# MN & ASSOCIÉS **Swiss Fiduciary – Corporate Housekeeping, Accounting and Governance Support** *(Fiduciary & Corporate Services Memorandum)* --- ## I. Systemic Role within SwissChain Architecture MN & Associés acts as **SwissChain’s primary fiduciary firm** for day‑to‑day corporate housekeeping, accounting and administrative support of Swiss entities (especially SwissChain Holding SA and, as needed, Swiss subsidiaries). Their role is to ensure that the Swiss legal entities which underpin the BX Digital listing and the wider group structure are **properly maintained at the corporate and accounting level**, in line with Swiss company law and good governance practices. In the overall architecture, MN & Associés sits **underneath OA Legal and JNC Avocats**: the lawyers define the legal and tax structure; MN & Associés executes the practical tasks that keep the entities compliant and audit‑ready – bookkeeping, annual accounts, board and shareholder documentation, and liaison with Swiss authorities (commercial register, tax administration) for routine filings. This is crucial for listing and investor due‑diligence: an advanced capital‑markets structure with messy underlying books or minutes is not acceptable. --- ## II. Firm Profile and Competence MN & Associés is a **Swiss fiduciary / accounting and corporate‑services firm** with experience in: - Financial accounting and reporting for Swiss corporations. - Payroll, social‑security and HR administration. - Corporate secretarial work (commercial‑register filings, preparation of minutes and shareholder resolutions). - Tax compliance (VAT, corporate tax returns, basic tax calculations, coordination with tax lawyers). The firm’s client base includes SMEs and holding companies, with exposure to international structures and cross‑border ownership. For SwissChain, this means MN & Associés is familiar with: - Multi‑entity structures where ownership may involve foreign shareholders and offshore vehicles. - Consolidation of accounting data for groups subject to audit. - Working under the instruction of external legal and tax counsel to implement specific structuring decisions. --- ## III. Corporate Housekeeping and Governance Support MN & Associés’ **corporate housekeeping** role for SwissChain typically includes: - **Commercial‑register filings** for SwissChain Holding SA and other Swiss entities: incorporations, changes of directors, changes in share capital, amendments to the articles of association as instructed by OA Legal. - Drafting of **board and shareholder minutes** to formalise decisions such as capital increases, appointment or removal of directors, approval of annual accounts, and dividend distributions. - Maintaining **statutory registers** (share register, register of beneficial owners where applicable) in coordination with Aktionariat’s on‑chain share register, ensuring that off‑chain statutory documents mirror the on‑chain reality. - Practical coordination of **annual general meetings** (AGMs): invitation letters, proxies, minutes, filing of results where required. This housekeeping layer ensures that Swiss corporate law formalities are constantly up‑to‑date, which is important for auditors, banks and BX Digital when they review SwissChain’s governance. --- ## IV. Accounting, Reporting and Tax Compliance On the financial side, MN & Associés provides: - **Bookkeeping and general ledger maintenance**: recording of all transactions for SwissChain Holding SA (and other Swiss entities if mandated), including capital injections, intercompany flows, operating expenses and professional‑fee payments. - Preparation of **annual financial statements** in accordance with Swiss accounting law (CO), including balance sheet, income statement and notes. - Assistance with **management reporting**, providing periodic trial balances and reports that management can use for decision‑making and that form a basis for group consolidation. - **Tax‑compliance support**: preparing and filing Swiss corporate tax returns, VAT returns if applicable, and basic tax calculations, under the high‑level guidance of JNC Avocats where structuring or rulings are involved. This allows SwissChain to present **clean, reconciled Swiss accounts** for its holding and Swiss subsidiaries, which auditors and valuation advisors can rely on as a starting point for audit and valuation work. --- ## V. Role in the BX Digital Listing and Post‑Listing Phase For the BX Digital listing of SwissChain’s tokenised participation shares, MN & Associés supports: - The preparation of **historical financial statements** for Swiss entities to be included in the consolidated accounts used in the listing documentation (prospectus / information memorandum). - The accurate booking of listing‑related transactions (e.g. capital increases, listing fees, advisory fees) in the Swiss books so that auditors can trace them and investors can see the economic impact. - The establishment of a **post‑listing reporting calendar** at Swiss entity level, aligning closing dates, audit timetables and publication requirements with BX Digital’s obligations. Post‑listing, MN & Associés continues to provide the **steady operational backbone**: ensuring that the books are always current, corporate records are in order, and that SwissChain can respond quickly to auditor or regulator requests for underlying documentation. --- ## VI. Risk Mitigation and Residual Risk MN & Associés mitigates several important operational risks: - **Housekeeping risk:** Poorly maintained registers, missing minutes or outdated articles are a red flag for auditors and investors. With a fiduciary in charge, SwissChain reduces the risk of such oversights. - **Accounting risk:** Incorrect or delayed bookkeeping leads to unreliable financial information, undermining valuations and listing readiness. MN & Associés’ routine processes and closing discipline help avoid this. - **Tax‑filing risk:** Late or inaccurate tax filings can lead to penalties and damage credibility. The fiduciary ensures deadlines are met and data sent to tax advisors is consistent. Residual risks relate to capacity and complexity: as SwissChain grows, the group may need to complement MN & Associés with more sophisticated consolidation or IFRS reporting capabilities. This is mitigated by clear role definition: MN & Associés handles statutory Swiss entity work; group-level consolidation and IFRS are overseen by external auditors and internal finance. --- ## VII. Integration with Legal, Audit and Valuation Partners MN & Associés’ work underpins and integrates with: - **OA Legal & JNC Avocats:** Implementing corporate and tax structures in practice (filings, minutes, accounting entries corresponding to legal decisions and tax rulings). - **Auditors and valuation advisors:** Providing clean books, reconciliations and supporting documents that external reviewers can test; responding to audit queries and adjustments. - **Valuation work (BDO for Moonkey and SwissChain-level valuation support):** Supplying historical financial information and documentation that valuation experts need to build and support their models. This integration makes MN & Associés an essential component of SwissChain’s **“trust infrastructure”**: the invisible but critical layer that ensures the Swiss legal entities at the core of the group are always in good standing and audit‑ready.