--- title: Swiss Tax & Legal Advisory entity: SwissChain Holding SA jurisdiction: Switzerland doc_type: legal status: in_progress last_reviewed: 2026-03-09 owner: TBD evidence_level: public source_urls: [] related_docs: [] --- JNC AVOCATS Swiss Corporate & Tax Counsel – Holding, Participation and Distribution (Tax & Corporate Memorandum) I. Systemic Role within SwissChain Architecture JNC Avocats acts as Swiss tax and corporate counsel to SwissChain, with a focus on the holding structure, participation share design, dividend and financing flows, and tax rulings. OA Legal handles the legal framework and contracts; JNC ensures that the way SwissChain organises its holding company, subsidiaries and cash flows is tax efficient and sustainable under Swiss and, where relevant, international tax law. In the overall stack, JNC is responsible for answering questions like: How should SwissChain Holding SA and its subsidiaries be structured from a tax perspective? How are dividends from operating companies taxed at the holding level? How should distributions to BX listed participation shareholders be structured? How do we avoid unnecessary withholding, stamp duty or VAT leakages? II. Firm Profile and Practice Areas JNC Avocats is a Swiss law firm specialised in commercial law, tax law and real estate law, with offices in French speaking Switzerland. The firm advises both corporations and individuals on Swiss and international tax matters, as well as broader business law topics (commercial contracts, corporate law, M&A, real estate). Its tax practice covers, among others: • Corporate tax advice for Swiss and international groups: incorporation of companies, establishment in Switzerland, restructurings and financings, dividend distribution policies, acquisitions and disposals of participations. • Swiss VAT, stamp duty and withholding tax matters. • Tax aspects of initial token/coin offerings. • Assistance with tax rulings, tax planning and tax disputes. This mix—corporate tax, international structuring, token offering experience—maps well to SwissChain’s needs as a tokenisation driven holding company based in Switzerland. III. Tax and Corporate Scope for SwissChain For SwissChain, JNC’s mandate focuses on four axes: 1. Holding structure and participations: Advising on how SwissChain Holding SA and its subsidiaries should be organised (equity vs debt, participation shares vs common shares) to optimise corporate tax treatment, eligibility for participation relief regimes and robustness for future financings or exits. 2. Dividend and distribution mechanics: Designing how profits flow from operating entities up to SwissChain Holding, and then from the holding to BX listed participation shareholders, including optimisation of Swiss withholding tax, use of participation exemption, and any advance tax rulings needed to secure treatment. 3. Transaction and restructuring events: Advising on tax consequences of capital increases, token issuances, potential future spin offs or acquisitions, and ensuring that tokenisation and listing steps do not trigger unintended taxable events in Switzerland. 4. Token related tax questions: Using JNC’s experience with initial token/coin offerings to analyse whether any of SwissChain’s token related flows (beyond pure equity tokenisation) have Swiss tax implications (e.g. VAT on certain services, potential stamp duty) and propose mitigations. Their work typically results in internal tax memos, possible ruling requests to Swiss tax authorities, and concrete recommendations on how to structure legal documents (e.g. dividend resolutions, intercompany agreements) so that the intended tax treatment is achieved. IV. Risk Mitigation and Institutional Comfort JNC’s involvement addresses key tax risks: • Unintended tax leakage: Without proper structuring, tokenisation, capital measures or cross border flows could trigger Swiss withholding tax, stamp duty or VAT in ways that erode returns for SwissChain and its investors. JNC’s role is to pre empt these outcomes and secure rulings where appropriate. • Regulatory/tax misalignment: Tax treatment must align with the legal narratives built by OA Legal and the regulatory narratives shaped with Biba Homsy; JNC helps ensure that what is promised to investors (e.g. on dividend treatment) is compatible with Swiss tax practice. • Audit and listing comfort: Having a recognised Swiss tax firm involved makes it easier for auditors and listing venues to rely on the tax aspects of the structure, especially where rulings or written opinions exist. Residual risks involve future tax law changes or evolving practice (e.g. around tokenisation), but these are mitigated by JNC’s ability to update advice and rulings as the framework evolves.