Token issuers
Token classification ruling
Whether the governance token is a security: the classification that decides what securities law applies to the DAO.
Token classificationDeFi & DAO
legal structuring
An unwrapped DAO is a liability trap: no legal personality, no way to hold a treasury or sign a contract, and participants exposed like partners. Switzerland offers the forms to fix it (the association, the foundation, the company), each suited to a different part of a protocol. We select the right wrapper, resolve whether the protocol and its token are regulated, and build the structure that protects contributors and holds the treasury.
At a glance
A legal person for a protocol that has none.
Remove member liability, hold the treasury, settle the regulatory perimeter.
- The problem
- No personality, partner-style liability
- Association
- Member governance, flexible
- Foundation
- Neutral, permanent stewardship
- Company
- Commercial & operating side
- Watch
- Token = security? Activity regulated?
The essentials
Why a DAO needs a Swiss wrapper
An unincorporated DAO has no legal personality. Under the Swiss Civil Code and general principles, that means it cannot hold assets, contract or sue in its own name, and its participants risk being treated like partners with unlimited personal liability. A Swiss legal form — association, foundation or company — gives the project a legal person to hold its treasury, sign agreements and bear obligations, shielding the people behind it. Choosing the right form, and resolving whether the activity is regulated, is the structuring work.
Who this is for
- DeFi protocols needing a legal home for governance and a treasury;
- DAOs whose contributors are exposed to personal liability;
- foundations or associations stewarding a protocol long-term;
- projects combining a governance wrapper with an operating company.
The connected questions
Whether the governance token is a security ties to token classification; the operating side to company formation; the regulatory perimeter to financial regulation.
The decision
Association, foundation or company
No single form fits every protocol. Each maps to a different need (flexible governance, permanent stewardship, or commercial operations) and many projects use more than one.
| Form | Best for | Key trait |
|---|---|---|
| Association (Verein) | Token-holder governance | Member-driven, flexible, no capital |
| Foundation (Stiftung) | Long-term protocol stewardship | No owners, purpose-locked, supervised |
| Company (AG / GmbH) | Development & commercial activity | Capital, governance, tax flexibility |
| Wrapper + operating company | Governance plus operations | Stewardship and commerce separated |
The frequent answer is a combination: an association or foundation for neutral governance and the treasury, and a company for the commercial work, linked by clear agreements. Which combination is right depends on how the protocol is actually governed and monetised, which we settle before forming anything.
How it runs
From protocol to structure
The legal form follows the facts (what the protocol does, who governs it, how value flows) so the analysis comes before the formation.
- Stage 1
Map the project
What the protocol does, how it is governed, where the treasury and value sit, and where contributors are exposed.
- Stage 2
Regulatory perimeter
Whether the activity is regulated financial intermediation and whether the token is a security: the questions decentralisation does not automatically answer.
- Stage 3
Form selection
Choosing the association, foundation, company or combination that fits governance, stewardship and commercial needs.
- Stage 4
Formation & substance
Forming the entities, building the governance and Swiss substance, and linking wrapper and operating company by agreement.
- After
Token & authorisation
Connecting to token classification and any authorisation the activity requires, so the structure is complete rather than half-built.
Budget
What it costs
Cost depends on the structure’s complexity: a single association for governance is lighter than a foundation under supervision, and a foundation-plus-operating-company combination with a token layer is heavier again. The regulatory-perimeter analysis and any token classification are part of the picture.
We scope against what the protocol actually does and how it is governed. Pricing is on request.
Discuss your protocol
What you need
What the structure requires
A DAO structure that actually protects its contributors and holds up rests on:
- the right legal form, or combination, for governance and operations;
- genuine Swiss substance: seat, board or members, and real decision-making here;
- governance that matches the on-chain reality, not just a deed in a drawer;
- a clear answer on whether the token is a security and the activity regulated;
- agreements linking the wrapper and any operating company.
“Sufficiently decentralised” is not a legal shield
The most dangerous assumption in this space is that calling a project a DAO, or labelling it “sufficiently decentralised”, removes legal personality risk and financial regulation. It does not. If an identifiable group controls the protocol, the treasury or the keys, regulators and courts will look at that reality, and contributors can carry both liability and regulatory obligations regardless of the decentralisation narrative. Genuine autonomy is rare and must be real to matter. We assess the project as it actually operates. Where it is not as decentralised as it claims, we structure for the truth, not the slogan.
Why Goldblum
What the structuring involves
DeFi and DAO structuring joins entity law, foundation supervision and the financial-regulation perimeter. Selecting the form and resolving whether the protocol is regulated is exactly the cross-disciplinary work this desk does.
Liability
Contributors protected
A properly formed and operated wrapper that converts open-ended personal exposure into the limited liability of the chosen Swiss form.
Perimeter
The regulation question answered
An honest read on whether the protocol and its token are regulated (not the decentralisation claim accepted at face value) so there are no surprises later.
Fit
The right form, or combination
Association, foundation, company or a wrapper plus operating entity, matched to how the protocol is genuinely governed and monetised.
Related
What structuring connects to
The entity
Company formation
The AG or GmbH for the operating side of a protocol (development, IP and revenue) alongside the governance wrapper.
Company formationThe wider regime
Financial regulation
Whether the protocol’s activity is regulated financial intermediation, the perimeter the crypto desk sits inside.
Financial regulation
FAQ
DeFi & DAO structuring: FAQ
01Why does a DAO need a legal form at all?
Because without one, a DAO is legally exposed. An unincorporated DAO has no legal personality: it cannot hold assets, sign contracts or sue in its own name, and, most seriously, its participants can be treated like partners in a simple partnership, with unlimited personal liability for the DAO's obligations. Wrapping the DAO in a Swiss legal form gives it a legal person to hold its treasury, enter contracts and bear liability, shielding the individuals behind it. The wrapper is not bureaucracy; it is what stands between the contributors and personal liability.
02Which Swiss legal forms suit a DAO or protocol?
Three are commonly used. The association (Verein) is membership-based, needs no capital, is flexible and maps naturally onto token-holder governance, a frequent choice for protocol governance and non-profit aims. The foundation (Stiftung) is an asset endowment dedicated to a purpose, with no owners and state supervision, used by major protocols for long-term stewardship of a treasury. The company (AG or GmbH) suits the commercial, operating side: development, token issuance, revenue. Many projects combine a wrapper for governance with an operating company. We match the form to what the project actually does.
03Association or foundation for a protocol?
They serve different purposes. An association is member-driven and flexible: its members, who can be token holders, steer it, it is easy to form, and its purpose can evolve, which fits active governance. A foundation has no members and is locked to the purpose set in its deed under state supervision, which gives durability and neutrality but little flexibility, suited to safeguarding a treasury or protocol for the long term rather than to dynamic governance. The choice turns on whether you need adaptable member governance or permanent, neutral stewardship. We weigh both against the project's goals.
04Why do so many protocols use a Swiss foundation?
Because a Swiss foundation offers neutrality, permanence and credibility for stewarding a protocol and its treasury. It has no owners to capture it, it is bound to its stated purpose, and it sits under established supervision, which reassures a community that the foundation cannot be redirected for private gain. That durability made Switzerland's foundation a reference structure for major blockchain projects. The trade-off is rigidity: a foundation is hard to change, so it suits stewardship far better than fast-moving commercial activity, which usually belongs in a separate operating company.
05Does wrapping a DAO remove member liability?
It is the main reason to do it. Once the DAO operates through a Swiss legal person (an association, foundation or company) the entity, not the individual participants, holds the assets, makes the contracts and bears the obligations, so participants are no longer exposed as if they were partners. The protection depends on the wrapper being properly formed and genuinely operated as the actor, rather than ignored while individuals act in its name. Done correctly, it converts an open-ended personal liability into the limited exposure of the chosen form.
06Is a DeFi protocol regulated in Switzerland?
It can be: decentralisation is not an exemption. Whether a protocol or its operators fall within financial regulation depends on what is actually done and by whom: if an identifiable group controls the protocol, manages a treasury like a fund, runs what amounts to an exchange, or issues tokens that are securities, financial law applies regardless of the 'DAO' label. Genuinely decentralised, autonomous code with no controlling party is a different case, but many projects are less decentralised than they present. We assess the real regulatory perimeter rather than accepting the decentralisation claim at face value.
07Do DAO governance tokens count as securities?
It depends on what the token does, exactly as for any token. A pure governance token conferring voting rights may not be a security; one that carries a profit share, a claim on a treasury, or an investment expectation can be an asset token, and therefore a security. Many governance tokens are hybrids. The analysis is the same token classification discipline applied to the DAO's token, and getting it wrong exposes the project to securities law it never planned for. A classification ruling settles it before distribution.
08Can a DAO hold and manage a treasury legally?
Only through a legal person. A treasury held in a multisig with no legal wrapper belongs, in law, to no one, or to the individuals controlling the keys, with all the liability and tax consequences that implies. Wrapping the DAO lets the entity own the treasury, account for it, contract with it and manage it under clear governance. If the treasury is actively managed as a pooled investment for others, collective-investment rules may also engage. We structure the treasury so it is genuinely held by the entity and managed within the rules.
09How does a DAO combine a wrapper with an operating company?
Commonly the governance and treasury sit in an association or foundation, while a separate AG or GmbH does the commercial work: employing developers, holding IP, issuing tokens, earning revenue. This separates neutral, long-term stewardship from active commercial operations that need a company's flexibility and tax treatment, and it ring-fences commercial liability away from the protocol layer. The two are linked by clear agreements. We design the combination so each part does what it is suited to and the whole holds together.
10Do I need a Swiss presence to structure a DAO here?
Yes, a Swiss wrapper is a Swiss entity, with the substance that implies. An association needs members and a Swiss seat; a foundation needs a Swiss domicile, a board and supervision; a company needs a registered office and a resident director. A wrapper that exists only on paper, with everything decided abroad, is weak both legally and for any regulatory or tax position that depends on the entity being genuinely Swiss. We build the substance the chosen form requires, not just the registration.
11What does Goldblum do on DeFi and DAO structuring?
We assess what the project actually does, select the legal form or combination of forms that fits (association, foundation, company, or a wrapper plus operating entity) and analyse the regulatory perimeter, including whether the token is a security and whether the activity is regulated financial intermediation. We then form the structure, build the substance and governance, and connect it to token classification and any authorisation needed. The aim is a DAO that holds its treasury, protects its contributors and stands on settled legal ground.
Structuring a protocol or DAO?
Tell us what the protocol does and how it is governed. A partner selects the Swiss form, resolves the regulatory perimeter, and builds the wrapper that protects contributors and holds the treasury.