Practitioner's checklist: structuring a token project in Zug

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The following checklist, which does not replace legal advice on the individual case, summarises the questions that a project should address before it establishes an entity in Zug.

● * Purpose and legal form. * Define the purpose of the project and decide whether a foundation, an association or a company fits it. A foundation suits a project that develops an open protocol without owners. A company suits a project that sells products or services and wishes to raise equity capital.

● * Deed and regulations. * Draft the purpose clause with care, since it can be amended only within narrow limits. Provide for the composition of the board, the appointment and removal of its members, conflicts of interest and the role of the community.

● * Supervision. * Clarify whether the foundation will fall under federal or cantonal supervision. Prepare the documents that the supervisory authority will require, including a description of the management and valuation of crypto-assets.

● * Token classification. * Analyse the function of the token under FINMA's categories. Obtain a legal opinion and, where appropriate, a no-action letter from FINMA.

● * Anti-money-laundering obligations. * Determine whether the project or its service providers are financial intermediaries and whether affiliation with a self-regulatory organisation or a FINMA licence is required.

● * Tax ruling. * Request an advance tax ruling from the cantonal tax administration on the treatment of the token proceeds and on withholding tax and stamp duties. ● * Substance. * Plan the presence of the project in Zug: board meetings, staff, offices and the place of effective management.

● * Banking and custody. * Identify a bank or a crypto bank for the fiat accounts and a regulated custodian for the crypto-assets. Prepare the documentation that the bank will require.

● * Sanctions and restricted persons. * Establish procedures to exclude persons subject to sanctions and residents of jurisdictions where the offer would be unlawful.

● * Governance transition. * If the project plans to hand over governance to a decentralised autonomous organisation, define how the votes of the community will relate to the legal responsibility of the board.

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 September 2025.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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Practitioner's checklist: structuring a token project in Zug

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