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Zug protocol foundation

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The Swiss foundation is established by public deed before a notary, registered in the commercial register and placed under the supervision of the competent authority, which for protocol foundations with international scope is the Federal Supervisory Authority for Foundations (ESA) in Berne.1 The timeline is driven by the supervisory authority's preliminary review of the deed and regulations, which is optional in law and indispensable in practice. The tax exemption application, if one is made, adds further months.

PhaseContentDurationOfficial feesProfessional costs
1Structuring memorandum: purpose, assets, board, relationship to OpCo and token3–6 weeksNoneCHF 15,000–40,000
2Drafting of deed, regulations, treasury and conflict rules3–6 weeksNoneCHF 15,000–30,000
3Preliminary review by ESA4–12 weeksESA fee CHF 500–2,000 (indicative)CHF 5,000–10,000
4Notarisation and commercial register filing in Zug1–3 weeksNotary CHF 1,000–3,000; register CHF 600–1,000 (indicative)—
5Endowment transfer (fiat and tokens), bank account, custody2–8 weeks (bank onboarding is the bottleneck)None—
6Tax exemption application to the Zug tax administration (optional)3–6 monthsNoneCHF 10,000–25,000
7Annual: audit (unless exempted), ESA reporting, tax returnOngoingESA annual supervision fee by assetsAudit CHF 8,000–25,000

The elapsed time from first meeting to a registered foundation with an operating bank account is three to six months. The step clients underestimate is the bank account. Swiss banks that accept protocol foundations as clients require the foundation's source of funds (usually the founder's token allocation or a token sale) to be documented to AML standards, and several banks will not accept a foundation whose only asset is its own token. A foundation that needs a bank account to pay a notary has a chicken-and-egg problem that is solved by the founder advancing the costs and the foundation reimbursing them after endowment.

Notes

  1. Civil Code Art. 80–89a; Ordinance on the Federal Supervisory Authority for Foundations and its fee schedule; the Zug practice is described in Part P, Chapter II. ↩

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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