Gov/en/Portal:Transparency/Legal-Studies: Difference between revisions

{{ExpertIntro|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.}}

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 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.

* [[#Donation_Model|5. Donation (Not Investment) Clarification]]

* [[#Regulatory_Positioning|8. Regulatory Positioning: Outside FINMA Jurisdiction]]

: Fundraising can start immediately. The first CHF 200,000 tranche (Stage 1A) carries risk close to zero because contributions are pure donations, outside FINMA jurisdiction; the FINMA Sandbox (Banking Act Art. 6(2)) and FinSA Art. 36 prospectus exemptions remain available only as a last-resort fallback. Legal opinions are recommended to refine democratic transition, support percentages, gain taxation, and utility tokens before Round 2.

== 5. Donation (Not Investment) Clarification ==

: 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).

: 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 [[Gov/en/Portal:Economy/Need-Driven-Funding|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 [[Gov/en/Portal:R&D/Innovations:Bonding Curve|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).

== 8. Regulatory Positioning: Outside FINMA Jurisdiction ==

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

: 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).

: 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.