Initial Coin Offering (ICO) / Token Generating Event (TGE)
Wenger & Vieli Ltd. regularly advises on ICOs and TGEs and gives support regarding regulatory issues, corporate law and tax law.
For those who are interested in such a project, we provide the following first information:
Typical Legal Obstacles
FINMA has issued Guidance on ICO on 16 February 2018 which can be summarised as follows:
Obstacles to an unregulated ICO (very short and superficial overview) could be or are in particular:
- AML and KYC, mandatory in any case;
- securities law (underwriting, prospectus etc.);
- banking law (no redemption obligation);
- collective investment scheme legislation (management by a third person of the funds paid in by the backers);
- gaming act (loyalty bonuses depending on pure luck).
Concerning ICOs in Switzerland, we do recommend to first ask the Fintech desk of FINMA ("Swiss Financial Market Supervisory Authority") for the issuance of a no action letter and to launch the ICO only after having received such no action letter. Otherwise you risk to be contacted by the Enforcement Department of FINMA (mostly with an inquiry for information about the token and the fundraising). FINMA is currently investigating a number of ICO cases to determine whether regulatory provisions have been breached.
Assuming a smooth process (i.e. receiving all the required information in form and substance requested, obtaining all signatures, etc.), the incorporation of a legal entity can be completed within two weeks. Crypto currencies can be used as contribution on the initial share capital. In the past, (potential) clients have asked us start the incorporation process in parallel to or even before the token assessment. As the outcome of the token assessment can have significant influence on the choice of the appropriate legal form, we strongly recommend conducting the token assessment first.
We have to emphasize that our responding time on first contacts is currently longer as we have received numerous requests on ICO.
Please let us know whether you intend further collaboration with us. Relevant information from authorities and a questionnaire regarding information and description of your planned project can be found here:
We charge only for time spent and expenses of our services (no cap). In order to start a token assessment, we ask for a retainer of CHF 6'000. The actual costs of a token assessment depend on the white paper.
If you would like to start a company set up (e.g. a foundation or a stock corporation), we also ask for a retainer of CHF 6'000.
Please send information about your project which must at least include the white paper and indicate timing of the ICO, geographical distribution of the token and the target amount of the fundraising to the following e-mail address: ICO@wengervieli.ch