Foundations and associations for protocols

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Swiss private law offers two legal forms that have become standard wrappers for decentralised protocols. The foundation under Art. 80 ff. CC is a pool of assets dedicated to a purpose, without members or shareholders, administered by a board and supervised by a federal or cantonal supervisory authority. It cannot be owned and its purpose can be changed only within narrow limits. Its board is bound to pursue that purpose with the assets entrusted to it. These features made it the natural vehicle for a protocol treasury whose founders wished to signal that the tokens and funds raised were held for the protocol and could not be diverted. The association under Art. 60 ff. CC is a membership organisation with legal personality that can be formed by two or more persons with written articles and that can be adapted to give token holders a membership role. It has become the preferred wrapper for DAOs whose communities want to vote. Part B, Chapter VII and Part P, Chapter II treat both forms and the liability questions that surround them.

Checklist

A protocol team considering a Zug foundation should be able to answer the following before the first meeting with counsel: - What is the purpose of the foundation, in one sentence, and does any part of that purpose benefit the founders personally? - What assets will the foundation hold at the outset, in what form, and who will control the keys? - Who will sit on the board, how many will be Swiss residents, and how will conflicts of interest with the operating company be managed? - Will the foundation sell tokens, and if so to whom, where, and under what classification? - Will the foundation apply for tax exemption, and is the purpose clause compatible with that application? - What is the relationship between the foundation, the operating company that employs the developers and any Singapore entity in the group?

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Dr Alexander Ressos, TEP

Of Counsel, KGP Legal LLC

I am Of Counsel with KGP Legal LLC in Singapore, where I work with a global client base of successful entrepreneurs and their families, independent asset managers, commodity trading houses and other commercial clients. I am a German and Swiss attorney-at-law, also admitted as a solicitor in England & Wales and in Hong Kong. I divide my time between Zug in Switzerland, Singapore and Hong Kong. Since 2017 I have advised international clients on more than 700 crypto and digital asset projects. I also have extensive experience in cross-border litigation and arbitration in Singapore, Hong Kong and other markets in South-East Asia and Greater China.

I operate across the key financial centres in South-East Asia, the Middle East and Switzerland, with a particular focus on asset protection, international tax and estate planning, as well as trusts, company administration and other fiduciary services. My philosophy is to serve as a trusted advisor working closely with my clients and to help them achieve their commercial objectives.

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SingaporeIQ is edited by Dr Alexander Ressos, an international business lawyer with more than 15 years of local experience in Singapore as a permanent resident, a Singapore registered foreign lawyer and managing partner of a Singapore foreign law practice. In addition to significant experience in cross-border investments and transactions, UHNWI private client work and sanctions/export controls, Dr Ressos has extensive experience in cross-border business and in crypto and digital-asset projects in Singapore, drawn from more than 700 projects since 2017.

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