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This is the approved revision of this page, as well as being the most recent.

Two Legal Studies

Disclaimer: The content below does not constitute legal advice. Both studies constitute solid foundations that will be further developed by attorneys as part of the first fundraising steps.

The WikiDeal legal documentation is structured in two distinct legal studies, each with its own scope:

Part A — General Legal Study

The General Legal Study covers the entire WikiDeal legal framework. It is the content of this page (all sections below) — full PDF report: WD-LEX-2026-001 v2 (PDF, French) — including:

  • Organizational structure and the distinction between the two entities (see below)
  • The three separate flows: start-up subscriptions (“Love Money”, with WikiDeal Subscription Tokens in return, received by Netizen3), pure donations (no tokens in return, made directly to the Ynternet.org Foundation) and subscription fees (platform usage, CHF 1/month or CHF 10/year)
  • Tax treatment of tokens and donations
  • AMLA (anti-money-laundering) considerations and acceptance of deposits from the public
  • Regulatory framework (FINMA / FinSA)
  • Annual report KPIs
  • The de-privatization mechanism

Part B — Specific Legal Study: Funding & Utility Token

The Specific Legal Study (reference WD-LEX-2026-002) focuses exclusively on the funding mechanism and the utility token. It covers:

  • Qualification of the token as a utility token under the FINMA ICO Guidelines of 16 February 2018
  • VAT treatment, including the third-party guarantor structure
  • Prospectus thresholds under FinSA art. 36
  • Communication rules (risk of requalification as an asset token)
  • Clauses of the subscription contract

→ Full document: WD-LEX-2026-002 v2.2 (PDF, French)

The Two Entities: Who Builds, Who Operates

A clear understanding of the two entities is essential to both studies:

  • Ynternet.org Foundation — the entity that builds and supervises: it guarantees quality and steers the deployment strategy.
  • NETIZEN3 — the operating entity: it runs day-to-day operations.

Real-estate analogy: one entity constructs the building; the other manages and rents it out.

=

Terms and structures deliberately excluded (utility-token compliance)

To keep WikiDeal tokens firmly within the utility token category under FINMA's guidelines — and away from any asset / security token qualification — we have deliberately and specifically studied, then excluded, a set of terms and structures. FINMA assesses both the economic substance and the way a token is presented, so vocabulary matters. The following were intentionally banned or removed across all pages and communications:

  • "Reward(s)" — the word implies an expected financial return; replaced by language of use (subscriptions and services). Deliberately excluded.
  • Asset / security tokens — the whole model is designed so the token confers a right of use, not a share of profits, a claim or a dividend. Excluded by design.
  • "GetBack" / guaranteed buy-back — any promise to return funds; removed everywhere. Excluded.
  • Yield, dividends, guaranteed return — none are offered or implied. Excluded.
  • The ×2 / ×100 coefficient presented as a gain — reframed strictly as a usage coefficient bounded by real funding needs, never as an investment multiplier. Reframed.
  • "Promise" of token attribution — replaced by "conditional, not guaranteed": attribution depends solely on subscription revenue actually collected. Excluded.
  • "Investors" / investment framing — contributors are subscribers and token buyers, never investors; no control, no jackpot, no shareholders. Excluded.
  • Speculation-oriented "eligibility / excluded" tables — simplified: a donation and a token purchase are presented as two distinct, independent options. Simplified.

Conclusion: every element above was reviewed specifically to ensure alignment with FINMA's utility-token requirements. The retained vocabulary (subscription, WikiDeal token, activation, use, service) consistently describes a right of use, not a financial investment.

Precedents =

This model follows established precedents of digital and cooperative commons operated at real cost, without speculation:

  • La Mobilière (cooperative insurance)
  • W3C
  • Wikimedia Foundation

Terminology

Throughout both studies, the terms « subscription » and « subscribers » are used — never « investors », except within legal citations where the original wording is preserved.

💡 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.
These are solid foundations that lawyers will deepen during the first fundraising steps.

🎯 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 operating entity (Netizen3 (working name, temporary — legal form to be defined, likely a foundation or a cooperative, not a joint-stock company), and the people who fund the project. Netizen3 — “the gateway to WikiDeal / to fair marketplaces” — is the entity that would implement, realize, operate and run the platform (operating entity), while the Ynternet.org Foundation builds and supervises.
Following the September 2026 pivot, the framework under study distinguishes three flows: (1) start-up subscriptions (“Love Money”), with WikiDeal Subscription Tokens issued in return, received by Netizen3 (to be created), which would finance the realization of the objectives defined by the Foundation; (2) pure donations to help the start-up, without any tokens in return, made directly to the Ynternet.org Foundation (Swiss Code of Obligations Art. 239 ss); (3) subscription fees for the use of the platform (CHF 1/month or CHF 10/year), received by Netizen3.
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 (utility token as retained hypothesis — usable at issuance, per the FINMA ICO Guidelines of 16 February 2018 —, 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 constitutes a solid foundation that will be further developed by attorneys as part of the first fundraising steps. The studies are now structured in two parts (see « Two Legal Studies » below): a General Legal Study and a Specific Legal Study on funding & utility token (WD-LEX-2026-002).


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 · The updated studies reflecting the pivot are published: General Legal Study WD-LEX-2026-001 v2 (PDF, French) and Specific Legal Study WD-LEX-2026-002 v2.2 (PDF, French) (working documents, to be reinforced by specific legal opinions as part of Deliverable 1 of the Love Money stage).

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, Netizen3, 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. Netizen3 would be the front door (the gateway) to WikiDeal: it makes the platform work every day, while the Foundation builds and watches over it. People who simply use the platform also pay a small subscription (1 franc per month). And some gifts come with nothing in return: those go straight to the Foundation. These studies are solid foundations that real lawyers will deepen during the first fundraising steps.

🎯 In 20 Seconds (Scientific Summary): Preliminary internal legal and fiscal studies of the Swiss framework for the pivoted WikiDeal funding model (September 2026). Three flows are distinguished: (1) start-up subscriptions (“Love Money”), with WikiDeal Subscription Tokens issued in return, received by a planned Swiss entity, Netizen3 — “the gateway to WikiDeal”, the operating entity that implements and runs the platform —, which would finance the realization of the objectives defined by the Ynternet.org Foundation (Geneva, tax-exempt); (2) pure donations to help the start-up, without any tokens in return, made directly to the Foundation; (3) subscription fees for the use of the platform (CHF 1/month or CHF 10/year), received by Netizen3 (Swiss Code of Obligations Art. 239 ss, a correction of the earlier "Civil Code Art. 239" reference). Subscribers 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 subscribers and 25% to early supporters (remainder to be confirmed). The regulatory hypothesis under study combines the FINMA token classification (utility token as retained hypothesis — usable at issuance, per the FINMA ICO Guidelines of 16 February 2018 —, 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, Netizen3 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 constitutes a solid foundation that will be further developed by attorneys as part of the first fundraising steps. The studies are now structured in two parts (see « Two Legal Studies » below): a General Legal Study and a Specific Legal Study on funding & utility token (WD-LEX-2026-002).

On this page:


1. Recommendation

Intention
Confirm under which conditions WikiDeal could legally raise funds under the pivoted model: subscriptions received by a planned Swiss entity, Netizen3, which would finance the realization of the objectives defined by the Ynternet.org Foundation, with WikiDeal Subscription Tokens issued to subscribers.
Result
The previous conclusion (fundraising can start immediately under the donation qualification) applied to the former donation-based model. Under the pivoted model, the retained hypothesis is a FINMA utility token qualification (usable at issuance; see the Specific Legal Study WD-LEX-2026-002) 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 (Netizen3, 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). Netizen3 would receive the subscription 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 Netizen3, subscribers 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; Netizen3 (to be created) would receive the subscriptions 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 Netizen3, 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. The Three Funding Flows: Start-up Subscriptions, Pure Donations, Subscription Fees

Intention
Establish the legal nature of the three funding flows: (1) start-up subscriptions (“Love Money”): subscription agreement with Netizen3, issuance of WikiDeal Subscription Tokens in return; (2) pure donations to help the start-up, without any tokens in return, made directly to the Foundation (Swiss Code of Obligations Art. 239 ss); (3) subscription fees for platform usage (CHF 1/month or CHF 10/year, received by Netizen3, no token issuance). 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 subscribers 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 constitute a solid foundation that attorneys will deepen during the first fundraising steps.

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 or utility 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 Netizen3 (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 Netizen3) under the subscription and token model.
Result
The retained positioning — detailed in the Specific Legal Study WD-LEX-2026-002 — is a deferred tax point: the issuance of WikiDeal Subscription Tokens against a subscription is not yet the consumption of a service, so VAT would become due only upon activation/consumption of the service, not at issuance (supply for consideration, MWSTG Art. 18). For services provided to subscribers abroad, the place of supply is the recipient's location (MWSTG Art. 8). The envisaged guaranteed-conversion setup relies on an EU-based third party acting under a purchase mandate (« tiers garant »), outside Swiss VAT territory. These positions are already considered internally as valid; an AFC tax ruling will be requested as a complementary confirmation of principle, financed with the first CHF 200,000 raised. The brokerage-commission framework of the previous study (VAT on commissions only, MWSTG Art. 24; CHF 150,000/year non-profit threshold, MWSTG Art. 10(2)) remains documented below as historical context.

Previous framework: see pages 16-17 in study v3.6.8 · Current positioning: Specific Legal Study WD-LEX-2026-002 (PDF, French)

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 retained hypothesis is a utility token, usable at issuance (FINMA ICO Guidelines of 16 February 2018; see the Specific Legal Study WD-LEX-2026-002). 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.
Transferability
WikiDeal utility tokens are transferable to third parties: a holder may transfer tokens to someone else, who then uses them to buy services on the platform. As simple uncertificated securities kept in a private register (Swiss Code of Obligations Art. 973c), their transfer is made by a written declaration of assignment (Art. 973c para. 4 CO). The transferee acquires the same right of use, subject to the same activation rules: a token that is merely activatable (received through a Love Money start-up subscription) pays only the platform subscription and advisory/incubation services provided by the volunteer core team, while services provided by third parties (e.g. transport, where 80-90% of the price goes to the provider) require activated tokens, covered by subscription revenue actually collected. The impact of this transferability on the utility-token qualification and on VAT is among the questions submitted to the attorneys [to be confirmed].

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 subscribers and donors.
Result
The indicators envisaged for the pivoted model include the subscriber count per raise (fewer than 500 — the legal wording of FinSA Art. 36(1)(b) refers to « investors »), 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: Subscription + Activation + Donation

Intention
Test the pivoted model end-to-end by walking one participant through subscribing, receiving WikiDeal Subscription Tokens, seeing them activated by subscriptions, and making a separate pure donation.
Result
The intended qualifications are: the subscription would be governed by a subscription agreement with Netizen3, 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. The scenario also covers a transfer of tokens to a third party, who then uses them to buy services on the platform: tokens are transferable, and the same activation rules apply to the transferee.

Previous framework: see page 23 in study v3.6.8

11. Related Pages

Summary updated 2026-09-10 to reflect the pivot towards the subscription 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.

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