The limited company and the operating entity

Many projects combine several entities: a foundation or an association holds the protocol's treasury and pursues the non-profit purpose, while one or more limited companies develop software, provide services and employ staff. The foundation funds the companies through service agreements or grants, whereas the companies themselves may be owned by the founders, by investors or by the foundation itself. The structure separates the non-commercial purpose from the commercial activities and allows the companies to raise equity capital from venture investors.

The structure also creates risks. Transactions between the foundation and companies owned by the founders must be at arm's length, since otherwise the foundation's assets would be diverted from its purpose. The supervisory authority, whose task is to ensure that the foundation's assets are used for its purpose, may look at such transactions, while the tax authorities apply the rules on hidden profit distributions and transfer pricing. The adviser who designs a multi-entity structure must document the services, the prices and the decisions of the foundation board with care.

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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