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Help & FAQs

Frequently asked questions

What is an accredited investor?

Accredited investors meet standards defined by the US Securities and Exchange Commission which allow them to invest in certain private securities offerings. Most startups raising money do so from accredited investors only.


The SEC web site contains the full definition. In general, any of the following would meet the standard:


  • Individuals with annual income over $200K (individually) or $300K (with spouse) over the last 2 years and an expectation of the same this year
  • Individuals with net assets over $1 million, excluding the primary residence (unless more is owed on the mortgage than the residence is worth)
  • An institution with over $5 million in assets, such as a venture fund or a trust
  • An entity made up entirely of accredited investors

How do I show accreditation based on crypto assets?

In order to fulfill the accreditation requirements with your crypto-asset holdings, you can either

  • Upload a screenshot from a credible cryptocurrency exchange or wallet showing holdings & valuations worth over $1MM USD. The screenshot should include the date and evidence tying the investor to the account (e.g. your name or the investing entity's name), or
  • Upload a message cryptographically signed using the private key of your wallet or wallets, proving that you own assets worth over $1MM USD. 
In either case, you will also need to provide documentation of your debts (e.g. via a credit report or letter from your accountant) in order to qualify. 


Detailed instructions for preparing a signed message


1. Prepare the following message for signature:


I, <Signatory Name>, certify under penalty of perjury that <Investing Entity Name> is the sole owner of the cryptocurrency address associated with this message as of <Today's Date>.


Replace the angle brackets with your name, the name of the investing entity, and the date.


2a. Signing the message - ETH


For Ether, use MyEtherWallet's message signing tool


Paste the message into the text field.




Select your wallet provider. (In this example, we use MetaMask.)




Click 'Connect'. Then, click 'Sign Message' to sign and approve the transaction. (There is no cost.)




Here is an example signed message:




2b. Signing the message - BTC


For Bitcoin, most wallets implement the ability to sign a message with your Bitcoin address’ private key. See this tutorial about how to sign a messaging with a blockchain.info wallet. See here for Jaxx wallet.


3. Submitting


Create a document with the message you signed, address, and message signature (sample information provided below):


A. Message:


I, John Smith, certify under penalty of perjury that I am the sole owner of the cryptocurrency address associated with this message as of Dec. 13, 2017.


B. Address


1UsRE3sak3u7qNaQ8Y1X4UmQS93qruLMt


C. Signature


IEXlF8laYLp1ZdQbIxWcXvQdt7d/0TyKLqKMNoTdpqCXG7LLm6upe4wjl6q9ZAtHc4paw9LqP8CudBNyOEwt1mo=


You can upload this information via the CoinList sale registration process or email the information to our team at [email protected].


In the event that your funds are spread across multiple wallets, you will need to include a signed message from each address.


Also, remember to provide documentation of your debts (e.g. via a credit report or letter from your accountant).

What is CoinList?

CoinList is where digital asset companies and networks run and manage their token sales.

What is the SAFT?

The Simple Agreement for Future Tokens (SAFT) is an instrument and open-source framework for token sales. The SAFT is the agreement used by most companies for investments facilitated by CoinList.


While the SAFT has been extensively reviewed by multiple legal teams, we strongly recommend you consult with your own legal, investment, tax, accounting, and other advisors, to determine the potential benefits, burdens, risks, and other consequences of such a transaction.

What’s a qualified purchaser?

Qualified purchasers as defined by the US Securities and Exchange Commission are individuals with at least $5M in investments or funds with at least $25M in investments.

Can non-US residents participate in a token sale via Token Sale Manager?

Yes, non-US investors can invest using CoinList as long as they meet US accredited investor or qualified purchaser requirements. In general, non-US residents must also meet local laws regarding investment compliance. The determination to accept non-US investors is something  that must ultimately be made by the company raising money. 

How long do wire and ACH transfers?

Wire transfer can take up to 1 business day. ACH transfer can take 3-7 business days.

Topics

Investors

What is an accredited investor?

Accredited investors meet standards defined by the US Securities and Exchange Commission which allow them to invest in certain private securities offerings. Most startups raising money do so from accredited investors only.


The SEC web site contains the full definition. In general, any of the following would meet the standard:


  • Individuals with annual income over $200K (individually) or $300K (with spouse) over the last 2 years and an expectation of the same this year
  • Individuals with net assets over $1 million, excluding the primary residence (unless more is owed on the mortgage than the residence is worth)
  • An institution with over $5 million in assets, such as a venture fund or a trust
  • An entity made up entirely of accredited investors

How do I show accreditation based on crypto assets?

In order to fulfill the accreditation requirements with your crypto-asset holdings, you can either

  • Upload a screenshot from a credible cryptocurrency exchange or wallet showing holdings & valuations worth over $1MM USD. The screenshot should include the date and evidence tying the investor to the account (e.g. your name or the investing entity's name), or
  • Upload a message cryptographically signed using the private key of your wallet or wallets, proving that you own assets worth over $1MM USD. 
In either case, you will also need to provide documentation of your debts (e.g. via a credit report or letter from your accountant) in order to qualify. 


Detailed instructions for preparing a signed message


1. Prepare the following message for signature:


I, <Signatory Name>, certify under penalty of perjury that <Investing Entity Name> is the sole owner of the cryptocurrency address associated with this message as of <Today's Date>.


Replace the angle brackets with your name, the name of the investing entity, and the date.


2a. Signing the message - ETH


For Ether, use MyEtherWallet's message signing tool


Paste the message into the text field.




Select your wallet provider. (In this example, we use MetaMask.)




Click 'Connect'. Then, click 'Sign Message' to sign and approve the transaction. (There is no cost.)




Here is an example signed message:




2b. Signing the message - BTC


For Bitcoin, most wallets implement the ability to sign a message with your Bitcoin address’ private key. See this tutorial about how to sign a messaging with a blockchain.info wallet. See here for Jaxx wallet.


3. Submitting


Create a document with the message you signed, address, and message signature (sample information provided below):


A. Message:


I, John Smith, certify under penalty of perjury that I am the sole owner of the cryptocurrency address associated with this message as of Dec. 13, 2017.


B. Address


1UsRE3sak3u7qNaQ8Y1X4UmQS93qruLMt


C. Signature


IEXlF8laYLp1ZdQbIxWcXvQdt7d/0TyKLqKMNoTdpqCXG7LLm6upe4wjl6q9ZAtHc4paw9LqP8CudBNyOEwt1mo=


You can upload this information via the CoinList sale registration process or email the information to our team at [email protected].


In the event that your funds are spread across multiple wallets, you will need to include a signed message from each address.


Also, remember to provide documentation of your debts (e.g. via a credit report or letter from your accountant).

What’s a qualified purchaser?

Qualified purchasers as defined by the US Securities and Exchange Commission are individuals with at least $5M in investments or funds with at least $25M in investments.

Can non-US residents participate in a token sale via Token Sale Manager?

Yes, non-US investors can invest using CoinList as long as they meet US accredited investor or qualified purchaser requirements. In general, non-US residents must also meet local laws regarding investment compliance. The determination to accept non-US investors is something  that must ultimately be made by the company raising money. 

How long does accreditation take?

Accreditation can take up to 72 hours, though it’s usually much faster. You can see the status of your accreditation application here.


Please contact [email protected] with any accreditation specific inquiries.


What types of currency can I invest with on CoinList?

You can invest with US dollars, Bitcoin, or Ether.

Why do you need my SSN?

Your SSN is required under our KYC/AML policy, a process set by our banking provider. We verify US investor's social security number and birthdate against credit records then verify the investment signatory against OFAC and similar databases to flag prohibited or high risk persons and entities.


Is there a contact email?

All questions can be sent to [email protected].


How do I accredit my company?

In order to accredit your company entity with CoinList, you need to meet any of these following SEC requirements:


  • upload statements showing net assets greater than $5m, dated within 90 days 
  • upload documents showing that all shareholders are qualified purchasers 
  • upload documents showing that all shareholders are accredited investors based on individual assets over $1m or income over $200k ($300k with spouse)

What is KYC/AML?

In order to invest through CoinList, you need to pass identity verification and KYC/AML (Know Your Customer/Anti-Money Laundering) checks. These checks apply equally to US and non-US residents. In general, you will need to provide a government-issued ID. 


You can learn more about KYC/AML here.

How do I accredit my trust?

In order to accredit a trust, you need to provide documents showing the trust's asset amount is over $5m. You can have your attorney or CPA write a letter attesting to this. Here is a set of templates that can be signed by them.

Why is a credit report necessary?

If you are providing evidence of your accreditation on the basis of having over $1 million in net assets, the company you are investing in is required to verify your debts in order to confirm that your net assets are greater than $1M. CoinList requests this credit report and includes only total debts (excluding mortgages) when verifying your accredited investor status.

Why did my accreditation status "expire"?

According to SEC rules, we must check your accreditation status every three months if you accredited based on net-worth, and annually if you accredited based on income.

Who will see accreditation documents I upload?

Documents you upload as evidence of accreditation are kept private and are only used to assess your accreditation status. Our team of licensed attorneys and CPA's review these documents to ensure that the relevant accredited investor thresholds are met.


How do I increase my investment limit?

If you would like to increase your limit, send a request to [email protected] expressing your interest and the additional amount that you would like to invest.

About

What is CoinList?

CoinList is where digital asset companies and networks run and manage their token sales.

What is Token Sale Manager?

Token Sale Manager (formerly "ComplyAPI") empowers digital asset companies and networks to run a compliant token sale by providing tools to manage investors, meet compliance requirements, sign and distribute documents, and securely accept payments.

Can non-US residents invest on CoinList?

Interested non-US investors can invest on CoinList as long as they meet US accredited investor requirements. Further, non-US investors must meet local laws regarding investment compliance. Please contact [email protected] with any questions.


SAFT

What is the SAFT?

The Simple Agreement for Future Tokens (SAFT) is an instrument and open-source framework for token sales. The SAFT is the agreement used by most companies for investments facilitated by CoinList.


While the SAFT has been extensively reviewed by multiple legal teams, we strongly recommend you consult with your own legal, investment, tax, accounting, and other advisors, to determine the potential benefits, burdens, risks, and other consequences of such a transaction.

Who created the SAFT?

The SAFT was created by a group of industry leaders including the Cooley law firm.

Can I use the SAFT?

Absolutely. The SAFT is open-source and free for all to use on launch.

Payments

How long do wire and ACH transfers?

Wire transfer can take up to 1 business day. ACH transfer can take 3-7 business days.

How long do bitcoin transactions take?

Bitcoin transfers do not happen on a binary basis like sending a wire. These crypto transactions have hundreds to thousands of confirmations from their networks to confirm that they are real transactions. CoinList waits for 6 confirmations to consider the transaction. For bitcoin, the network can be pretty slow so it can take anywhere from thirty minutes to twelve hours.

How long do ether transactions take?

Ether transfers do not happen on a binary basis like sending a wire. These crypto transactions have hundreds to thousands of confirmations from their network to confirm that they are real transactions. CoinList waits for 60 confirmations to consider the transaction and this can take anywhere from 5 minutes to a few hours.

Which types of currency can I invest with on CoinList?

You can invest with US dollars, Bitcoin, or Ether.

Can I fund investments using my online exchange wallet?

Yes. 


However, your crypto return address cannot point to an online exchange. Your crypto return address must be tied to a wallet for which you hold the private keys. 

What if my wire does not clear before the sale close?

If your transfer comes in after today's registration deadline, we cannot guarantee your allocation since the token purchases are on a first-come first-serve basis. I apologize for any inconvenience that this may cause.

Can my crypto return address point to an online exchange?

No, your crypto return address cannot point to an online exchange. Your crypto return address must be tied to a wallet for which you hold the private keys. 


Note that you can, however, fund an investment using your online exchange wallet.



Companies

How can CoinList help with my token offering?

Please fill out our application form here and we'll get back to you.

Compliance

What is a foreign shell bank?

Foreign shell banks are non-U.S. banks without a physical presence in any country. A "foreign bank" is any bank organized under non-U.S. law or an agency, branch or office of a bank located outside the U.S. The term does not include an agent, agency, branch or office within the U.S. of a bank organized under foreign law.

What is a private banking account?

A “private banking” account is an account (or any combination of accounts) that requires a minimum aggregate deposit of $1,000,000, is established for one or more individuals and is assigned to or administered or managed by, in whole or in part, an officer, employee or agent of a financial institution acting as a liaison between the financial institution and the direct or beneficial owner of the account.  

What is a foreign financial institution?

A foreign financial institution is: 


(1) a non-U.S. bank; 

(2) any branch or office located outside the United States of a broker-dealer; futures commission merchant or introducing broker; or open-end mutual fund company; 

(3) any other person organized under foreign law (other than a branch or office of such person in the United States) that, if it were located in the United States, would be a broker-dealer; futures commission merchant or introducing broker; or open-end mutual fund company; and 

(4) any person organized under foreign law (other than a branch or office of such person in the United States) that is engaged in the business of and is readily identifiable as: (a) a currency dealer or exchanger; or (b) a money transmitter.  


What are the risks of investing in virtual currencies?

  • virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;
  • legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency;
  • transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
  • some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction;
  • the value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear;
  • there is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future;
  • the volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time;
  • the nature of virtual currency may lead to an increased risk of fraud or cyber attack; 
  • the nature of virtual currency means that any technological difficulties experienced by the licensee may prevent the access or use of a customer’s virtual currency; and
  • any bond or trust account maintained by the licensee for the benefit of its customers may not be sufficient to cover all losses incurred by customers.