Corporate structuring for cryptocurrency and blockchain companies, covering entity formation, multi-jurisdictional planning, governance, and token-aware structures that carry the regulatory obligations and still run efficiently.
Most token projects end up as three entities: a development company that employs the engineers and owns the code, a foundation that holds the treasury and the token, and an issuer placed where the sale is lawful. The founders' instinct, one Delaware corporation, puts all three on one balance sheet and in front of every regulator at once.
Each piece has its own test. FinCEN's 2019 guidance leaves a developer that only writes software outside money transmission and puts one that holds customer value inside it. A Cayman foundation company under the 2017 Act can exist without shareholders, which is why it has become a common token treasury, and Wyoming has offered the DAO LLC on shore since 2021. Founders' tokens that vest are property for tax purposes, and the Section 83(b) election that fixes the income on day one must be filed within 30 days of the grant, with no extension. We have represented clients in matters before the SEC, the CFTC and the IRS. In each of those matters our client was the company, and the agency was on the other side.
Selection and formation of the right vehicle for a cryptocurrency venture, with LLCs, corporations, and bespoke structures weighed for tax treatment, liability protection, and operational flexibility.
Speak to this team →Corporate architecture for blockchain companies, meaning the holding, operating, and IP arrangements that let a technology business raise, build, and grow on a defensible footing.
Speak to this team →Structures that meet cryptocurrency regulatory requirements, arranged so that registration, reporting, and operational obligations sit within the entity rather than against it.
Speak to this team →Legal structure design for token projects, with corporate frameworks that accommodate token offerings, digital-asset holdings, and investor participation while maintaining securities-law compliance.
Speak to this team →Cross-border corporate planning for cryptocurrency businesses operating in several countries, with structures that reconcile differing regulatory frameworks, tax regimes, and compliance requirements.
Speak to this team →Governance structures that address digital-asset custody, private-key management, compliance oversight, and the risk-management procedures particular to crypto operations.
Speak to this team →Drafting and reconciling the token warrants, SAFT instruments and side letters that promise investors a share of future supply, so the equity cap table and the token allocation schedule agree before either is sold.
Speak to this team →The governance, compliance-monitoring, risk-management, and operational procedures that support growth, written so they can expand with the business.
Speak to this team →A development company employs the team and licenses the code. A foundation or trust holds the token treasury and has no shareholders to sue. An issuing entity sells tokens where the sale is lawful. Collapsing them into one Delaware corporation puts the engineers' payroll and the token sale into the same lawsuit.
Under FinCEN's May 2019 guidance, writing and publishing wallet software does not make a developer a money transmitter, but accepting and transmitting customer value does. A hosted wallet or a centralized exchange registers as a money services business within 180 days of opening and then licenses state by state.
A Cayman foundation company can operate without members, run by directors under its constitution with a supervisor in place of shareholders, which is why token treasuries are often placed there, with Switzerland and the Marshall Islands as the other common homes. A US founder who controls it may still own a controlled foreign corporation.
Treasury wallets belong behind multi-signature or MPC custody with the threshold written into the board's resolutions, so moving funds takes two or three named officers and leaves a record. A single founder's hardware wallet is a key-person risk that the auditors, the insurers and any acquirer will all price.
Venture investors usually take equity plus a token warrant or side letter promising a share of any future token supply. The token allocation and the equity cap table are reconciled at formation, with vesting on founders' tokens and a Section 83(b) election filed within 30 days, or the same value gets promised twice.
The development company's license to the foundation, the foundation's grants back to the developers and any token purchase by insiders are related-party transactions. Each is documented at arm's length under Section 482 transfer-pricing principles and approved by disinterested directors, because an examiner reconstructs them later if the company did not.
Before any charter is drafted, we characterize what the venture touches: is the token plausibly a security under the Howey analysis, does custody or transmission of value put money-transmitter rules in play, and where do the developers, validators, and treasury sit. That map, rather than the founder's incorporation instinct, dictates the vehicle.
We separate what should never share a balance sheet: a development company holding IP and employing the team, a treasury or foundation-style vehicle holding tokens, and issuing entities placed in jurisdictions whose digital-asset regimes match each function. Intercompany licenses and token-allocation agreements are papered before the first transfer, so that nothing has to be reconstructed after it.
Board charters, signing policies, and multi-signature key-management protocols are written into the governance documents themselves, so the record shows who can move treasury assets, on whose authorization, and with what paper trail. Cap tables and token tables are reconciled so equity investors and future token holders are not promised the same value twice.
Before the structure goes live, we run the planned raise through it, whether SAFTs, token warrants, or an exempt offering, and confirm that the issuer, the disclosures, and the transfer restrictions all sit where the structure says they do. Then we stay on as the venture grows, amending the spine as new markets and new guidance arrive.
A token can be redesigned in a sprint. An entity structure gets redesigned in front of a regulator.
Federal and state frameworks read together, and the compliance program your structure has to support, which has to move as guidance and enforcement priorities do.
Regulatory Compliance →Token classification, registration and exemption analysis, and securities-law compliance, which are the questions a token-aware structure exists to answer.
Cryptocurrency & the SEC →Securities analysis, offering documentation, and post-offering governance for the offering your investment structure has to accommodate.
Initial Coin Offerings →All ten digital-asset disciplines across the lifecycle, from structure and offerings to tax, estate planning, and AML / KYC.
Back to Digital Assets →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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