despite our belief in a decentralized, borderless future, at this time, we are still governed by the laws of our respective jurisdictions.

it is imperative that you setup a company for the following reasons:

1) limited liability (protects you, your personal assets and your team from liability)

2) ability to conduct business, sign contracts + enter agreements through company

3) protection of your intellectual property

4) raising capital to learn more, please read our in-depth article.

that depends. most web3 businesses will have one to three companies setup in various jurisdictions. 

web3 is global. your legal solution must be global as well.

1) almost every web3 project will have a development company (DevCo) that holds the intellectual property, pays operating expenses and operates as a normal company. This company is often setup in a country with favorable intellectual property laws (ie. Delaware, UK, Hong Kong, Singapore).

2) if you are launching a token, you will often require a token issuance company (TokenCo). our team will work closely with you to determine the best jurisdiction to issue your token in a compliant manner. common jurisdictions are the British Virgin Islands, Seychelles, St. Vincent Grenadines, Dubai, Singapore, Hong Kong and the Bahamas.

3) if you have a DAO, you will likely setup in Wyoming (USA - no tokens), Cayman Islands or Marshal Islands. we will determine the best setup for you and jurisdiction. often, web3 projects will include both tokens and a DAO resulting in a need for all three entities to be setup. our team is well-versed in planning your legal strategy and will guide you from A to Z.

we meet projects at different stages of their lifecycle. often they have already started business activity when they reach out for our services. the common issues we see are:

1) lack of legal entity, thus they have unlimited liability, no IP protection and are not suitable for investment. we work quickly to protect their IP + insulate them from liability + prepare entities for VC fundraising.

2) failure to protect intellectual property. there are many contributors of intellectual property to a project such as artists, developers, copywriters and other contributions. all of this work must be assigned to the company through IP assignment agreements to ensure that it is owned by the company. if intellectual is not properly managed, it is not valuable as it is unclear who owns the intellectual property.

3) potential violation of securities laws. many projects issue tokens or NFTs without proper legal guidance + proper legal structure resulting in potential regulatory punishment from government bodies such as the SEC or applicable regulatory bodies and tax authorities.

4) legal structure isn’t investable. many projects seek our advisory services to help the fundraise or seek venture capital investment. often, the projects are not suitable for investment due to their legal either not being completed or improperly setup. web3 projects are high-growth companies that must structured for investability + must pass due-diligence requirements for venture capital funds to invest.

Our law firm is well versed in assisting projects raise capital through angel investors + venture capital. We assist with making sure that your company is structured in the correct manner for angels and venture capital funds to invest. This means taking the following steps:

1) Ensuring your company has the correct share structure;

2) Ensuring that your intellectual property is protected and owned by the company;

3) Preparing your data-room so that the investors can conduct their due-diligence; and

4) Reviewing your pitch deck and preparing your fundraising documents.

Our goal is to make your company as attractive as possible to investors and to facilitate the investment process to allow for smooth + painless fundraising.