Practice Toolkit — a part of the book Digital Assets Law in Singapore and Switzerland by Dr Alexander Ressos.
Practice Toolkit: a part of the book Digital Assets Law in Singapore and Switzerland by Dr Alexander Ressos.
This part belongs to Digital Assets Law in Singapore and Switzerland by Dr Alexander Ressos, published here in full, section by section.
Practice Toolkit
The sixteen parts before this one explain the law of digital assets in Switzerland and Singapore in the order a lawyer thinks: nature of the asset, regulatory perimeter, anti-money-laundering… Read more Singapore · ToolkitDecision guides
The eight guides in this chapter share a format. Read more Singapore · ToolkitDo I need a Swiss licence?
The question arrives in many forms. Read more Singapore · ToolkitDo I need a Singapore licence?
Singapore's answer is reached through fewer statutes but with wider reach. Read more Singapore · ToolkitIs my token a security?
The question is the pivot of both regulatory systems, because a security attracts prospectus duties, dealer licensing and market-abuse rules that a payment or utility token does not. Read more Singapore · ToolkitPrivate wealth or professional trading? The Swiss tax question
For an individual resident in Switzerland the question decides whether gains on crypto assets are tax-free private capital gains under Art. 16 para. 3 of the Direct Federal Tax Act (DFTA) or taxable… Read more Singapore · ToolkitTrader or investor? The Singapore tax question
Singapore has no capital gains tax, which means that the question of whether a disposal gain is capital or revenue decides whether it is taxed at all. Read more Singapore · ToolkitIs my custody insolvency-remote?
The question matters for every client who leaves crypto assets with a third party: exchange users, funds using a custodian, family offices using a private bank's crypto desk, trustees. Read more Singapore · ToolkitMust I report under CARF?
The OECD Crypto-Asset Reporting Framework (CARF) obliges reporting crypto-asset service providers to collect self-certifications from users and to report transactions to the tax authority of the… Read more Singapore · ToolkitCan I serve EU customers from Zug or Singapore?
The Markets in Crypto-Assets Regulation (MiCA) applies since 30 December 2024 to crypto-asset service providers (CASPs) and since 30 June 2024 to issuers of asset-referenced and e-money tokens. Read more Singapore · ToolkitChecklists
A checklist is only as good as the understanding behind it. The thirteen lists in this chapter assume that the reader has grasped the reasoning in the parts to which they refer. Read more Singapore · ToolkitFINMA SRO affiliation
Affiliation to a self-regulatory organisation is the first regulatory act of almost every Swiss crypto business, because the AMLA duty attaches the moment a financial intermediary accepts its first… Read more Singapore · ToolkitFINMA licence application
A FINMA licence is needed where the business crosses from AML-only territory into prudential regulation: deposit-taking, portfolio management, securities dealing, fund management, trading venue… Read more Singapore · ToolkitMAS DPT licence application
A PSA licence for digital payment token services is applied for through MAS's online portal, following the Guidelines on Licensing for Payment Service Providers (PS-G01). Read more Singapore · ToolkitMAS DTSP under FSMA Part 9
The digital token service provider regime catches Singapore-based persons who provide digital token services outside Singapore and who are not already licensed under the PSA, SFA or another… Read more Singapore · ToolkitAML programme
The AML programme is the document regulators and banks ask for first and read most closely. Read more Singapore · ToolkitTravel rule implementation
Both hubs require financial intermediaries to transmit originator and beneficiary information with crypto transfers. Read more Singapore · ToolkitToken sale documentation
A token sale produces a predictable set of documents whose quality determines what the issuer can say to FINMA, to MAS, to exchanges and to purchasers afterwards. Read more Singapore · ToolkitCustody agreement review
Whether the client is placing assets with a custodian or acting as one, the custody agreement decides the insolvency outcome analysed in the sixth decision guide. Read more Singapore · ToolkitEstate plan for digital assets
The death of a token holder is the event for which the fewest clients have prepared. The checklist translates the planning principles of Part P, Chapter VIII into actions. Read more Singapore · ToolkitIncident response after a hack
The first hours after a security incident decide whether assets are recovered and whether the firm survives the regulatory aftermath. Read more Singapore · ToolkitAsset tracing in the first 72 hours
Stolen or misappropriated tokens move fast and leave a public trail. The first 72 hours are when the trail is freshest and when freezing orders can still catch assets at an exchange. Read more Singapore · ToolkitRelocation to Zug
A founder or investor relocating to Zug faces immigration, tax, social security and practical steps that interlock. Read more Singapore · ToolkitRelocation to Singapore
A founder relocating to Singapore needs a pass before anything else. The pass depends on the role. The Employment Pass requires a sponsoring employer and a qualifying salary. Read more Singapore · ToolkitModel clauses and document skeletons
Model clauses are dangerous in the hands of someone who does not know why each word is there. Read more Singapore · ToolkitCustody agreement: core terms under Swiss law
The Swiss custody agreement has one job above all others: to put the client within Art. 242a DEBA. Read more Singapore · ToolkitCustody agreement: core terms under Singapore law
Under Singapore law the custody agreement achieves insolvency remoteness by creating a trust. The drafting must therefore supply the three certainties: intention, subject matter and object. Read more Singapore · ToolkitToken purchase agreement: key clauses
The token purchase agreement governs the primary sale of tokens that exist or will exist at closing. Its difficulties lie in three places. Read more Singapore · ToolkitSimple agreement for future tokens
The SAFT is an investment contract under which the investor pays now for tokens to be delivered when the network launches. Read more Singapore · ToolkitPurpose clause for a Zug protocol foundation
The Swiss foundation is a dedicated body of assets with legal personality, created by a founder for a purpose that the foundation board must pursue and that the supervisory authority polices. Read more Singapore · ToolkitArticles of a DAO association: outline
The Swiss association under Art. 60 ff. Read more Singapore · ToolkitGoverning-law and dispute clauses for Swiss–Singapore contracts
Contracts between Swiss and Singapore parties need a governing law that both courts will respect and a forum that can grant relief against assets in both places. Read more Singapore · ToolkitWill clause for digital assets
A will that does not mention digital assets leaves the executor with two problems: establishing that the assets exist and gaining the power to deal with them. The clause below solves the second. Read more Singapore · ToolkitLetter of wishes for a trustee holding tokens
A trustee holding digital assets needs guidance on matters a conventional letter of wishes never covers. Read more Singapore · ToolkitBoard resolution accepting crypto as a capital contribution
Swiss company law permits contributions in kind on incorporation or a capital increase if the asset can be shown on the balance sheet, can be transferred to the company and is realisable. Read more Singapore · ToolkitProcedural roadmaps with timelines and cost ranges
Clients ask two questions about every procedure before they ask about the law: how long will it take and what will it cost. Read more Singapore · ToolkitSwiss SRO affiliation and FinIA portfolio manager licence
The combined roadmap covers the common case of a Zug asset manager that first affiliates with an SRO to begin AML-compliant operations and then obtains a portfolio manager licence under Art. 17… Read more Singapore · ToolkitSingapore major payment institution licence for DPT services
The MPI roadmap assumes a Singapore company applying for a licence to provide DPT services, with retail and institutional customers and a group parent in Switzerland. Read more Singapore · ToolkitZug protocol foundation
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… Read more Singapore · ToolkitSingapore variable capital company
The VCC is Singapore's fund vehicle, incorporated under the Variable Capital Companies Act 2018 and registered with ACRA, with a MAS-licensed or registered fund manager as a statutory requirement. Read more Singapore · ToolkitSwiss limited qualified investor fund
The L-QIF, available since 1 March 2024, is a collective investment scheme for qualified investors that requires no FINMA approval or supervision of the fund itself. Read more Singapore · ToolkitSwiss lump-sum taxation ruling
The expenditure-based taxation ruling is sought from the cantonal tax administration before the individual takes up residence. Read more Singapore · ToolkitSingapore Employment Pass and ONE Pass
The Employment Pass is sponsored by a Singapore employer and depends on a qualifying salary, which is higher for older applicants and for the financial services sector. Read more Singapore · ToolkitVoluntary disclosure in Switzerland and Singapore
Both jurisdictions reward a taxpayer who discloses undeclared income or assets before the authority finds them. Read more Singapore · ToolkitRegulator and authority directory
A practitioner moving between Zug and Singapore deals with two dozen public bodies and a dozen private ones whose names recur throughout this book. Read more Singapore · ToolkitSwitzerland: supervision and policy
The integrated supervisor of banks, insurers, securities firms, fund managers, portfolio managers (through the AOs), financial market infrastructures and, for AML purposes, directly supervised… Read more Singapore · ToolkitSwitzerland: tax
Responsible for direct federal tax policy and supervision of the cantons, withholding tax, stamp duties, VAT and the international exchange of information including CRS and, once the partner-state… Read more Singapore · ToolkitSwitzerland: criminal enforcement and AML
The federal prosecutor, competent for money laundering with international dimensions, organised crime, offences against the federal administration and cases delegated by the cantons. Read more Singapore · ToolkitSwitzerland: registration, courts and self-regulation
The registration authorities for companies, foundations (except family and ecclesiastical foundations) and associations carrying on a commercial business. Read more Singapore · ToolkitSingapore: supervision and policy
The central bank and integrated financial regulator, responsible for the PSA, the SFA, the FSMA and the AML/CFT notices for all regulated financial institutions. Read more Singapore · ToolkitSingapore: tax, criminal enforcement and AML
The tax authority for income tax, GST, stamp duty and property tax, which also acts as the competent authority for CRS and CARF exchange. Read more Singapore · ToolkitSingapore: courts, dispute resolution and industry
The General Division of the High Court hears first-instance civil claims above the district court limit and all applications for proprietary injunctions, freezing orders and disclosure orders in… Read more Singapore · ToolkitCounterpart table
The most common error of a Swiss practitioner in Singapore is to expect an SRO-like body that will discuss a business model informally before any filing. There is none. Read more Singapore · ToolkitFrequently asked client questions
The forty questions in this chapter are the ones clients actually ask, in the words they use. The answers are short by design and point to the part of the book that carries the full analysis. Read more Singapore · ToolkitFounders
I am building a protocol, so should I incorporate in Zug or in Singapore? For the protocol foundation and the token issuer, the answer in most cases is Zug. Read more Singapore · ToolkitInvestors
I have held Bitcoin for years and sell occasionally, so will Switzerland tax my gains? No, provided you qualify as a private investor under the Circular 36 criteria or the overall assessment. Read more Singapore · ToolkitFamily offices
Should our family office hold crypto directly, through a company or through a fund? Read more Singapore · ToolkitBanks and financial institutions
We are a Swiss bank, so can we offer crypto custody and trading without a new licence? Yes. Read more Singapore · ToolkitTrustees
Can a Singapore licensed trust company hold crypto? Yes. The Trust Companies Act 2005 does not restrict the assets a licensed trust company may hold. Read more Singapore · ToolkitFellow lawyers
My client wants to pay my fees in crypto, so may I accept? Yes in both countries, with AML consequences that are easy to overlook. Read more