Just a few years ago, crowdfunding was associated mainly with creative projects and donations. But by 2025, it has become part of the formal financial market – with its own European license, investor protection, and a clear path toward transformation into token marketplaces.

The European Union has built a regulatory framework that allows startups and businesses to raise capital legally, while investors receive shares or income expressed in digital form.
Thus, a new generation of crowdfunding platforms emerges – at the intersection of fintech, tokenization, and regulated investments.

1. EU Crowdfunding: The Legal Foundation of the New Fintech

The EU has established a unified framework for all member states – Regulation (EU) 2020/1503, known as the ECSP Regulation (European Crowdfunding Service Providers). It introduces a single EU-wide license for crowdfunding platforms – the ECSP License, valid across all member states under the passporting principle.

What does this mean in practice?

A single company can obtain authorization in one country (for example, Lithuania or Estonia) and legally raise investments from users across the entire European Union – without establishing subsidiaries in each country.

The license covers two main models:

• Lending-based crowdfunding – where investors lend money to a business;
• Equity-based crowdfunding – where investors acquire shares or other financial instruments of a company admitted for offering on a crowdfunding platform.

To obtain a license, a platform must demonstrate:

• the existence of a compliance and AML/KYC framework;
• safeguarding of investors’ funds via a credit or payment institution using segregated accounts opened with an authorized bank or payment service provider (PSP);
• transparent and non-discriminatory project selection procedures;
• effective conflict resolution and risk management mechanisms;
• investor protection measures, including: a knowledge and experience test; loss-bearing simulation, a reflection period for non-sophisticated investors, and preparation of a Key Investment Information Sheet (KIIS).

2. From Crowdfunding to Tokens: The Legal Transformation

The most interesting developments are happening now – as the ECSP Regulation meets the DLT Pilot Regime.

The European regulator has effectively opened the path toward investment tokenization, creating a foundation for transforming crowdfunding platforms into regulated token marketplaces.

How it works:

• a company raises funding via an ECSP platform;
• shares or debt instruments can be represented as tokens on a blockchain;
• secondary trading of such tokens is allowed only on licensed trading venues – within ECSP, only a bulletin board (without matching or executing trades) is permitted;
• transparency is ensured through smart contracts and a public ledger of transactions.

Thus, crowdfunding becomes a launchpad for real-world asset (RWA) tokenization – from real estate and green energy to startup equity and private funds.

An ECSP platform may integrate DLT infrastructure to issue tokenized financial instruments (security tokens under MiFID II/Prospectus definitions) and even facilitate their listing/trading on separately licensed marketplaces.

Legally, this marks a shift from a simple “fundraising platform” to a fully-fledged financial intermediary that:

• performs investor onboarding, identification, and categorization;
• maintains ownership records via tokens;
• ensures disclosure, whitepapers, and audit trails.

Important:

• If tokens qualify as financial instruments, the crypto-asset framework for non-financial tokens does not apply.
• If tokens are non-financial (i.e., not financial instruments under MiFID II), they fall outside ECSP/MiFID scope and require a separate compliance analysis under applicable national/EU rules.

3. New Opportunities for Businesses and Investors

The ECSP License turns crowdfunding from “fundraising” into a regulated capital-raising process – designed for tokenization and secondary trading.

For businesses – a legal path to tokenized capital

Instead of an expensive Initial Public Offering or a complex prospectus:

• a company can issue tokenized shares or debt instruments;
• up to EUR 5 million within 12 months per project owner under ECSP;
• access investors across the EU through passporting.

The result: shorter timelines to enter regulated markets, reduced transaction costs, and readiness for organized secondary trading (e.g., on a DLT trading venue) – all within a single regulatory framework.

For investors – a protected and digital experience

• verified projects with transparent risk disclosures;
• diversified portfolios through tokenized assets (equity/debt/RWA);
• protection and transparency ensured by KYC/AML and compensation mechanisms.

Thus, investors benefit from clear rules, digital assets, and low-barrier access to new investment opportunities.

Regulatory safeguards include:

• Suitability test: verifying investor understanding of risks;
• Information disclosure: standardized KIIS with project and investment terms;
• Mandatory risk warnings: clear and prominent, no “fine print”;
• Transparent fees: clear remuneration rules for platforms and intermediaries.

The result is a blend of protection and efficiency: investors gain a digital, regulated experience, while companies obtain a legally compliant tokenized capital structure suitable for EU secondary markets.

4. The Role of Manimama Law Firm

The Manimama Law Firm assists businesses in making this transition – from traditional crowdfunding to token marketplaces – in a legal, secure, and strategically beneficial way.

We provide end-to-end support in:

• preparing the full documentation package for obtaining an ECSP License in the chosen jurisdiction (Lithuania, Estonia, Poland, Spain, etc.);
• legal structuring of tokenized crowdfunding platforms in line with MiFID II/Prospectus, the DLT Pilot Regime, and national laws (including regimes applicable to non-financial digital assets);
• adapting Terms of Use, Investor Agreements, AML Policies, and Risk Disclosures;
• integrating blockchain solutions compliant with EU operational resilience requirements under DORA;
• creating legal models for tokenized shares, bonds, or revenue-share instruments.
  

💡 We help companies not only obtain a license but also build a scalable financial ecosystem with clear separation between regimes for financial and non-financial instruments.

5. Crowdfunding as the Future of Tokenization

Crowdfunding is no longer merely a fundraising mechanism.

It has become a digital investment model that gives businesses freedom and users the ability to participate in real, tangible projects.

The combined framework of ECSP Regulation, MiFID II/Prospectus (for tokenized financial instruments) and the DLT Pilot Regime paves the way for fully licensed token marketplaces, where digital assets have legal recognition and investors enjoy full regulatory protection.

💡 Manimama Law Firm supports projects at every stage – from license application to launch of the tokenized platform.

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The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation.