Who is the counterparty: the legal person behind the protocol
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The preceding sections have repeatedly asked who the counterparty is. The question can be approached systematically. Every DeFi protocol has some combination of the following persons connected to it. The legal analysis consists of identifying which exist and what each can do.
| Candidate | What it typically can do | Legal exposure in Switzerland | Legal exposure in Singapore |
|---|---|---|---|
| Developer company or foundation | Wrote the code; may hold admin keys; often operates the front-end | Financial intermediary if it holds power of disposal; operator if it can change rules | Provides DPT service or operates market if it controls or operates the front-end |
| Governance token holders (DAO) | Vote on parameters, upgrades, treasury | Possible simple partnership (Art. 530 CO); operator in substance if votes are effective | Possible unincorporated association or partnership; operator if effective control |
| Front-end operator | Runs the website or app users interact with | Financial intermediary if it facilitates transfers for others; FinSA conduct duties if offering financial instruments | Facilitating exchange of DPTs if it routes orders; may need PSA licence |
| Liquidity providers | Supply assets to pools | Counterparties to trades on the agency analysis; no regulatory status | Counterparties; no regulatory status |
| Node operators and validators | Run infrastructure | Generally none unless they hold keys to user assets | Generally none |
| Oracle providers | Supply price data | Possible tort liability; no licence | Possible tort liability; no licence |
| Multisig signers | Can execute privileged functions | Power of disposal if they can move user assets; simple partnership among signers | Possession or control if they can move user assets |
The table shows the two features that matter most. The first is the existence of an administrator or multisig key that can change the contract or move user assets. Where such a key exists, whoever holds it has power of disposal in the Swiss sense and possession or control in the Singapore sense, and is a regulated person. The second is the front-end. Most users never interact with a contract directly. They use a website operated by someone who chooses which contracts the website connects to, which tokens it displays and which users it serves. Both regulators have identified the front-end operator as the most promising point of regulatory attachment and have said so.
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.