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January 1, 2026· SSRN Electronic Journal
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Beyond the Holder: An Issuer-Side Accounting Framework for Token Issuance, Airdrops, Governance Tokens, and Web3 Loyalty Programmes Academic Working Paper and Standard-Setting Discussion Paper for IASB / IFRS / CPC Consideration

Authors:Rafael Minuti *

Abstract

The accounting architecture for digital assets has developed unevenly. Under both IFRS and U.S. GAAP, recent technical activity has concentrated mainly on the holder-side of crypto-assets, while issuer-side token transactions remain fragmented across analogies to financial instruments, revenue contracts, loyalty programmes, provisions, and, in practice, non-recognition. That fragmentation is no longer tenable. Web3 issuers, centralised platforms, fintechs and traditional enterprises are now using tokens not only as fundraising devices, but also as access rights, governance mechanisms, customer-retention instruments, and promotional distribution tools. This paper develops a principles-based issuer-side model that separates token arrangements according to their economic substance rather than their technological form. The proposed framework proceeds through five decision gates: • (i) whether the token creates a contractual claim or residual interest within IAS 32 / IFRS 9; • (ii) whether it embodies an enforceable promise to transfer goods, services or network access within IFRS 15; • (iii) whether it grants a material right in a loyalty or rewards structure; • (iv) whether a promotional airdrop creates a substantive stand-ready obligation; and • (v) whether the token is, in substance, a governance-only digital right with no continuing issuer obligation. The paper argues that minting alone is ordinarily not a recognition event, that internally generated treasury tokens are not issuer assets, that governance tokens are not equity absent the IAS 32 residual-interest test, and that utility and loyalty tokens ordinarily create contract liabilities rather than immediate revenue. It also proposes a more disciplined treatment for promotional airdrops, together with journal-entry mechanics, disclosure requirements, market illustrations and a bridge to CPC and U.S. GAAP practice. The objective is to provide an auditable, globally usable foundation for the accounting of token issuance by issuers rather than holders.

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