfer to DFA holders in the manner and within the timeframes provided for by the issuance resolution.

No later than the DFA issuance date for DFAs certifying the ability to exercise rights under emission securities or the right to demand the transfer of emission securities, the information system operator must ensure access for DFA purchasers to the issuance resolution for the corresponding securities, as well as to information on the existence of a pre-emptive right to purchase them and the procedure for exercising such a right.

The issuance of DFAs certifying rights of participation in the capital of a public joint-stock company and the issuance of shares of a non-public joint-stock company in the form of DFAs, provided that an emission of shares of said company was previously carried out in a form other than DFAs, are prohibited.

In the case of the issuance of shares of a non-public joint-stock company in the form of DFAs, the person performing the accounting of rights to the shares of this company is recognized as the information system operator in which the DFAs are issued.

The emission of shares of a non-public joint-stock company in the form of DFAs is carried out in accordance with Federal Law No. 39-FZ dated April 22, 1996, On the Market of Securities, taking into account the following features:

the registration of share issues of a non-public joint-stock company is carried out by the information system operator in accordance with the rules of the information system. State registration of share issues in the form of digital financial assets is not performed;
the issuance resolution for shares of a non-public joint-stock company must provide for the accounting of shares in the form of DFAs in the information system and contain information about the risks associated with the purchase of such shares;
the charter of a non-public joint-stock company must provide for the accounting of shares in the form of DFAs in the information system. Also, the charter of such a joint-stock company may provide for methods of convening and holding a general meeting of shareholders and methods of notifying shareholders of corporate actions provided for by the rules of the information system;
the possibility of issuing shares of a non-public joint-stock company in the form of DFAs must be provided for by the charter of the non-public joint-stock company upon its establishment. The corresponding provisions cannot be added to the charter, changed, and/or excluded from the charter by a resolution adopted by the general meeting of shareholders of such a company;
a non-public joint-stock company whose shares are issued in the form of DFAs cannot acquire public status;
a non-public joint-stock company whose shares are issued in the form of DFAs is not entitled to issue emission securities, except for shares issued in the form of DFAs, including emission securities convertible into shares of such a non-public joint-stock company;
a non-public joint-stock company whose shares are issued in the form of DFAs is not entitled to perform, including upon reorganization, the conversion of shares issued in the form of DFAs into shares not in the form of DFAs;
a non-public joint-stock company whose shares are issued in a form other than DFAs is not entitled to perform, including upon reorganization, the conversion of such shares into shares in the form of DFAs.

To issue and place shares of a non-public joint-stock company in the form of DFAs, the information system operator opens a nominal account in a Russian credit organization, the beneficiary of which is the issuer of the securities. Funds transferred in payment for shares in the form of DFAs upon their issuance must be credited to this nominal account.

The information system operator is not entitled to dispose of the funds in the nominal account. They are transferred by the credit organization at the request of the beneficiary to its bank account opened in a Russian credit organization. Performing other operations on the nominal account is not permitted.

Shares of a non-public joint-stock company in the form of DFAs are considered placed from the moment the conditions under which the DFA issuance is recognized as having taken place (completed) are met and the rights certified by the DFAs arise, that is, from the moment the entry is made in the information system regarding the credit of the DFAs to their first holder.

The obligation to pay for shares of a non-public joint-stock company in the form of DFAs is considered fulfilled as of the date the funds are received in the nominal account.

Who Is a Nominal Holder of DFAs?

In cases and in the manner provided for by a regulation of the Bank of Russia, digital financial assets may be credited to a nominal holder of DFAs, who performs the accounting of rights to digital financial assets belonging to other persons. Only a person holding a license to carry out depository activities may act as a nominal holder of digital financial assets. An information system operator may not act as a nominal holder of digital financial assets.

In particular, the Bank of Russia has established that DFAs may be credited to a nominal holder if the depository agreement between the nominal holder and the deponent provides for an obligation of the nominal holder to perform the accounting of digital rights by crediting such digital rights to a depository account opened for the deponent. In this case, the user register of the information system must contain information that they are a nominal holder. [9]

DFAs may be credited to a foreign nominal holder of DFAs who meets the following requirements:

be a person whose personal law is the law of a foreign state;
be authenticated in the information system as a foreign nominal holder of DFAs;
have the right, in accordance with their personal law, to perform legal and factual actions with securities, foreign digital rights, or digital currencies in the interests of their clients, or to perform only the accounting and transfer of rights to securities, foreign digital rights, or digital currencies. [10]

Please note that these requirements must be met simultaneously.

A foreign nominal holder of DFAs performs the accounting and transfer of rights to DFAs credited to them in accordance with their personal law. The determination of a person as a DFA holder exercising rights under them, for which the foreign nominal holder performs the accounting of rights, is carried out in accordance with the personal law of the foreign nominal holder of digital financial assets.

Digital financial assets credited to a foreign nominal holder of DFAs must be separately recorded in the form of entries by methods established by the rules of the information system.

A foreign nominal holder of DFAs is entitled to perform actions related to the exercise of rights certified by DFAs and the disposal of them without a power of attorney in the interests of their clients in accordance with agreements concluded with them.

A foreign nominal holder must provide information about its clients to the information system operator performing the accounting of the relevant DFAs no later than 10 business days from the date the operator sends the corresponding request on paper or in the form of an electronic document in a manner agreed upon with the operator. [11]

Depending on whether the foreign nominal holder's client is an individual, a legal entity, or a foreign structure without the formation of a legal entity, the composition of the transmitted information includes the following data:

surname, first name, patronymic (if any), and date of birth;
full and abbreviated (if any) names (corporate names);
citizenship (nationality) or an indication of its absence;
the primary state registration number and the date of its assignment (for a Russian legal entity);
the number assigned to the legal entity in the trade register or other accounting register of the state in which the legal entity is registered (if any);
the date of state registration of the legal entity or the assignment of its number (for a foreign legal entity);
the tax identification number (if any) for a Russian legal entity or a Russian citizen;
the registration number(s) (if any) of a foreign structure without the formation of a legal entity assigned in the state (territory) of its registration (incorporation) upon registration (incorporation);
the name and details of the identity document. Regarding the passport of a citizen of the Russian Federation, the series and number of the passport, the date of its issuance, the name of the issuing body, and the unit code (if any) are indicated;
the code(s) (if any) of a foreign structure without the formation of a legal entity in the state (territory) of its registration (incorporation) as a taxpayer or its equivalent(s);
the registered address of the place of residence (if any);
the address within the location and the postal address;
the email address (if any);
the phone number (if any);
bank account details (if any);
information on the quantity of DFAs held by the client;
the unique conventional designation of the DFA (if any);
the date of the issuance resolution for the DFAs held by the client;
the date of purchase of the DFAs by the client (if any);
the date of disposal of the DFAs by the client (if any);
information on the quantity of DFAs held by the legal entity in the interests of third parties. [12]

Foreclosure on DFAs credited to a foreign nominal holder for its obligations is not permitted.

In this article, we considered the procedure for DFA issuance as regulated by the DFA Law and the rules of information systems. DFAs act as a means of investment alongside traditional investment instruments. The procedure for DFA issuance is similar to the procedure for the issuance of emission securities; however, it is fairly simple, although not available to all potential investors. For example, the purchase of DFAs by individuals who are not qualified investors is restricted by a limit of 600,000 rubles.

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References

[1] Aleshina, A.V., and Bulgakov, A.L. Using Digital Financial Assets to Attract Financing to a Company. Financial Markets and Banks Journal, 2023, No. 12.

[2] Rules of the Information System of Lighthouse LLC, approved by Protocol of the Board of Directors of Lighthouse LLC No. 1 dated February 18, 2025.

[3] Ibid.

[4] Ibid.

[5] Bank of Russia Ordinance No. 5625-U dated November 19, 2020, On Documents Provided for by Part 4 of Article 8 of Federal Law No. 259-FZ dated July 31, 2020, "On Digital Financial Assets, Digital Currency and on Amending Certain Legislative Acts of the Russian Federation", and Requirements for Their Storage.

[6] Bank of Russia Ordinance No. 5635-U dated November 25, 2020, On the Criteria for Digital Financial Assets whose Acquisition May Be Performed Only by a Person Who Is a Qualified Investor, on the Criteria for Digital Financial Assets whose Acquisition by a Person Who Is Not a Qualified Investor May Be Performed Only Within the Amount of Funds Established by the Bank of Russia to be Transferred in Their Payment, and the Total Value of Other Digital Financial Assets Transferred as Consideration, and on Said Amount of Funds and Total Value of Digital Financial Assets.

[7] Decision of the Board of Directors of the Bank of Russia dated October 28, 2022, On Credit Rating Levels Established in Accordance with Bank of Russia Ordinance No. 5635-U dated November 25, 2020.

[8] Information from the website of the information system of Lighthouse LLC https://www.cfa.digital/disclosure.

[9] Article 7 of Federal Law No. 39-FZ dated April 22, 1996, On the Securities Market; Bank of Russia Ordinance No. 5646-U dated December 3, 2020, On the Cases and Procedure for Crediting Digital Financial Assets to a Nominal CFA Holder Who Accounts for Rights to Digital Financial Assets Belonging to Other Persons.

[10] Bank of Russia Ordinance No. 6849-U dated September 16, 2024, On Establishing Requirements for a Foreign Nominal CFA Holder to whom Digital Financial Assets May Be Credited, and on the Procedure, Timeframes, Composition, and Form for the Provision by a Foreign Nominal CFA Holder of Information on Its Clients to the Information System Operator Accounting for the Relevant Digital Financial Assets in Which the Digital Financial Assets Are Issued.

[11] Ibid.

[12] Ibid.