--- title: Swiss Legal Counsel - Governance & Structuring entity: SwissChain Holding SA jurisdiction: Switzerland doc_type: legal status: validated last_reviewed: 2026-03-09 owner: Legal evidence_level: public source_urls: [] related_docs: - docs/disclosures/public-statements.md --- OA LEGAL Swiss Lead Counsel – Corporate, DLT & Listing Support (Legal & Regulatory Memorandum) I. Systemic Role within SwissChain Architecture OA Legal acts as SwissChain’s primary Swiss legal advisor, responsible for the overall Swiss legal architecture of the group. The mandate is broad and ongoing: it covers the structuring of SwissChain Holding SA, the definition of governance (articles of association, share classes, participation rights and shareholder arrangements), the legal framework for tokenising the company’s shares and using DLT based infrastructure, the review and negotiation of contracts with key infrastructure partners (custody, execution, KYC/AML, fiat rails, listing venue, banks), as well as the legal work required for the direct admission and listing of SwissChain’s tokenised participation shares on BX Digital. OA Legal does not act as an intermediary towards a prudential supervisor for SwissChain, because SwissChain itself is not a licensed financial institution. Instead, the firm ensures that SwissChain’s structure and operations remain compliant with applicable Swiss law (company law, financial markets law where relevant, contract law, data protection law, employment law, etc.) when the group interacts with regulated partners (banks, EMIs, trading venues). OA Legal therefore functions as the central Swiss legal coherence point: any structurally important decision or key contract is routed through them for harmonisation and risk control. II. Firm Profile, Scope and FinTech / DLT Positioning OA Legal is a Geneva based Swiss law firm, founded in 2015, that presents itself as a “Swiss Innovative Law Firm” providing tailored legal services to Swiss and international clients. The firm is active in banking and finance, corporate/M&A, commercial litigation, arbitration, sports law, employment, real estate, data protection and privacy, and maintains a dedicated FinTech practice. In its FinTech materials, OA Legal explains that it advises FinTech companies, crowdfunding platforms, tokenisation of securities projects and DeFi protocols on the Swiss legal framework, including the DLT law reform, token qualification, offering documentation and compliance questions. The firm emphasises that it is one of the few Swiss firms covering the full FinTech stack and highlights publications on STOs and on a robust “Data, Blockchain and Smart Contracts” ecosystem. For SwissChain, this positioning means OA Legal is well placed to: • Design and document the legal structure of SwissChain Holding SA (articles, share classes, participation rights, shareholder agreements). • Frame the tokenisation of the participation shares (Article 973d CO, ledger based securities, CMTA, Aktionariat) and ensure compatibility with Swiss law and BX Digital’s expectations. • Ensure legal consistency across all contracts with infrastructure and service partners (DFNS, Scrypt, Sumsub, Notabene, Fiat Republic, Aktionariat, InCore, Maerki Baumann, etc.). • Handle data/privacy/platform aspects (Swiss DPA, GDPR, T&Cs, liability) for the services offered by SwissChain’s operating subsidiaries. III. Service Areas Relevant for SwissChain According to its FinTech documentation, OA Legal offers, among others: • FinTech & digital finance: analysis of business models, regulatory qualification, contract and platform documentation. • Distributed Ledger Technology projects: structuring of DLT projects, legal analysis of smart contracts and tokens, compliance with the DLT reform of the Swiss Code of Obligations (ledger based securities). • Tokenisation of securities / ICOs / STOs: drafting tokenisation terms, corporate resolutions and offering documentation; advice on compatibility with Swiss securities law. • Digital platforms & data protection: user terms, client contracts, data processing arrangements, compliance with Swiss DPA and GDPR. • Corporate / M&A & commercial contracts: holding structures, shareholder agreements, intra group and third party service agreements. For SwissChain, these services span the entire lifecycle: from designing the holding structure and tokenisation documentation (with Aktionariat/CMTA) to updating articles and contracts for the BX Digital listing, and validating the legal interfaces with regulated partners (banks, EMI, trading venue). IV. Role in Preparing the BX Digital Listing For the listing of SwissChain’s tokenised participation shares on BX Digital, OA Legal: • Prepares and updates the articles of association, board/shareholder resolutions and tokenisation terms required for SwissChain’s shares to be validly issued as ledger based securities and eligible for admission to a Swiss DLT trading facility. • Reviews the admission and listing documentation (prospectus/offering memorandum where required, issuer declarations, corporate governance disclosure) to ensure consistency with Swiss law and BX Digital’s admission rules. • Ensures that the key contracts (Aktionariat, InCore, Maerki, Fiat Republic, DFNS, Scrypt, Sumsub, Notabene, etc.) accurately reflect operational flows and allocation of responsibilities, so that SwissChain’s model is legally robust and understandable for BX Digital, auditors and investors. • Coordinates, where needed, with specialised counsel (e.g. Biba Homsy for overarching regulatory analysis, JNC for tax, Harneys/Ellex/K&S for BVI/EU aspects) to consolidate a coherent Swiss law position. The objective is not to manage a supervisory relationship with FINMA, but to produce a legally robust dossier showing that: (i) SwissChain’s tokenised shares are valid under Swiss law, (ii) operational interactions with regulated partners are clearly documented, and (iii) investors benefit from a level of protection consistent with Swiss standards. V. Risk Mitigation and Institutional Comfort OA Legal’s involvement reduces legal risk for SwissChain in several ways: • Targeted FinTech / DLT expertise allows the team to anticipate issues around tokens, smart contracts, platforms and data flows rather than addressing them only reactively. • Broad coverage of Swiss law (corporate, banking/finance, contracts, data, disputes) avoids gaps between different legal domains that could otherwise be exploited by counterparties or regulators. • Ability to produce clear, investor grade documentation makes it easier for BX Digital, banks and investors to understand and assess SwissChain’s structure, which is critical for listing approval and investor confidence. Residual risks (capacity constraints of a boutique firm, reliance on a limited number of partners, need for tight coordination with foreign counsel) are manageable through project governance: well defined scopes, timelines, cross reviews with specialists (e.g. Biba Homsy), and centralised documentation.