Proposers: Abilex AG (Zug)
Contact: Abilex AG, Lauriedstrasse 1, 6300 Zug

Requested DOT: 32,000 DOT Based on 6.56 DOTUSD

Full Proposal: PDF link

Overview

In the last three months we have witnessed a change in the Polkadot community sentiment about mar- keting and partnerships. Several proposals have been presented to start actively investing to stimulate growth and excitement about DOT during this bull run. Among them the proposal “#385 Community Memecoin launch marketing campaign”, aiming to launch the DOT memecoin $DED, has been ap- proved with more than 60% Ayes. In the same year, on April 26, 2023, Mythical Games, the number one gaming blockchain, announced that was leaving Ethereum to launch its new ecosystem on Polkadot. As part of this groundbreaking move, Mythical Games will introduce and launch its Mythos ecosystem on Polkadot, a decentralized autonomous organization (DAO) that will allow Mythos gaming partners and projects to leverage Polkadot’s unique technology and community to build their own chains and create the largest and most connected gaming ecosystem in Web3.

Following the funding of the projects, in the next few months the two tokens $DED and $MYTHOS will be launched, distributed, and they will be promoted by leading marketing agencies.

We believe that both projects and the communities, would benefit from giving to the projects a proper legal set up, to manage the launch of the coins, oversee the quality and the fairness of the distribution, and that would provide transparency of decisions, clear direction, and provide to the community with external communications predictability and reliability.

Background

Abilex AG is a well-established, crypto-native, legal advisory firm in Zug, Switzerland.
We advise entrepreneurs, fintech startups, and crypto investors, on regulations, licensing, AML/KYC procedures, intellectual property management, and overall on financial services compliance.

We help individuals and companies in relocating or setting up business in Switzerland, opening bank account, and when required, to bank (cash-out) Bitcoin and other crypto assets.
We provide corporate services for the incorporation of companies and the establishment of foundations, their domiciliation, administration, and accounting. Based on our experience we believe that two Swiss Foundations, managed by a board of independent advisors, would be the ideal setup for the launch and distribution of the community backed $DED me- mecoin and $MYTHOS DAO coin.

About Swiss Foundations

Under the Swiss Law, a foundation is a segregated fund, organized as a legal entity, dedicated to a specific purpose. A foundation has no “shareholders” and does not automatically embed in its legal form a charitable status with an automatic tax exemption. Swiss foundation law allows great flexibility in the definition of the purpose of the foundation. A foundation is established by public deed by an individual or legal entity (the founder) adopting the articles of association of the foundation and making the initial contribution. The foundation needs to be registered with the trade register to have legal personality. A foundation with international activities only needs a minimum starting capital of 50,000 Swiss francs. A foundation has only two compulsory bodies: the foundation board and the auditors. The foundation board is the governing body of the foundation and manages its activities and affairs. It must be com- posed of at least three individuals whose names will appear in the trade register; at least one of them with signing powers must be domiciled in Switzerland.

Legal Opinion

Before the issuance of the $DED coin and the $MYTHOS coin, it is advisable for the Foundations to obtain a qualification of the coins from a legal perspective and according to the FINMA (the Swiss Financial Market Supervisory Authority) Guidelines issued on February 16th, 2018. A legal opinion about the coin, provided by an independent law firm, is usually requested by most regulated parties, like exchanges and trading venues or financial institutions, before opening a business relationship.

FINMA no-action letter

Companies or individuals who intend launching a new coin have to ensure that they comply with the requirements set out in the relevant financial market laws. FINMA recommends parties interested in launching a new coin to inform themselves in time about the statutory provisions applicable to their business plan as set out in financial market legislation. It is therefore recommendable for the two Foun- dations to send a pre-emptive formal enquire to FINMA to obtain the authority opinion about the ap- plicability of financial market regulation to the $DED coin and the $MYTHOS coin, and verify the existence of licensing requirements.

Proposal

We propose to establish two new Swiss foundations with name DED Foundation and MYTHOS Foun- dation, with a starting capital of CHF 80,000 each, that will be contribute in kind using the DOTs received by the treasury following the approval of the present proposal. Abilex AG will act as the founder of the Foundations and at least two senior partners of our firm, will serve as board members of the foundations. The auditor for both foundations, swill be appointed selecting a well-established and respected accounting and auditing firm in Zug. The foundations will have legal seat in Zug and domicile at Abilex AG office.

The starting capital will be used to pay the professional services invoices and the registration fees, for the establishment of the foundation. The capital will also be used to obtain the legal opinion about the two coins and the respective FINMA no-action letters. The foundations will cooperate with the service provider that will execute the technical activities required for creation of the coins, and for the technical saspects connected to the fair distribution of the coins, as described in the respective distribution plans.

Execution Plan

Step 1. Establishment of the foundations

Abilex AG will receive the DOT from the treasury.
A Swiss certified public accountant will certify the value of the DOT in Swiss Francs.
Abilex AG will establish the two foundations by public deed, with a starting capital equivalent to the certified value of the DOTs received and will appoint two of its senior partners and, if required, one associate, as board members. The certified public accountant will be appointed as auditor of the foun- dation. Total execution will require 30 days, from the DOT deposit to registration at the Zug Commer- cial Register.

Step 2. Legal Opinion and FINMA no-action letter

The foundations will engage Abilex AG to provide the legal opinions about the $DED coin and the $MYTHOS coin, and to request to FINMA the two no-action letters. The time for the execution of this step depends on FINMA workload at the time of the enquiry but can estimated in a total of 60 days.

Step 3. Coin generation and distribution

The Foundation will cooperate with the respective technical service providers for the generation and the distribution of the coins, in accordance with the projects. The execution time for this step will be defined with service providers.

Step 4. Termination

The two foundations will most probably achieve their main purpose in about two years with the termi- nation of all related activities. At that time the foundations will be dissolved and the residual funds will be returned to Web 3.0 Technologies Foundation, Baarerstrasse 14, 6300 Zug

Budget Breakdown

For each foundation we foresee the following costs:

Certified Public Accountant, for contribution in kind of the starting capital	CHF 3’000
Establishment of the foundation, including notary fees and registration fees:	CHF 7’000
Domiciliation 1 year:	CHF 5’000
Board Members reimbursements of expenses, 1 year	CHF 10’000
Accounting, 1year	CHF 3’000
Auditing, 1year	CHF 2’000
Other office expenses, 1 year	CHF 2’000
Legal opinion	CHF 5’000
FINMA no-action letter	CHF 8’000
Liquidation and Foundation dissolvement	CHF 5’000
Total cost first year	CHF 50’000
Second year	CHF 22’000
Miscellaneous/Unexpected	CHF 8’000
Total Investment for each foundation	CHF 80’000
Total Investment for two foundations	CHF 160’000

Quarterly Community Report

At each quarter's end, foundations boards will hold a board meeting and will share update with the community, about the activities of each foundation.

Closing remarks

We are looking forward to supporting the Polkadot community by providing a solid legal framework for the launch of those initiatives in support of the growth of DOT and its community. We are available to answer any questions about our proposal. We appreciate all feedback from the community.

Thank you,

ABILEX AG