Foreign Experience in the Legal Regulation of Utility Token Circulation

The study offers a comparative legal analysis of the statutory recognition and private-law regime of utilitarian digital rights (utility tokens) in foreign jurisdictions and the Russian Federation. It shows that this institution emerged at the intersection of contract and financial law and is evolving from a technologically neutral, functional approach toward more formalized constructs. Drawing on the experience of the United States, Singapore, the United Kingdom, Japan, the UAE, Switzerland, South Korea, Germany, Australia, and Canada, the paper identifies key criteria for distinguishing utility tokens from investment instruments (including via the Howey test) and examines the regulatory consequences of such classification. Particular attention is paid to the Russian model of special regulation: the normative definition of utility digital rights in the Civil Code of the Russian Federation, their issuance and circulation via the framework of investment platforms, and the correlation with digital financial assets. The paper explores the practical effects of different models (the regulatory exclusion model, the specialized regulation model, and the general contract law model) for market participants – risk allocation, consumer and investor protection, compliance requirements, and legal certainty while preserving flexibility for innovation. It analyzes the hybrid nature of tokens and approaches to NFTs, substantiating the need for combined regulatory regimes where mixed characteristics are present. Proposals are formulated to optimize national regulation, including clarification of qualification criteria, a risk-oriented typology, proportionate requirements for issuers and platforms, as well as mechanisms for law enforcement coordination to support the sustainable development of digital civil turnover.