Gov/en/Portal:Transparency/Legal-Studies

💡 In simple words: WikiDeal is building a fair online marketplace. People give money as gifts to help build it. This page gathers the studies that check if the plan follows Switzerland's laws about money, taxes and gifts. Lawyers still need to say yes.

🎯 In 20 seconds (scientific summary): These legal and fiscal studies cover the relation between the Ynternet.org Foundation, which supervises the WikiDeal applied R&D program, and its donors: legal qualification of donations (Swiss Civil Code Art. 239), cashing of Rewards, tax treatment and regulatory positioning. Following attorney feedback, the central concept is a Donation (not investment) Clarification: contributions are pure donations, so the model is argued not to fall under FINMA jurisdiction at all. The current study (v3.6.8, July 2026) treats the FINMA Sandbox only as a last-resort fallback; retained Rewards face income taxation while donation portions follow gift-tax treatment. The studies are currently consolidated in a single document and could later be split into distinct studies reviewed by distinct attorneys. Formal legal opinions remain necessary before Round 2 scaling.

Concept and sources: see Licensing and credits. Created with AI assistance for the Ynternet.org Foundation.

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Legal Studies for incubation: Executive Summary (fiscal study v3.6.8, 2026-07-19) · Full study PDF (English, 39 p.): Fiscal-Study_v3.6.8_EN_2026-07-19.pdf

For reference: French version (Études Légales) (translation as of 2026-07-19; English version prevails).'

💡 In Simple Words: WikiDeal wants to build a fair online marketplace, and kind people give money as a gift to help build it. This page is a big homework check: it looks at the rules of Switzerland about money, taxes and gifts, to make sure the plan follows them. It explains why the money given is a gift (not a loan that must be paid back), and what happens if a helper later receives a thank-you reward. Real lawyers still need to read and confirm these studies before anything is certain.

🎯 In 20 Seconds (Scientific Summary): Preliminary internal legal and fiscal study (version 3.6.8, July 2026) of the Swiss framework for the WikiDeal financial management system, operated under Ynternet.org Foundation (Geneva, tax-exempt). It covers the relation between the Foundation and its donors: contributions are qualified as donations to an applied R&D program of public interest (Civil Code Art. 239), with alternative qualifications (loan, security, collective investment, deposit-taking) argued to be excluded. Since contributions are pure donations and not investments, the model is argued not to fall under FINMA jurisdiction at all; the FINMA Sandbox (Banking Act Art. 6(2)) and FinSA Art. 36 prospectus exemptions are kept only as a last-resort fallback for Round 1 (CHF 1,000,000). Retained Rewards are treated as taxable income of the contributor (DBG Art. 23), while the donation portion follows gift-tax rules. VAT positioning relies on the non-profit turnover threshold and a brokerage commission model. The study concludes the first CHF 200,000 tranche (Stage 1A) carries risk close to zero within the framework of Civil Code Art. 239, which governs donation (with the FINMA Sandbox applying at worst, pending a more detailed study, if an authority ever questioned the donation qualification because of the non-guaranteed Rewards), and recommends formal legal opinions (avis de droit) in parallel. The studies are currently consolidated in a single document and could later be split into distinct studies reviewed by distinct attorneys.

On this page:

• 1. Recommendation
• 2. Platform Deprivatization Mechanism
• 3. Purpose and Scope
• 4. Organizational Structure
• 5. Donation (Not Investment) Clarification
• 6. Swiss Tax Treatment of Contributor Rewards
• 7. VAT Positioning
• 8. Regulatory Positioning: Outside FINMA Jurisdiction
• 9. Annual Report Indicators and Fiscal Reporting
• 10. Combined Scenario: Contribution + Gain + Re-Donation
• 11. Recommendations
• 12. Related Pages

1. Recommendation

Intention

Confirm that WikiDeal can legally start fundraising by qualifying contributions as donations-with-reward (Civil Code Art. 239) and submitting the study to licensed attorneys for formal legal opinions (avis de droit).

Result

Fundraising can start immediately. The first CHF 200,000 tranche (Stage 1A) carries risk close to zero within the framework of Article 239 of the Swiss Civil Code, which governs donation. If a doubt were ever raised by an authority about the donation qualification because of the Rewards (even though they are not guaranteed), it is clear that, at worst, the FINMA Sandbox provision (Banking Act Art. 6(2)) applies pending a more detailed study. Legal opinions are recommended to refine democratic transition, support percentages, gain taxation, and utility tokens before Round 2.

See pages 2-3 in the full study

2. Platform Deprivatization Mechanism

Intention

Describe a generic mechanism for platform deprivatization and user reappropriation, structured as an applied R&D program divided into two phases: incubation (Ynternet.org Foundation) and operations (WikiDeal Association).

Result

The mechanism is replicable for any marketplace (transportation, housing, volunteering, local planning). Both entities operate at cost, with full financial transparency, ensuring no contamination between research and operational activities. The mechanism draws on precedents such as cooperative insurance companies (La Mobilière) and digital commons that have set standards based on free licenses (W3C, Wikimedia Foundation, IETF). All operate at cost without speculation.

See pages 5-7 in the full study

3. Purpose and Scope

Intention

Define the Swiss fiscal and regulatory framework for the WikiDeal financial management system, operated under Ynternet.org Foundation (Geneva, tax-exempt).

Result

The study covers donations, rewards, VAT, and regulatory positioning for Round 1 (CHF 1,000,000). It addresses legal qualification of contributions, tax treatment of rewards, regulatory compliance (FINMA, ESA/ASF), and VAT optimization. The scope is limited to Swiss law and does not constitute tax or legal advice.

See page 4 in the full study

4. Organizational Structure

Intention

Clarify roles: Ynternet.org Foundation (tax-exempt, supervised by ESA/ASF Bern) mandates WikiDeal Association (operations) for the marketplace.

Result

The Foundation’s tax-exempt status is maintained by mandating operations at cost to a separate association. The association evolves into a decentralized network of providers (hosting, maintenance, security) selected via tenders, with initial remunerations in Rewards and Karma Tokens. This separation ensures no contamination between research and operational activities.

See pages 8-12 in the full study

5. Donation (Not Investment) Clarification

Intention

Establish the legal nature of contributions as pure donations (Civil Code Art. 239): the donation contract is extremely clear that there is no guaranteed reward and no way for donors to demand restitution of their funds (not a loan, not an investment).

Result

Loan, security, deposit, and investment qualifications are excluded. Rewards are granted only when there are results, as a fixed sum. The model is an encouragement to limit this reward to the simple at-cost recovery of the allocated funds, without particular benefit; where benefits exist (to stay attractive and answer the funding needs), they are limited to the strict necessary. Rewards are discretionary tokens of gratitude funded by subscription revenue (a paid subscription being mandatory to sign a contract or transact on the platform, optional for browsing), within a global cap of CHF 50M. Rewards are allocated via a bonding curve whose multiplier starts at ×100 at the start of Round 1, averages ×50, and declines to ×30 at the Round 1 target of CHF 1,000,000. The donation model is structured to avoid requalification as a collective investment scheme (CISA Art. 7) or deposit-taking (Banking Act).

See pages 7-9 in the full study

6. Swiss Tax Treatment of Contributor Rewards

Intention

Determine the tax classification of WikiDeal Rewards under Swiss federal and cantonal law (DBG Art. 23).

Result

Retained Rewards are taxable as "other income" (DBG Art. 23) but not subject to withholding tax (VStG Art. 4). The donation portion follows cantonal gift-tax rules. Contributors are informed that rewards may be taxable once realized through user subscriptions. VAT does not apply to the donation portion.

See pages 14-15 in the full study

7. VAT Positioning

Intention

Determine VAT obligations for WikiDeal Association, leveraging the non-profit turnover threshold and a brokerage-commission model.

Result

VAT applies only to commissions (MWSTG Art. 24), with the non-profit threshold of CHF 150,000/year (MWSTG Art. 10(2)) minimizing exposure. The brokerage model ensures WikiDeal never possesses transaction funds, reducing AMLA obligations.

See pages 16-17 in the full study

8. Regulatory Positioning: Outside FINMA Jurisdiction

Intention

Map the regulatory positioning with FINMA, ESA/ASF, and cantonal tax authorities for Round 1 (CHF 1,000,000).

Result

Because contributions are pure donations and not investments, the model is argued not to fall under FINMA jurisdiction at all: no banking license, no prospectus, and no pre-approval are required for Round 1. Only as a last-resort fallback, in the worst case where a third-party authority would requalify the model as an investment because of the Rewards, would it then fall under the protection of the FINMA Sandbox (Banking Act Art. 6(2), public deposits up to CHF 1M without authorization) and the FinSA exemptions (Art. 36(1)(b) and (e): <500 investors, <CHF 8M/12 months).

See pages 18-22 in the full study

9. Annual Report Indicators and Fiscal Reporting

Intention

Define key performance indicators (KPIs) for annual reporting to supervisory authorities (ESA/ASF, FINMA) and contributors.

Result

Auditable indicators track the sandbox ceiling (CHF 1M), contributor count (<500), reward cap (CHF 50M), and donation flows. Transparency metrics include donation volume, reward distribution, operational costs, and compliance status. These indicators demonstrate ongoing compliance with regulatory thresholds.

The previous published version of the full study remains available for reference: WikiDeal Fiscal Study v3.6.4 (PDF, English) · Étude fiscale WikiDeal v3.6.4 (PDF, French).

See page 22 in the full study

10. Combined Scenario: Contribution + Gain + Re-Donation

Intention

Test the model end-to-end by walking one contributor through donating, receiving a reward, and re-donating it.

Result

Each step retains its legal qualification. The donation is qualified under Civil Code Art. 239, the reward is taxable income (DBG Art. 23), and the re-donation is a new donation. No requalification arises from combining these steps. The scenario confirms the model’s robustness for Round 1.

See page 23 in the full study

11. Recommendations

Intention

Define next steps: submit a series of questions based on this study to attorneys (avis de droit) covering tax, financial-market, and foundation law.

Result

Proceed with Stage 1A (CHF 200,000) immediately, as it carries minimal risk given the pure-donation qualification (with the FINMA Sandbox and FinSA exemptions as a last-resort fallback). Legal opinions are recommended (estimated cost: CHF 5,000 to 10,000) to refine democratic transition, support percentages, gain taxation, and utility tokens before Round 2. The legal review can be conducted in parallel as due diligence.

See page 24 in the full study

12. Related Pages

• Rewards Explained (FAQ)
• Cashout Mechanism
• Donor contract (draft mockup)
• Full PDF: Fiscal-Study_v3.6.8_EN_2026-07-19.pdf (English, 39 p.)

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Summary generated 2026-07-20 from study v3.6.8 (full text available in the monolingual English PDF, 39 p.). Not tax or legal advice.