Update of the offering document: documents to prepare
An update to a token offering document is triggered by a material change: a shift in the use of proceeds, a revised risk factor, a change to the issuer's structure, or a correction to a figure already published. Before drafting starts, four items need to be ready: the current document, a change log, supporting evidence for each change, and sign-off from the person accountable for the offer. Preparation usually takes one to three weeks, depending on how many changes are bundled together.
Why an update is required
Offering documents for tokenised assets are expected to stay accurate for as long as the offer runs. When a stated fact stops being true, the rule under the applicable disclosure regime is straightforward: the document is corrected before the next investor relies on it. The obligation attaches to the issuer, not to any single department, and does not disappear because the change seems minor.
In practice this means the update process starts the moment a change is identified, not the moment someone decides it is worth writing up. Delay between identification and correction is itself a source of risk, separate from the change that triggered the update.
What changes in the timeline and risk
Once a material change is identified, the offer effectively pauses for new investors until the update is published. Existing subscriptions already accepted are not automatically reopened, but any subscription accepted after the change was known and before the document was corrected creates a liability exposure for the issuer.
This is the point of no return referenced in the title of this page. Before that moment, the issuer can still choose the shape of the correction — a short erratum or a full redraft. After that moment, an accepted subscription is difficult to unwind, and the correction has to address the fact that investors relied on outdated information, not only the underlying change itself.
Steps to prepare the update
- Assign one accountable owner for the update — usually the person who signed the original document.
- List every change since the last published version, however small it seems.
- Attach evidence for each change: board minutes, a valuation note, a corrected schedule, or a signed confirmation from the relevant department.
- Draft the revised sections only; do not rewrite unaffected parts of the document.
- Route the draft through legal review before it reaches the compliance sign-off stage.
- Publish the update through the same channel used for the original document, dated and version-marked.
- Notify any distribution partner that has been circulating the previous version, and confirm receipt in writing.
Documents to prepare
| Document | Purpose | Prepared by |
|---|---|---|
| Change log | Records every amendment with date and reason | Project lead |
| Evidence file | Supports each change with a primary source | Relevant department |
| Redlined draft | Shows old and new wording side by side | Drafting counsel |
| Sign-off memo | Confirms the accountable person approved the final text | Issuer's authorised signatory |
| Distribution notice | Confirms partners received and applied the update | Project lead |
Who decides and when
The issuer's board, or the person it has delegated the decision to, approves the update before publication. There is no external approval step for most changes; the update becomes effective on publication, not on any regulator's confirmation.
A decision on whether a change is material enough to require an update should be reached within two working days of the change being identified. Holding that decision open for longer extends the pause on new subscriptions without a corresponding benefit to accuracy.
If your situation differs
If the change is a correction of a factual error rather than a shift in substance, the update can often be a short erratum rather than a full redraft. The evidence file is smaller, but the sign-off step still applies in full.
If the change affects a risk factor investors already relied on, existing subscribers may need to be notified directly, not only through republication of the document. A notice sent only to new investors does not address the exposure created by earlier subscriptions.
If more than one jurisdiction is involved, each local distribution channel needs its own confirmation that the update has reached it before new subscriptions resume there. Treating one confirmation as covering every channel is a common source of delay later.
What this page does not cover
This page describes the internal preparation process, not what happens once the update reaches a distribution partner or a counterparty abroad.
Who counts as your counterparty once the update reaches a distribution partner depends on how that counterparty is structured; see Counterparty in Finland.
The documents themselves, once drafted, need a separate check before anyone relies on them; see Document in Ireland.
Where the offer touches more than one country, the jurisdiction picture needs its own confirmation, separate from this preparation checklist; see Jurisdiction in Germany.
Verified
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Related reading
A related procedure covers the step before this one: Cross-border offer assessment step by step.
Next step
If the change you are handling touches a person connected to political office, the documents to prepare are different and the timeline runs faster: see What to do first in this situation.
FAQ
How long does update of the offering document take in practice?
Most updates are prepared within one to three weeks, from identifying the change to publishing the revised document. A single-issue erratum can move faster; a bundle of changes covering several sections takes longer, mainly because evidence gathering and sign-off run in sequence, not in parallel. Distribution partners then need their own time to confirm receipt before new subscriptions resume through their channel.
Which documents are needed to start?
Work cannot start without the current published document, a change log listing what has shifted, and evidence supporting each listed change. Sign-off authority should be confirmed before drafting begins, not after, so the draft does not need a second round purely for approval reasons. A distribution list of partners who hold the previous version is also worth preparing early, since notifying them is the final step.
What happens if the other side does not respond?
If a distribution partner does not confirm receipt of the update, new subscriptions through that channel should be paused until confirmation arrives. Silence is not treated as consent; the issuer carries the risk of any subscription accepted through an unconfirmed channel after the change was already known. A short written reminder with a fixed deadline is usually enough to move the confirmation along.