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I'm making a decetralized blockchain app that lets users create tokens and sell them to other users with the agreement that the issuer will repurchase the tokens at the bearers demand. So its pretty much a loan, similar to issuing a bunch of bonds. I'd like the issuer to be contractually obligated to repurchase the tokens from whoever the bearer is at the time the bearer requests the repurchase. Since the tokens can be resold, the set of people who constitue the bearers can change over time, so their identities cannot be known at the time of signing.

Is this a problem, or is it sufficient to refer to the non-issuer parties as "the bearers" and state that they may change? A bearer really has no obligations so identifying his exact identity doesn't seem like it should be an issue, but I've never written a contract before and I read online that the parties need to be identified.

Thank you in advance!

FYI I made sure the token doesn't qualify as a security in the eyes of the SEC so no need for concern there.

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    In what way did you make sure of that?
    – user6726
    Sep 14, 2019 at 2:00
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    The loans are zero-interest and will be marketed as a "cheritable investment", because that's what they are. Instead of donating you can give a loan without intrest. So there's no reasonable expectation of profit, which is a stipulation of the Howey test
    – Jonah
    Sep 14, 2019 at 2:12
  • What is a charitable investment ?
    – George White
    Sep 14, 2019 at 20:14
  • A loan with no interest
    – Jonah
    Sep 15, 2019 at 3:47

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is it sufficient to refer to the non-issuer parties as "the bearers" and state that they may change? I read online that the parties need to be identified.

It is unclear what exactly you read online, but references such as bearer, holder, or the like may suffice as long as those references are unequivocal for purposes of the contract.

In the context you outline, the issuer's obligation is only with respect to a financial instrument that has not been redeemed, regardless of who is in possession of it as a result of 2nd-market transactions. This is especially true if tokens are intended to be fungible (like Bitcoin).

By way of analogy, in Bitcoin identification does not involve the holder's personal identifying information such as name, SSN, or tax ID. There, identification consists of a signature with which miners can verify whether the sender truly is in possession of the amount needed for the intended transaction. That signature ultimately derives from the holder's private key, which usually is random and therefore cannot be expected to reflect the holder's personal information. From this standpoint, there is no palpable difference between this and what you envision.

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    It was a wikiHow article lol. Thanks for the response. The tokens are indeed fungible and it's a lot like Bitcoin in the way you describe. Really, the bearer is the knower of the private key. And the issuer's signature is a cryptographic one. I'll be unequivocal in my definition of the bearer
    – Jonah
    Sep 14, 2019 at 18:18
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This is a problem

Specifically the fact that this is not “like a bond” it is a bond and, as such you have to meet all the legal requirements of a person who issued commercial bonds.

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    I doesn't meet the SEC's requirements for a security, so what legal requirements are you talking about?
    – Jonah
    Sep 14, 2019 at 1:44

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