Crypto in employee participation programs

Case 1: Basic case: Token compensation

1. facts of the case

Krypto AG, a technology company founded in Switzerland in February 2023. It is developing a digital platform for the secure exchange of research data. Access to the platform and certain additional functions (such as data analysis tools or extended storage options) are controlled via the company's own utility token "Crypt". The token is issued by Krypto AG.

The company currently has 7 permanent employees and pays part of its employees' variable remuneration in the form of Crypt. These tokens are not listed on a platform and are issued to employees after a one-year vesting period.

4 employees have been with Krypto AG since the very beginning. As part of its bonus program, they will receive 10,000 Crypt as of 31 March 2025 for their services as participants in the project from the very beginning. At the time of the commitment, there is no market price for the token and the token is also not yet technologically available. The Generating Event (TGE) is not scheduled to take place until the following year (2026).

The token has been valued at CHF 0.0004 since its inception. In 2026 after the TGE, the token is expected to have a value of CHF 0.9 per crypto.

Questions

• How does the token qualify?
• Valuation: How should the token be valued?
• Tax treatment for the recipient: How is the token compensation recognized for tax purposes and when does the tax liability arise?
• Tax treatment for the company: Can the token allocation be deducted as a business expense? What valuation is applied?
• Change in value and subsequent disposal: How are subsequent price gains or losses treated for tax purposes at company level and at employee level?

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Case 2: Token valuation before and after the "ICO"

1. facts of the case

The Blockchain Development Association (BDA) is a non-commercial association founded in Switzerland in September 2022 to develop a decentralized data processing platform. The association has two employees and bases its business activities primarily on the use of service providers abroad. The platform is used to store and process digital information securely, efficiently and unalterably. BDA uses blockchain technology to manage data in such a way that it cannot be manipulated and can be traced at any time.

In contrast to traditional centralized databases, where a single party has control over stored information, BDA technology is based on a network of independent participants (nodes). These nodes check and confirm all transactions and ensure that no unauthorized changes can be made. This not only increases the security of the data, but also guarantees the transparency and integrity of the stored information.

To use the platform, the BDA issues its own token called the BDA token. The token serves as a technical means of access to the services offered. For example, users can use the token to access certain storage and processing services within the network or activate technical functions of the platform. It is also planned to use the token for governance purposes, for example to vote on future developments. The token does not confer any participation rights under company law, no entitlement to distributions and no participation in the association.

The platform should be particularly attractive for companies and organizations that depend on a reliable and transparent data infrastructure. Possible areas of application include financial services, logistics, identity management and the exchange of sensor data in industrial networks.

In the early stages of the project, tokens were allocated as part of service contracts and financing rounds. As they were not yet traded on an exchange, they had no official market value. The valuation was therefore based on the respective financing round or an internally determined value.

The Token Generating Events (TGE) took place in February 2025 and the ICO is planned for July 2025.

One service provider, Tech Solutions GmbH, received an allocation of 2.5% of the total token holding in March 2021 based on an assumed value of USD 0.0002 per token.

Questions

Token qualification: How is the token to be qualified?

• Valuation of the tokens: How is the token to be valued in each case?
• Tax treatment for the recipient: How is the token allocation to be recognized for tax purposes? How is the difference in value between allocation and subsequent commencement of trading taken into account for tax purposes?
• Tax treatment for the BDA: Can the token allocation be deducted as a business expense or how is it included in cost-based taxation? What valuation is used?
• Effects of changes in value:
  1. For the recipient (e.g. service providers or employees who have received tokens):
     1. How are subsequent capital gains or losses treated for tax purposes?
     2. Is the subsequent sale treated as a capital gain or as income?
  2. For the BDA:
     1. Are there any tax implications if the token price rises or falls sharply after the ICO?
     2. Does the company have to recognize the increase in value after the ICO for tax purposes in any way?

Case 3: Airdrop

1. facts of the case

The DataChain Association (DCA) is a non-commercial association founded in 2023 and based in Switzerland, which develops a decentralized data processing network. It now has 5 employees.

The DCA token is at the center of the ecosystem. Within the platform, it serves as an access key to certain functions (e.g. data queries, validation) and as a unit of remuneration for those who provide data or contribute to the further development of the network. The token is not associated with corporate rights, but primarily fulfills a usage and incentive function within the protocol.

Following the successful Token Generating Event (TGE) in February 2025, DCA has decided to conduct an airdrop to encourage adoption of the platform and reward early supporters and active developers. A total of 7% of the total token supply is earmarked for the airdrop. The distribution will be based on the following criteria

1. Reward for active contributors:
   
   • Employees.
   • Developers who contributed code to the DCA platform before the TGE.
   • Data providers who actively provided off-chain data for the network before the TGE.
   • Participants in the first test phase who reported bugs and provided technical feedback.
2. Incentives for new users:
   
   • Companies that can demonstrate active use of the network within the first six months after the TGE.
   • Individuals who register as early adopters and carry out their first transactions on the platform.

The allocation of tokens is staggered over several months in order to avoid market distortions. In addition, recipients must gradually activate their tokens within a vesting period of 12 months. The tokens do not expire and there is no obligation to return them.

The majority of recipients are located abroad - both developers and users are based in various jurisdictions, including the USA, Germany and Singapore.

Questions

• How does the token qualify?
• Valuation: How should the token be valued?
• Tax treatment for recipients: Do recipients have to pay tax on the airdrop as income? If so, in what form and at what value?
• Tax treatment from the DCA's perspective: How must the DCA record the airdrop for accounting and tax purposes? Does the issue of the tokens affect the tax position of the association and cost-based taxation?
• Addendum: How is the airdrop recorded for VAT purposes?

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Case 4: DAO setup of a DePIN project

1. facts of the case

1.1 Organizational structure

CargoChain Association (CCA) is a non-commercial association based in Switzerland, which was registered in the commercial register of the Canton of Zug on March 17, 2023.

Purpose and vision:

• CargoChain is developing a decentralized platform for the optimization of global supply chain logistics.
• The aim is to manage transport capacities of trucks, container ships and drones decentrally by trading unused transport capacities via a peer-to-peer system.
• The platform enables freight forwarders, logistics companies and transport companies to offer and book surplus capacity in real time.
• A decentralized physical infrastructure network (DePIN) makes global logistics more efficient by combining AI-optimized delivery routes with free capacity.
• CCA has no employees.

DAO integration:

• The platform is to be operated by a CargoChain DAO, in which the network participants themselves make decisions on route optimization, fee structures and platform upgrades via governance mechanisms.
• DAO members are truck operators, port operators, logistics service providers and companies with transportation needs.

Token economy:

• The CargoChain tokens (CCT) serve as access to the platform.
• Truck drivers, shipping companies and logistics centers receive CCT for providing free capacity.
• However, companies that need transport capacity pay for its use with fiat currencies.

CargoChain Services AG (CCS AG) was founded in 2022 in Switzerland.
It is responsible for

• Technical development and maintenance of the platform
• Integration of IoT sensors and GPS tracking for automatic recording of transport routes
• Regulatory advice on transportation and customs law
• CCS AG has 12 employees.

CCS AG is remunerated through service contracts with the association and receives its remuneration partly in CCT tokens and partly in fiat. Its employees also receive part of their remuneration in CCT.

SmartRoute GmbH (SmartRoute) is a Zurich-based software company that developed the original algorithms for route optimization and tracking technologies.

Before CCA was founded, SmartRoute was responsible for the AI-based calculation of supply chains in order to optimally coordinate truck and ship movements. The software was later transferred to CCS AG and then to CCA.

Additional services provided by SmartRoute GmbH:

The Board of Directors and CEO functions of CCS AG are performed by SmartRoute . SmartRoute provides qualified personnel for management functions. Compensation is paid via a service agreement between CCS AG and SmartRoute GmbH in the form of cash and CCT tokens. VR/This contract includes strategic management, platform development and operational management in the sense of outsourced management.

1.2 Business model of the CargoChain platform

The platform enables logistics service providers to sell their free capacity directly to other companies via smart contracts.

Decentralized transport brokerage:

• Companies with free truck loading areas, container spaces or drone flights can offer their capacities on the platform.
• Customers book these capacities via smart contracts and pay directly with fiat currencies.

Real-time tracking and validation:

• Each transaction is automatically validated using special "sensors" and GPS data and delivery confirmations are automatically documented on the blockchain.

Tokenized network fees:

• Validators and operators of such sensors receive CCT for their services.
• Freight forwarders can qualify for preferential orders by staking CCT.

DAO governance for price mechanisms:

• All token holders have voting rights and determine transaction fees, reward structures and network rules.

1.3 Token economy and financing model

CCA plans to issue a maximum of 500 million CCT tokens, divided into the following categories:

Questions

• How does the token qualify?
• Valuation: How should the token be valued?
• Tax treatment at CCS: How should the taxation of the token allocation be assessed at the level of the CCS and its employees?
• Compensation by a third-party company: How is the token allocation to SmartRoute for CEO and Board of Directors services to be assessed for tax purposes? What is the tax assessment if the CEO and board member services are provided directly by natural persons domiciled abroad?

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Case 5: Tokenized participation rights

1. facts of the case

Helion Ventures AG (HV AG) is a private technology company based in Switzerland. It develops highly specialized software solutions in the field of artificial intelligence and pursues an international growth strategy.

HV AG introduced a new employee participation program in 2025 to retain key employees in the long term. Instead of traditional shares, it relies on tokenized participation rights that are registered on a private blockchain. The so-called HVT (Helion Venture Tokens) securitize participation rights, i.e. shares in HV AG. The shares are not listed on a stock exchange.

The tokens are non-transferable, tied to the employment relationship and are reversed when the employee leaves the company. In certain cases, the program provides for a severance payment.

The allocation is made in addition to the regular salary. The basis is a participation plan with individual allocation depending on position, entry date and performance. A four-year vesting period with a one-year cliff period applies to all tokens. Valuation takes place annually using an internal model based on the estimated enterprise value.

Questions

• Token qualification: How should HVT be qualified for tax purposes?
• Valuation: How is the tax-relevant value of the HVT to be determined if there is no stock exchange listing?
• Taxation: How is the allocation of tokens generally taxed at employee level?