Structuring Between the Hubs — a part of the book Digital Assets Law in Singapore and Switzerland by Dr Alexander Ressos.
Structuring Between the Hubs: 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.
Structuring Between the Hubs
The preceding parts describe the two legal orders separately and then compare them axis by axis. This Part changes the perspective. Read more Singapore · StructuringWhy the natural person comes first
Founders tend to begin with the entity. Read more Singapore · StructuringResidence in Switzerland: the two regimes
A founder who takes up residence in the canton of Zug and is taxed in the ordinary way pays federal, cantonal and communal income tax on worldwide income and cantonal and communal wealth tax on… Read more Singapore · StructuringResidence in Singapore: the territorial system
Singapore taxes individuals on income accruing in or derived from Singapore and on foreign income received in Singapore, with the latter exempt for resident individuals under s. 13(7A) of the Income… Read more Singapore · StructuringThe arithmetic side by side
The following example sets the three regimes against one another on simplified facts. Read more Singapore · StructuringPermits and the right to stay
Tax residence is useless without a right of residence. Read more Singapore · StructuringFamily, schooling and the texture of life
Tax and permits decide whether a move is possible. Family decides whether it lasts. Read more Singapore · StructuringLeaving the former home state
The tax a founder saves by moving can be lost to the state they leave. Four home jurisdictions dominate my practice. Read more Singapore · StructuringTiming the token event around the move
The sequence that produces the best result is set out below. It assumes a founder who holds an unvested allocation and moves from a high-tax state to Zug or Singapore. Read more Singapore · StructuringAnti-avoidance in both hubs
Neither hub tolerates a residence that exists only on paper. Read more Singapore · StructuringThe five candidates
Swiss law offers a digital-asset venture five vehicles that are used in practice: the company limited by shares (Aktiengesellschaft, AG), the limited liability company (Gesellschaft mit beschränkter… Read more Singapore · StructuringThe AG and the GmbH
An AG requires share capital of at least CHF 100,000, of which at least CHF 50,000 or 20 per cent, whichever is higher, must be paid in at formation. Read more Singapore · StructuringThe foundation as protocol treasury
A foundation is created by the endowment of assets for a particular purpose, by public deed or by testamentary disposition, and acquires legal personality on registration. Read more Singapore · StructuringThe association for DAOs
An association acquires legal personality once its intention to exist as a corporate body is expressed in written articles that state its purpose, resources and organisation, with no notarial act… Read more Singapore · StructuringThe branch
A foreign company that wishes to have an office in Switzerland without a subsidiary registers a branch (Zweigniederlassung) in the commercial register of the canton where the branch is located. Read more Singapore · StructuringThe Zug pattern: GmbH, foundation and Singapore OpCo
The structure that most protocol projects in Zug end up with has three legs. Read more Singapore · StructuringComparative view: the Swiss vehicles against their Singapore counterparts
The reader who has read Chapter III will see that each Swiss vehicle has a Singapore analogue of similar shape and different texture. Read more Singapore · StructuringThe candidates and the register
Singapore's company law is administered by the Accounting and Corporate Regulatory Authority (ACRA) through the BizFile portal, and incorporation of a private company can be completed online within… Read more Singapore · StructuringThe private company limited by shares
A Pte. Ltd. can be formed with one shareholder, one director and a paid-up capital of S$ 1. Read more Singapore · StructuringThe company limited by guarantee as "foundation"
Singapore has no foundation law. Read more Singapore · StructuringThe limited liability partnership
An LLP under the Limited Liability Partnerships Act 2005 is a body corporate whose partners are not personally liable for its obligations beyond their contribution, taxed transparently so that each… Read more Singapore · StructuringThe registered foreign company
A foreign company that establishes a place of business or carries on business in Singapore must register under Part 11 of the Companies Act within one month, appointing at least one authorised… Read more Singapore · StructuringThe Singapore holding company for Asian operations
A second use of the Pte. Ltd. is as an intermediate holding company for a group's Asian subsidiaries. Read more Singapore · StructuringChoosing among them: a decision sequence
A Zug AG that provides institutional custody technology wants an Asian sales and support presence and, within two years, a Singapore licence to provide custodial services to Asian clients. Read more Singapore · StructuringComparative note on anonymity, cost and speed
Founders from civil-law jurisdictions sometimes expect Singapore to offer the opacity of older offshore centres. It does not. Read more Singapore · StructuringThe allocation question
Once the founder has chosen a residence and the group has its entities, the remaining design question is which function sits where. Read more Singapore · StructuringWhich licence where
The two licensing perimeters differ in shape. A group should exploit the difference by placing each activity where it is regulated proportionately. Part O, Chapter I, sets the perimeters side by side. Read more Singapore · StructuringIntellectual property and the treasury
A protocol's code is usually open source, so the question of intellectual property is about the things that are not open: trademarks, domain names, proprietary tooling, front-end code, data and the… Read more Singapore · StructuringIntra-group services and transfer pricing
Every function that one entity performs for another must be paid for at arm's length. Switzerland has no transfer-pricing statute. Read more Singapore · StructuringStaff, employment and token plans
Swiss employment law is codified in the Code of Obligations and supplemented by the Labour Act. Singapore's is in the Employment Act 1968 with a common-law overlay. Read more Singapore · StructuringData, systems and the compliance stack
A dual-hub group runs one technology stack and must satisfy two data-protection laws and two sets of regulatory technology requirements. Read more Singapore · StructuringTwo reference models
A Zug foundation or AG issues a token or a tokenised security. The Singapore subsidiary markets it to Asian investors, onboards them and provides customer support. Read more Singapore · StructuringThe roadmap in outline
A token launch is the event around which most of the structuring in this Part is organised. It is also the event that generates most of the enforcement cases in Parts H and N. Read more Singapore · StructuringStage one: classification
Everything else follows from the classification, so it must be done before the entity is formed and before any investor is approached. Read more Singapore · StructuringStage two: the issuing entity and the treasury
Chapters II and III have set out the vehicles. For the launch the question is which entity is the issuer, because the issuer carries the prospectus liability, the AML duties and the tax on the sale. Read more Singapore · StructuringStage three: pre-launch fundraising
Most launches are preceded by private rounds in which investors pay now for tokens to be delivered later. Read more Singapore · StructuringStage four: offer documentation
An offer of a security token to the public in Switzerland requires a prospectus approved by a reviewing body, unless an exemption under Art. 36 or Art. 37 FinSA applies. Read more Singapore · StructuringStage five: AML onboarding and the travel rule
An issuer of payment tokens in Switzerland is a financial intermediary under the AMLA from the moment the tokens are transferable, and must identify the participants in the sale, establish… Read more Singapore · StructuringStage six: the token generation event and distribution
The token generation event is a technical act with legal consequences. Read more Singapore · StructuringStages seven to nine: listing, lock-ups and market-making
Centralised exchanges list tokens under agreements that are drafted by the exchange, are rarely negotiable in their core terms and impose obligations on the issuer that the issuer's legal team… Read more Singapore · StructuringStage ten: tax of the sale
The issuer's tax on the sale depends on the entity and the classification. A Zug foundation that is tax-exempt pays nothing. Read more Singapore · StructuringStages eleven and twelve: governance and incidents
The transition from a founder-controlled launch to community governance is where the securities analysis is tested over time. Read more Singapore · StructuringThe fund vehicle: L-QIF against VCC
A manager who wants to run pooled digital-asset capital from one or both hubs has to answer three questions in order. Where is the fund vehicle? Where is the manager licensed? Read more Singapore · StructuringOffering fund interests across the border
The vehicle in one hub will often be sold to investors in the other. A Singapore VCC offered to Swiss investors is a foreign collective investment scheme under Swiss law. Read more Singapore · StructuringManager licensing on both sides
A manager who runs an L-QIF or any other Swiss collective investment scheme is a manager of collective assets under the Financial Institutions Act and needs a FINMA licence, unless the de minimis… Read more Singapore · StructuringThe two combinations
A FINMA-authorised portfolio manager or manager of collective assets in Zug acts as investment adviser or delegated manager to a VCC managed by a licensed Singapore fund management company. Read more Singapore · StructuringCustody selection
A fund's custody decision follows its vehicle and its regulator. Read more Singapore · StructuringPrime brokerage, ETPs and the family-office fund
Prime brokerage for digital assets exists in both hubs in a thin form. Swiss banks offer margin lending against bitcoin and ether and settlement across venues. Read more Singapore · StructuringFour ways to hold
A private client with a material digital-asset position has four ways to hold it: personally, through a company, through a foundation or through a trust. Each hub favours a different combination. Read more Singapore · StructuringHolding personally
Personal holding is the default and, for a tax resident of either hub, often the best. Read more Singapore · StructuringHolding through a company
A Swiss holding company for personal digital assets is rarely tax-efficient. The company pays profit tax on realised gains at just under 12 per cent in Zug. Read more Singapore · StructuringHolding through a foundation
Swiss law permits family foundations only for the limited purposes of Art. 335 CC: the costs of upbringing, endowment, support or similar purposes of family members. Read more Singapore · StructuringHolding through a trust
Singapore is a mature trust jurisdiction. The Trustees Act 1967 provides the default powers and the Trust Companies Act 2005 licenses professional trustees. Read more Singapore · StructuringBanks and custodians that take crypto
A private client needs three relationships: a bank for fiat, a custodian for tokens and, often, a bank that will do both. Switzerland is further ahead. Read more Singapore · StructuringInsurance
Insurance for digital assets exists in two forms. The custodian's own crime and specie cover protects the custodian's balance sheet and indirectly the client. Read more Singapore · StructuringThe Singapore family office with Swiss members
The Singapore family-office wave of 2019 to 2023 brought several hundred single-family offices to Singapore under the s. 13O and s. 13U incentives, many of them with substantial digital-asset… Read more Singapore · StructuringReporting: CRS, CARF and the digital-asset wealth statement
Every structure in this chapter is reported. Under the Common Reporting Standard, banks and custodians in both hubs report accounts of non-resident clients to their home tax administrations. Read more Singapore · StructuringWhy digital assets break the ordinary plan
An ordinary estate plan assumes that the assets can be found and that someone other than the deceased can get at them. Read more Singapore · StructuringThe inventory
The inventory is the digital-asset wealth statement of Chapter VII, extended for the succession case. Read more Singapore · StructuringKey management for transmission
Four arrangements are used to make keys available after death, each with a trade-off between security during life and accessibility after it. Read more Singapore · StructuringSwiss instruments
A Swiss will may be made by public deed, in holographic form (handwritten, dated and signed) or orally in emergency. Read more Singapore · StructuringSingapore instruments
A Singapore will must be in writing, signed by the testator at the foot or end and witnessed by two or more witnesses present at the same time, under the Wills Act 1838. Read more Singapore · StructuringThe cross-border estate
A deceased domiciled in Switzerland is subject to Swiss succession law and Swiss jurisdiction for the whole estate, including assets abroad, under Arts 86 and 90 PILA, unless the deceased, being a… Read more Singapore · StructuringThe ten-point protocol
A plan that works in both hubs, for a client with assets in both, has ten points. Read more Singapore · StructuringThe bottleneck
Every structure in this Part fails without a bank account. The Zug GmbH cannot be registered until its capital is deposited at a Swiss bank. The Singapore Pte. Read more Singapore · StructuringOpening an account in Switzerland
Swiss banks distinguish two kinds of digital-asset client. Read more Singapore · StructuringOpening an account in Singapore
Singapore's three local banks (DBS, OCBC, UOB) and the licensed foreign banks apply a sector risk assessment to digital-asset businesses that has, since the 2022 collapses, been among the most… Read more Singapore · StructuringThe banks that say yes
The institutions below were, to my knowledge, open to digital-asset businesses or to private clients with digital-asset wealth on 30 June 2026. Read more Singapore · StructuringOff-ramping a treasury
A protocol treasury that needs fiat for salaries, rent and taxes has to convert tokens. Four routes exist. The first is sale on a centralised exchange and withdrawal to the entity's bank account. Read more Singapore · StructuringStablecoin treasury management
Many groups keep part of their treasury in stablecoins because they avoid the volatility of their own token and the friction of fiat. Read more Singapore · StructuringPayments and payroll in tokens
Paying staff and contractors in tokens is lawful in both hubs within limits. Read more Singapore · StructuringWhat a bank wants to see over time
An account that is opened can be closed. Banks in both hubs review digital-asset clients annually and close relationships that have drifted from the business described at opening. Read more Singapore · StructuringThe end of the story
A digital-asset business in either hub ends in one of four ways: it is sold, it is merged into a larger group, it is wound down in an orderly fashion, or it fails. Read more Singapore · StructuringSelling a licensed Swiss business
A Swiss crypto business is sold in one of two ways. A transfer of the shares in the AG or GmbH leaves the licences, contracts and customer relationships in place. Read more Singapore · StructuringSelling a licensed Singapore business
A payment institution licensed under the Payment Services Act 2019 cannot change hands without MAS's prior approval. Read more Singapore · StructuringThe seller's tax
The founder who sells shares in a Swiss AG or GmbH held as private wealth realises a tax-free private capital gain, subject to two traps that Swiss practice has refined for decades and that apply… Read more Singapore · StructuringDue diligence specifics
Due diligence on a digital-asset business adds a layer to the ordinary legal, financial and tax review. The additional items are these. Read more Singapore · StructuringCarve-outs of customer assets
A buyer that wants the business without the custody book, or a seller that wants to close the custody book before a sale, must carve out the customer assets. Read more Singapore · StructuringWinding down a licence properly
A business that closes must be released from supervision. In Switzerland, a FinIA institution that ceases its licensed activity applies to FINMA for release from supervision. Read more Singapore · StructuringRestructuring across the hubs
A group that wants to move functions between the hubs, merge its entities or change its licensing footprint faces the same approvals as a sale, with the added question of what happens to the… Read more