在两个中心之间进行架构设计——Alexander Ressos博士著作《新加坡与瑞士数字资产法》（Digital Assets Law in Singapore and Switzerland）的一部分。
在两个中心之间进行架构设计：Alexander Ressos博士著作《新加坡与瑞士数字资产法》（Digital Assets Law in Singapore and Switzerland）的一部分。
本部分属于Alexander Ressos博士的著作新加坡与瑞士数字资产法，全书在本站逐节完整发布。
在两个中心之间进行架构设计
The preceding parts describe the two legal orders separately and then compare them axis by axis. This Part changes the perspective. Read more Singapore · Structuring为什么自然人要放在首位
Founders tend to begin with the entity. Read more Singapore · Structuring在瑞士居住：两种税制
A founder who takes up residence in the canton of Zug and is taxed in the ordinary way pays federal, cantonal and communal income tax on worldwide income and cantonal and communal wealth tax on… Read more Singapore · Structuring在新加坡居住：属地税制
Singapore taxes individuals on income accruing in or derived from Singapore and on foreign income received in Singapore, with the latter exempt for resident individuals under s. 13(7A) of the Income… Read more Singapore · Structuring数字对比
The following example sets the three regimes against one another on simplified facts. Read more Singapore · Structuring居留许可与居留权
Tax residence is useless without a right of residence. Read more Singapore · Structuring家庭、教育与生活质感
Tax and permits decide whether a move is possible. Family decides whether it lasts. Read more Singapore · Structuring离开原居住国
The tax a founder saves by moving can be lost to the state they leave. Four home jurisdictions dominate my practice. Read more Singapore · Structuring围绕迁居安排代币事件的时间
The sequence that produces the best result is set out below. It assumes a founder who holds an unvested allocation and moves from a high-tax state to Zug or Singapore. Read more Singapore · Structuring两个中心的反避税规则
Neither hub tolerates a residence that exists only on paper. Read more Singapore · Structuring五种备选载体
Swiss law offers a digital-asset venture five vehicles that are used in practice: the company limited by shares (Aktiengesellschaft, AG), the limited liability company (Gesellschaft mit beschränkter… Read more Singapore · Structuring股份有限公司（AG）与有限责任公司（GmbH）
An AG requires share capital of at least CHF 100,000, of which at least CHF 50,000 or 20 per cent, whichever is higher, must be paid in at formation. Read more Singapore · Structuring作为协议金库的基金会
A foundation is created by the endowment of assets for a particular purpose, by public deed or by testamentary disposition, and acquires legal personality on registration. Read more Singapore · Structuring适用于DAO的社团
An association acquires legal personality once its intention to exist as a corporate body is expressed in written articles that state its purpose, resources and organisation, with no notarial act… Read more Singapore · Structuring分支机构
A foreign company that wishes to have an office in Switzerland without a subsidiary registers a branch (Zweigniederlassung) in the commercial register of the canton where the branch is located. Read more Singapore · Structuring楚格模式：GmbH、基金会与新加坡运营公司
The structure that most protocol projects in Zug end up with has three legs. Read more Singapore · Structuring比较视角：瑞士载体与新加坡对应载体
The reader who has read Chapter III will see that each Swiss vehicle has a Singapore analogue of similar shape and different texture. Read more Singapore · Structuring候选载体与登记机关
Singapore's company law is administered by the Accounting and Corporate Regulatory Authority (ACRA) through the BizFile portal, and incorporation of a private company can be completed online within… Read more Singapore · Structuring股份有限私人公司
A Pte. Ltd. can be formed with one shareholder, one director and a paid-up capital of S$ 1. Read more Singapore · Structuring作为“基金会”的担保有限公司
Singapore has no foundation law. Read more Singapore · Structuring有限责任合伙
An LLP under the Limited Liability Partnerships Act 2005 is a body corporate whose partners are not personally liable for its obligations beyond their contribution, taxed transparently so that each… Read more Singapore · Structuring注册外国公司
A foreign company that establishes a place of business or carries on business in Singapore must register under Part 11 of the Companies Act within one month, appointing at least one authorised… Read more Singapore · Structuring用于亚洲业务的新加坡控股公司
A second use of the Pte. Ltd. is as an intermediate holding company for a group's Asian subsidiaries. Read more Singapore · Structuring如何选择：决策顺序
A Zug AG that provides institutional custody technology wants an Asian sales and support presence and, within two years, a Singapore licence to provide custodial services to Asian clients. Read more Singapore · Structuring关于匿名性、成本与速度的比较说明
Founders from civil-law jurisdictions sometimes expect Singapore to offer the opacity of older offshore centres. It does not. Read more Singapore · Structuring功能分配问题
Once the founder has chosen a residence and the group has its entities, the remaining design question is which function sits where. Read more Singapore · Structuring哪种牌照设在哪里
The two licensing perimeters differ in shape. A group should exploit the difference by placing each activity where it is regulated proportionately. Part O, Chapter I, sets the perimeters side by side. Read more Singapore · Structuring知识产权与金库
A protocol's code is usually open source, so the question of intellectual property is about the things that are not open: trademarks, domain names, proprietary tooling, front-end code, data and the… Read more Singapore · Structuring集团内部服务与转让定价
Every function that one entity performs for another must be paid for at arm's length. Switzerland has no transfer-pricing statute. Read more Singapore · Structuring员工、雇佣与代币计划
Swiss employment law is codified in the Code of Obligations and supplemented by the Labour Act. Singapore's is in the Employment Act 1968 with a common-law overlay. Read more Singapore · Structuring数据、系统与合规体系
A dual-hub group runs one technology stack and must satisfy two data-protection laws and two sets of regulatory technology requirements. Read more Singapore · Structuring两种参考模式
A Zug foundation or AG issues a token or a tokenised security. The Singapore subsidiary markets it to Asian investors, onboards them and provides customer support. Read more Singapore · Structuring路线图概要
A token launch is the event around which most of the structuring in this Part is organised. It is also the event that generates most of the enforcement cases in Parts H and N. Read more Singapore · Structuring第一阶段：定性
Everything else follows from the classification, so it must be done before the entity is formed and before any investor is approached. Read more Singapore · Structuring第二阶段：发行实体与金库
Chapters II and III have set out the vehicles. For the launch the question is which entity is the issuer, because the issuer carries the prospectus liability, the AML duties and the tax on the sale. Read more Singapore · Structuring第三阶段：发行前融资
Most launches are preceded by private rounds in which investors pay now for tokens to be delivered later. Read more Singapore · Structuring第四阶段：发行文件
An offer of a security token to the public in Switzerland requires a prospectus approved by a reviewing body, unless an exemption under Art. 36 or Art. 37 FinSA applies. Read more Singapore · Structuring第五阶段：反洗钱开户审查与旅行规则
An issuer of payment tokens in Switzerland is a financial intermediary under the AMLA from the moment the tokens are transferable, and must identify the participants in the sale, establish… Read more Singapore · Structuring第六阶段：代币生成事件与分配
The token generation event is a technical act with legal consequences. Read more Singapore · Structuring第七至第九阶段：上市、锁定期与做市
Centralised exchanges list tokens under agreements that are drafted by the exchange, are rarely negotiable in their core terms and impose obligations on the issuer that the issuer's legal team… Read more Singapore · Structuring第十阶段：发售的税务处理
The issuer's tax on the sale depends on the entity and the classification. A Zug foundation that is tax-exempt pays nothing. Read more Singapore · Structuring第十一和第十二阶段：治理与突发事件
The transition from a founder-controlled launch to community governance is where the securities analysis is tested over time. Read more Singapore · Structuring基金载体：L-QIF与VCC之比较
A manager who wants to run pooled digital-asset capital from one or both hubs has to answer three questions in order. Where is the fund vehicle? Where is the manager licensed? Read more Singapore · Structuring跨境发售基金份额
The vehicle in one hub will often be sold to investors in the other. A Singapore VCC offered to Swiss investors is a foreign collective investment scheme under Swiss law. Read more Singapore · Structuring两地的管理人牌照
A manager who runs an L-QIF or any other Swiss collective investment scheme is a manager of collective assets under the Financial Institutions Act and needs a FINMA licence, unless the de minimis… Read more Singapore · Structuring两种组合方式
A FINMA-authorised portfolio manager or manager of collective assets in Zug acts as investment adviser or delegated manager to a VCC managed by a licensed Singapore fund management company. Read more Singapore · Structuring托管人的选择
A fund's custody decision follows its vehicle and its regulator. Read more Singapore · Structuring主经纪业务、ETP与家族办公室基金
Prime brokerage for digital assets exists in both hubs in a thin form. Swiss banks offer margin lending against bitcoin and ether and settlement across venues. Read more Singapore · Structuring四种持有方式
A private client with a material digital-asset position has four ways to hold it: personally, through a company, through a foundation or through a trust. Each hub favours a different combination. Read more Singapore · Structuring个人持有
Personal holding is the default and, for a tax resident of either hub, often the best. Read more Singapore · Structuring通过公司持有
A Swiss holding company for personal digital assets is rarely tax-efficient. The company pays profit tax on realised gains at just under 12 per cent in Zug. Read more Singapore · Structuring通过基金会持有
Swiss law permits family foundations only for the limited purposes of Art. 335 CC: the costs of upbringing, endowment, support or similar purposes of family members. Read more Singapore · Structuring通过信托持有
Singapore is a mature trust jurisdiction. The Trustees Act 1967 provides the default powers and the Trust Companies Act 2005 licenses professional trustees. Read more Singapore · Structuring接受加密资产的银行和托管人
A private client needs three relationships: a bank for fiat, a custodian for tokens and, often, a bank that will do both. Switzerland is further ahead. Read more Singapore · Structuring保险
Insurance for digital assets exists in two forms. The custodian's own crime and specie cover protects the custodian's balance sheet and indirectly the client. Read more Singapore · Structuring有瑞士成员的新加坡家族办公室
The Singapore family-office wave of 2019 to 2023 brought several hundred single-family offices to Singapore under the s. 13O and s. 13U incentives, many of them with substantial digital-asset… Read more Singapore · Structuring申报：CRS、CARF与数字资产财富清单
Every structure in this chapter is reported. Under the Common Reporting Standard, banks and custodians in both hubs report accounts of non-resident clients to their home tax administrations. Read more Singapore · Structuring为何数字资产会打破常规规划
An ordinary estate plan assumes that the assets can be found and that someone other than the deceased can get at them. Read more Singapore · Structuring财产清册
The inventory is the digital-asset wealth statement of Chapter VII, extended for the succession case. Read more Singapore · Structuring用于传递的密钥管理
Four arrangements are used to make keys available after death, each with a trade-off between security during life and accessibility after it. Read more Singapore · Structuring瑞士法律文书
A Swiss will may be made by public deed, in holographic form (handwritten, dated and signed) or orally in emergency. Read more Singapore · Structuring新加坡法律文书
A Singapore will must be in writing, signed by the testator at the foot or end and witnessed by two or more witnesses present at the same time, under the Wills Act 1838. Read more Singapore · Structuring跨境遗产
A deceased domiciled in Switzerland is subject to Swiss succession law and Swiss jurisdiction for the whole estate, including assets abroad, under Arts 86 and 90 PILA, unless the deceased, being a… Read more Singapore · Structuring十点方案
A plan that works in both hubs, for a client with assets in both, has ten points. Read more Singapore · Structuring瓶颈
Every structure in this Part fails without a bank account. The Zug GmbH cannot be registered until its capital is deposited at a Swiss bank. The Singapore Pte. Read more Singapore · Structuring在瑞士开立银行账户
Swiss banks distinguish two kinds of digital-asset client. Read more Singapore · Structuring在新加坡开立银行账户
Singapore's three local banks (DBS, OCBC, UOB) and the licensed foreign banks apply a sector risk assessment to digital-asset businesses that has, since the 2022 collapses, been among the most… Read more Singapore · Structuring愿意说“是”的银行
The institutions below were, to my knowledge, open to digital-asset businesses or to private clients with digital-asset wealth on 30 June 2026. Read more Singapore · Structuring资金库的法币出金
A protocol treasury that needs fiat for salaries, rent and taxes has to convert tokens. Four routes exist. The first is sale on a centralised exchange and withdrawal to the entity's bank account. Read more Singapore · Structuring稳定币资金库管理
Many groups keep part of their treasury in stablecoins because they avoid the volatility of their own token and the friction of fiat. Read more Singapore · Structuring以代币支付款项和薪资
Paying staff and contractors in tokens is lawful in both hubs within limits. Read more Singapore · Structuring银行长期希望看到什么
An account that is opened can be closed. Banks in both hubs review digital-asset clients annually and close relationships that have drifted from the business described at opening. Read more Singapore · Structuring故事的结局
A digital-asset business in either hub ends in one of four ways: it is sold, it is merged into a larger group, it is wound down in an orderly fashion, or it fails. Read more Singapore · Structuring出售持牌瑞士企业
A Swiss crypto business is sold in one of two ways. A transfer of the shares in the AG or GmbH leaves the licences, contracts and customer relationships in place. Read more Singapore · Structuring出售持牌新加坡企业
A payment institution licensed under the Payment Services Act 2019 cannot change hands without MAS's prior approval. Read more Singapore · Structuring卖方的税负
The founder who sells shares in a Swiss AG or GmbH held as private wealth realises a tax-free private capital gain, subject to two traps that Swiss practice has refined for decades and that apply… Read more Singapore · Structuring尽职调查的特殊事项
Due diligence on a digital-asset business adds a layer to the ordinary legal, financial and tax review. The additional items are these. Read more Singapore · Structuring客户资产的剥离
A buyer that wants the business without the custody book, or a seller that wants to close the custody book before a sale, must carve out the customer assets. Read more Singapore · Structuring妥善结束持牌业务
A business that closes must be released from supervision. In Switzerland, a FinIA institution that ceases its licensed activity applies to FINMA for release from supervision. Read more Singapore · Structuring跨中心重组
A group that wants to move functions between the hubs, merge its entities or change its licensing footprint faces the same approvals as a sale, with the added question of what happens to the… Read more