Addison Cameron-Huff

I've completed my series of blog posts about launching a token as a Canadian business, but it's 23000+ words, so probably most people in 2026 aren't going to be reading it, they're going to be LLMing it.

Most of my clients are heavily using LLMs already, and I've even launched my own production Slack bots for contract pre-reviews, regulatory pre-review, etc.

Over the last two weeks, I've published what Gemini tells me is the equivalent length of a Master's thesis (24000+ words) on the topic of launching tokens in Canada. My goal with this series is to challenge the orthodox view that launching a token in Canada is illegal. For years, lawyers have advised their clients to steer clear of Canada. But is that advice well-founded? What's the real state of the law? Has anything changed over the last decade? My thesis is that lawyers and regulators alike have failed to properly understand the nature of tokens, the developments since the 2017/2018 boom, and changing thought south of the border (see part 1). It's up to entrepreneurs to decide if Canada will be the home of the next great thing in crypto but I believe there's no legal barrier to the majority of projects launching here.

These posts capture my experiences working with some of the best lawyers in North America, and seeing how the cases, regulatory decisions, and projects have unfolded.

This is the 10th article in my series on launching tokens in Canada. This post contains some of the practical tips that I've given to token projects over the last few years (all of which have not had any regulatory or private legal actions against them). The goal is to minimize risks while selling, both in the initial phases of a project and later. The latter part of this post concludes by explaining how securities laws impose a useful type of discipline that moves people away from failed projects and short-term thinking. Following the law can be a powerful advantage in the market.

Conservative Rules Of Thumb For Selling

The previous post in this series explains the rule for tokens: NRFM. But what does this mean in practice? What sorts of tokens can be launched in Canada?

14 Legal Token Types

A Canadian token creator needs to know one rule: No ROI From Management. This is the true rule of Pacific Coin and Howey. Token creators in Canada have to take this rule to heart, and they have to think of this rule as they make their systems, because if they obey the rule, they can likely launch their token in Canada without accidentally stepping into the danger zone of securities laws.

Repeat after me: No ROI From Management.

The previous posts in this series (part 1, part 2, part 3, part 4, part 5, and part 6) describe the regulators who have taken an interest in tokens, the applicable legal regimes, the history of those rules, and what provincial securities regulators have said about tokens being securities. Having canvassed this, it's time to look at the American experience, because, under similar legal rules, the federal securities regulator recently issued guidance that surprised many people by saying that a number of types of tokens are permitted.

Clear Guidelines In The US

The previous posts in this series (part 1, part 2, part 3, part 4, and part 5) establish what's regulated and why. The primary issue that's arisen for token creators in Canada has been provincial securities laws but, when properly understood through a neutral lens (i.e. not through the lens of the regulator itself) is far more limited than most people understand. To put this altogether, I've explained below what the special categories of tokens are that have challenging legal regimes that apply. Despite what most people think, Canada is still a country generally governed by the rule of law, and the rule of law is that if something is not forbidden then it's permitted. If there is no legal reason why a token can't be launched, then it can. Below are some special situations where maybe they can't be launched. Or, if they can be, that there's significant rules that are relevant to the viability of doing this in Canada.

The special categories that are danger zones are:

In part four and part three we saw that the OSC and other provincial securities regulator regulate the raising of capital. The key learning here is that if a token is a stand-in for a thing that is regulated, then that token will be regulated just like the thing it stands in for. If I make a token that is redeemable for narcotics, that'll be unlawful, but only because the dealing in narcotics is regulated. Similarly, if a token represents a capital raise, or the token in combination with other things is sufficiently similar to a capital raise, then that's where the securities regulators will get involved.

Raising Capital Or Earning Revenue?

Part three of this series looked at the historical origins of the modern approach to interpreting what a security is. Now that we know how the courts have decided the fundamental issue for orange groves and bags of coins, we can look at how regulators have applied this to digital assets. (If any of the terms below are unfamiliar, please go back and read part three and this will make more sense).

Below is a complex dive into regulatory guidance. Keep in mind what all of this shows: the OSC has never said that all crypto is a security, and they have consistently referred to tokens in reference to “raising capital”, which few disagree is a regulated activity. The guidance isn't wrong, it's the interpretation of that guidance that is. Furthermore, in the application of this guidance, there isn't one decided case to point to that says whether any non-stablecoin token is a security, other than in connection with an investment/fraud scheme. But there is a 2024 CMT decision that suggest the OSC has pushed beyond the bounds of the law in their characterization of tokens.

Part two of this series dealt with federal regulators in Canada, which is a relatively simple story: they're simply not very relevant to a company launching a token (unless it's a stablecoin). This part deals with the thornier topic of securities regulators, who have been the most vocal governmental opponents of new token launches.

Understanding The Securities Regulator Dilemma

In the first part of this series I noted some of the reasons why the time is right to think about launching a token in Canada. The enormous change in the posture of American regulators (without underlying legislative action) is the reason to think that the same will one day happen in Canada. But the starting point for understanding why things have changed is to look at how things were. Anyone with a deep understanding of the regulatory guidance and applicable laws, like loyal readers of this blog, may want to skip to part four of this series (part three concerns securities laws).

Why Do People Think You Can't Launch A Token In Canada?

Launching a token as a Canadian business is possible and the legal environment is better now than probably any time in the last decade. This is a legal take that probably hardly any lawyers in Canada share, and I hope that this blog post changes their views. If you're a skeptic and your view isn't changed, at least you'll see the rationale for a different point of view: that tokens are legal, can be launched in Canada, and can be genuienly an advancement over the non-digital world.

Over the next week or so I'll be posting a series of blog posts explaining why I have this view. This will be a series because there's no such thing as “a token”. There's a variety of different types of tokens, with different attributes that determine their legal risk. This is obvious to industry watchers, and is being made clear in US guidance that's no longer simply painting tokens with the broad (negative) brush of “security”. There's a recognition now at the federal level in the US that nuance is the name of the game, and that digital assets aren't de facto illegal. And what happens in America soon comes to Canada.

I've made a Slack bot for applying LLMs (Google's Gemini) to legal questions for my clients. This system excels at contract analysis and discussion of commercial & crypto legal issues, but could be applied to any domain. This blog post explains how it works, what it is, and how I got here. At the bottom you can read about trying it out yourself. I've been very impressed with the results, and so have some of the people who've tested this out: “***** - this is fantastic, I had a junior conduct this review for me last week”.

Why Slack?

Where are the opportunities for entrepreneurs in 2026? Below are opportunities that are worth tens if not hundreds of billions. In the crypto space, the best product is what wins out, rather than the ones with the most money or most government connections. A company with a few million dollars in investment can build a business that services hundreds of thousands of users, moving or saving billions of dollars a year. There's not many other industries where this kind of leverage and growth is possible, which is why 2026 will continue to attract investment and enterpreneurial spirit. The biggest areas I see, based on my clients and work in this space are:

1. Stablecoins

As 2025 comes to a close, it's worth reflecting not just on this year, but the last decade of Canadian crypto. What's gone well? What hasn't? What does the last decade tell us about what's to come?

Amazing: Founding Of Crypto's Main Chain

This is a part of a series of blog posts about the proposed federal Stablecoin Act.

Imagine a different Canada, in which the federal government wanted to adopt modern technology, attract money to Canada, and increase the safety of stablecoin users. Below is a law that proposes to do that.

A few days ago I published a critique on the proposed stablecoin law in Canada. Step 1 of any problem solving method is to check whether there is a problem. But the next step is to ask, what would address the problem? What's missing from the proposed Stablecoin Act?

An easier question than what exactly is missing, because that answer depends on political views, is to put forward the principles that ought to be looked to.

Canada is (probably) getting a new federal law about stablecoins: the Stablecoin Act, introduced as part of the recent omnibus budget bill. This is an interesting moment for me, as I was the general counsel for Canada Stablecorp when they first were getting off the ground six years ago with what's now the first (and only) approved stablecoin in Canada: QCAD. But wait, how can QCAD be approved when the Stablecoin Act hasn't been passed yet? Read on to learn more about how the current system works, what the new law proposes to do, and the surprising lack of explanation from Parliament as to what this law is for.

Before going further with this blog post, I should say that I haven't worked on QCAD for many years, and their success is the product of many people working for many years, including a number of other lawyers, and what I write here doesn't reflect their views or any of my other clients.

Several tokenized stock/ETF offerings have been created and gone live on public blockchains in the last few months. What this means is that people can buy, on public blockchains, (without any KYC, account opening, etc.) various US stocks and ETFs. This is a huge milestone, and it's been in the works for years. It's incredibly challenging to do this because it requires connecting several jurisdictions with an eye to creating tokenized stocks that can escape the sandbox and then come back to the sandbox for redemption. This is a legal triumph, not a technical one, because the basic idea of “stocks on chain” is not a difficult one. This article explains several different routes being used to create these tokens.

Introduction

“Everything is worth what its purchaser will pay for it” -Traditionally attributed to Publilius Cyrus

Since I started as a lawyer working with cryptocurrency projects, I've heard endless versions of the tulip bulb story and the classic tales of bubbles. The first “bubble” was the South Sea Company, a quasi-government fraud that exploded into speculative frenzy then collapse. But the more famous bubble story is that of the tulips.