Gov/en/Portal:Transparency/Legal-Studies

💡 In simple words: WikiDeal is building a fair online marketplace. Some people give money as a pure gift to help build it. Other people would put in money hoping to get something back later, through special tokens.
This page gathers the studies that check how this plan could follow Switzerland's laws about money, taxes and gifts.
Lawyers still need to say yes before anything starts.

🎯 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, a planned Swiss company named WikiDeal SA, and the people who fund the project.
Following the September 2026 pivot, the framework under study distinguishes two flows: contributions with an expected return would be investments, received by WikiDeal SA (to be created), which would finance the realization of the objectives defined by the Foundation; contributions without any return would remain pure donations (Swiss Code of Obligations Art. 239 ss).
The former "Rewards" are intended to become WikiDeal Subscription Tokens, inactive at issuance and progressively activated by subscription revenue (CHF 1/month or CHF 10/year).
The regulatory positioning under study relies on the FINMA token classification (payment token as working hypothesis, asset token as examined alternative) and on the FinSA Art. 36(1)(b) and (e) prospectus exemptions (fewer than 500 investors or at most CHF 8 million over 12 months, alternative conditions). This inverts the previous "donation, not investment, outside FINMA jurisdiction" argument.
The whole framework is proposed as a basis for discussion and must be validated by licensed attorneys before any implementation. The studies are currently consolidated in a single document and could later be split into distinct studies reviewed by distinct attorneys.

Legal Studies for incubation: Executive Summary (framework pivoted 2026-09, pending attorney validation) · Published full study PDF, documenting the previous donation-based framework (fiscal study v3.6.8, 2026-07-19, English, 39 p.): Fiscal-Study_v3.6.8_EN_2026-07-19.pdf · An updated study reflecting the pivot is being prepared and must be reviewed by licensed attorneys before publication.

For reference: French version (Études Légales) (translation; English version prevails).'

💡 In Simple Words: WikiDeal wants to build a fair online marketplace. Some kind people give money as a pure gift to help build it. Other people would put in money hoping to get something back later, through special tokens. This page is a big homework check: it looks at the rules of Switzerland about money, taxes and gifts, to see how the plan could follow them. A new Swiss company, WikiDeal SA, would receive the money from the people who hope for something back, and it would use that money to do what the Ynternet.org Foundation decides. Real lawyers still need to read and confirm these studies before anything starts.

🎯 In 20 Seconds (Scientific Summary): Preliminary internal legal and fiscal studies of the Swiss framework for the pivoted WikiDeal funding model (September 2026). Two flows are distinguished: contributions with an expected return would be investments, received by a planned Swiss company, WikiDeal SA, which would finance the realization of the objectives defined by the Ynternet.org Foundation (Geneva, tax-exempt); contributions without any return would remain pure donations to the Foundation (Swiss Code of Obligations Art. 239 ss, a correction of the earlier "Civil Code Art. 239" reference). Investors would receive WikiDeal Subscription Tokens, inactive at issuance and activated progressively by subscription revenue (CHF 1/month or CHF 10/year), with an envisaged allocation of 25% to investors and 25% to early supporters (remainder to be confirmed). The regulatory hypothesis under study combines the FINMA token classification (payment token as working hypothesis, asset token as examined alternative) with the FinSA Art. 36(1)(b) and (e) prospectus exemptions (fewer than 500 investors or at most CHF 8 million over 12 months, alternative conditions), inverting the previous "outside FINMA jurisdiction" argument. Over time, WikiDeal SA is envisaged to become a non-profit company, with a progressive decentralization of its mandate towards User Groups. This framework is proposed as a basis for discussion and must be validated by licensed attorneys before any implementation. 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. Investments and Donations: Two Distinct Flows
6. Swiss Tax Treatment of Tokens and Donations
7. VAT Positioning
8. Regulatory Positioning: FINMA Token Framework and FinSA Exemptions
9. Annual Report Indicators and Fiscal Reporting
10. Combined Scenario: Investment + Activation + Donation
11. Related Pages

1. Recommendation

Intention: Confirm under which conditions WikiDeal could legally raise funds under the pivoted model: investments received by a planned Swiss company, WikiDeal SA, which would finance the realization of the objectives defined by the Ynternet.org Foundation, with WikiDeal Subscription Tokens issued to investors.

Result: The previous conclusion (fundraising can start immediately under the donation qualification) applied to the former donation-based model. Under the pivoted model, the working hypothesis goes in the direction of a FINMA payment token qualification combined with the FinSA Art. 36 prospectus exemptions, but this framework must first be validated by licensed attorneys before any public offer; a FINMA ruling prepared with a specialized attorney is under consideration. Formal legal opinions (avis de droit) remain recommended at every stage.

Previous framework: see pages 2-3 in study v3.6.8

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 SA, to be created, replacing the previously envisaged WikiDeal Association).

Result: The mechanism is intended to remain replicable for any marketplace (transportation, housing, volunteering, local planning). WikiDeal SA would receive the investment flows and finance the realization of the objectives defined by the Foundation, under a neutral management mandate; the founder would later step back, and the company is envisaged to become a non-profit company over time, with a progressive decentralization of the mandate towards User Groups. 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.

Previous framework: see pages 5-7 in study v3.6.8

3. Purpose and Scope

Intention: Define the Swiss fiscal and regulatory framework for the pivoted WikiDeal funding model, covering the Ynternet.org Foundation (Geneva, tax-exempt), the planned WikiDeal SA, investors and donors.

Result: The studies would cover the qualification of the WikiDeal Subscription Token (FINMA classification), prospectus exemptions (FinSA Art. 36), anti-money-laundering duties (AMLA), the public deposit question (Banking Act and Banking Ordinance), the tax treatment of tokens and donations, and VAT. The scope remains limited to Swiss law and does not constitute tax or legal advice. The previous version of the study (v3.6.8) covered the former donation-based model and remains available for reference.

Previous framework: see page 4 in study v3.6.8

4. Organizational Structure

Intention: Clarify the roles envisaged after the pivot: the Ynternet.org Foundation (tax-exempt, supervised by ESA/ASF Bern) would define strategy, vision and objectives; WikiDeal SA (to be created) would receive the investments and finance the realization of those objectives under a neutral management mandate.

Result: Pure donations would remain addressed to the Foundation. Two special cases are envisaged: Targeted Donations and para-public "provision fund" contributions would remain pure donations, but they would be cashed by WikiDeal SA, which would attribute them to the Foundation. The mandate is intended to be progressively decentralized towards User Groups, with the Foundation diversifying its mandate holders over time. Initial remunerations of providers are envisaged in WikiDeal Subscription Tokens; karma credits remain a future intention, not an active feature. The exact legal instruments (statutes, mandate agreement, conflict-of-interest safeguards) are [to be confirmed] with the attorneys and the Foundation board.

Previous framework: see pages 8-12 in study v3.6.8

5. Investments and Donations: Two Distinct Flows

Intention: Establish the legal nature of the two funding flows: contributions with an expected return would be investments (investment agreement with WikiDeal SA, issuance of WikiDeal Subscription Tokens), while contributions without any return would remain pure donations to the Foundation (Swiss Code of Obligations Art. 239 ss). This inverts the previous "Donation (Not Investment) Clarification".

Result: WikiDeal Subscription Tokens would be inactive at issuance and activated progressively by subscription revenue (CHF 1/month or CHF 10/year), only on money effectively received; the envisaged allocation is 25% to investors and 25% to early supporters, the remainder being still open [to be confirmed]. The personal and community portion concept survives in the token model: a holder could voluntarily lower the expected return, and when the funding need decreases, the remaining balance of the allocated envelope would go to the Foundation. The fate of the bonding curve (multiplier from ×100 to ×30 in the previous model) under the token model is still open [to be confirmed]. All these parameters are proposed as a basis for discussion and require attorney validation before any implementation.

Previous framework: see pages 7-9 in study v3.6.8

6. Swiss Tax Treatment of Tokens and Donations

Intention: Determine the tax classification of WikiDeal Subscription Tokens and of donations under Swiss federal and cantonal law, following the Federal Tax Administration practice on cryptocurrencies and ICO/ITO.

Result: The tax treatment would depend on the token qualification: a pure payment token would tend not to trigger withholding tax (Withholding Tax Act Art. 4) or issuance stamp duty, while a token granting a share of profits would risk being treated like a participation right, with 35% withholding tax on distributions. Stamp duty exemptions are being examined for WikiDeal SA (franchise of CHF 1 million at incorporation; specific exemption for companies without commercial purpose). The donation flow to the Foundation would keep following cantonal gift-tax rules. Every tax point on this page remains to be validated by an attorney or tax specialist [to be confirmed].

Previous framework: see pages 14-15 in study v3.6.8

7. VAT Positioning

Intention: Determine VAT obligations for the operating entity (previously the WikiDeal Association, now the planned WikiDeal SA), keeping the brokerage-commission model under which WikiDeal would never possess transaction funds.

Result: In the previous study, VAT applied only to commissions (MWSTG Art. 24), with the non-profit turnover threshold of CHF 150,000/year (MWSTG Art. 10(2)) minimizing exposure, and the brokerage model reducing AMLA obligations. The intention is to carry this positioning over to WikiDeal SA. Whether that turnover threshold would still apply to a non-profit company, and how token issuance and activation would be treated for VAT, are open points [to be confirmed by the attorney or tax specialist].

Previous framework: see pages 16-17 in study v3.6.8

8. Regulatory Positioning: FINMA Token Framework and FinSA Exemptions

Intention: Map the regulatory positioning of the pivoted model with FINMA: token classification (FINMA ICO guidelines, 2018), prospectus exemptions (FinSA Art. 36), anti-money-laundering duties (AMLA) and the public deposit question (Banking Act). This replaces the previous positioning, which argued that pure donations fall outside FINMA jurisdiction.

Result: The working hypothesis goes in the direction of a payment token. The main tension identified is that a token conferring a right against the issuer (such as a guaranteed conversion into CHF) could be requalified as an asset token (a security), or even trigger the public deposit rules. Envisaged safeguards include conversion through an independent third-party financial intermediary, activation by subscriptions, and a discretionary buyback only; assuming the asset token qualification openly is also examined as an alternative strategy. The FinSA Art. 36(1)(b) and (e) exemptions (fewer than 500 investors, or at most CHF 8 million over 12 months; alternative conditions, one of them suffices) would keep each raise outside the prospectus obligation, and the FINMA Sandbox (Banking Ordinance Art. 6, up to CHF 1 million) is considered for a first phase. A FINMA ruling prepared with a specialized attorney is the envisaged path to secure the qualification; nothing on this page is a settled legal position.

Previous framework: see pages 18-22 in study v3.6.8

9. Annual Report Indicators and Fiscal Reporting

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

Result: The indicators envisaged for the pivoted model include the investor count per raise (fewer than 500), the amount raised per 12-month period (at most CHF 8 million), token issuance and activation volumes, subscription revenue, donation flows to the Foundation, operational costs and compliance status. The exact list would be consolidated with the updated study [to be confirmed].

Previous published versions of the full study remain available for reference: WikiDeal Fiscal Study v3.6.4 (PDF, English) · Étude fiscale WikiDeal v3.6.4 (PDF, French).

Previous framework: see page 22 in study v3.6.8

10. Combined Scenario: Investment + Activation + Donation

Intention: Test the pivoted model end-to-end by walking one participant through investing, receiving WikiDeal Subscription Tokens, seeing them activated by subscriptions, and making a separate pure donation.

Result: The intended qualifications are: the investment would be governed by an investment agreement with WikiDeal SA, with issuance of tokens; the activation would depend on subscription revenue actually received; the taxation of an activated token remains to be determined with the attorneys [to be confirmed]; and the separate pure donation to the Foundation would remain a donation (Swiss Code of Obligations Art. 239 ss). Whether the combination of these steps could trigger any requalification is one of the questions submitted for legal review.

Previous framework: see page 23 in study v3.6.8

11. Related Pages

Rewards Explained (FAQ), pivot update pending
Cashout Mechanism, pivot update pending
Donor contract (draft mockup, previous donation model, revision pending)
Full PDF (previous framework): Fiscal-Study_v3.6.8_EN_2026-07-19.pdf (English, 39 p.)

Summary updated 2026-09-10 to reflect the pivot towards the investment and token model (proposed framework, pending validation by licensed attorneys). Previous 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.