Roman Buzko

@buzko

186 Following

543 Followers

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Just finished updating our internal guide on this topic. Here’s the summary: 🇻🇬 BVI — the go-to jurisdiction for token issuers due to its permissive legal framework. 🇰🇾 Cayman Islands — popular for their flexible Foundation Companies. Suitable mainly for large DAOs. 🇵🇦 Panama — the Wild West of crypto, with zero regulations. Polymarket and many others are based there. Panama also has private foundations similar to Cayman Islands, which are used by DAOs. 🇺🇸 US — ideal for startups not engaged in regulated activities (e.g., blockchain scanners like Dune). Many ‘DevCos’ or ‘LabsCos’ are still based in the US even if they have affiliated offshore structures elsewhere. In the past, the US was a no-go for companies looking to issue tokens. It is starting to change. Wyoming is leading the charge with DAO LLCs and DUNAs.

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https://warpcast.com/caphillcrypto/0x2df43929

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https://warpcast.com/fund-defi/0xbf610388

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Weekly update on building the go-to legal platform for startups Skala.io: — Our site went down on Monday, so we had to jump into emergency mode to restore it. — Set up company registration in Texas and Nevada. — Created a dedicated landing page: https://www.skala.io/incorporate-in-nevada-or-texas. — Launched on Product Hunt, but without much success. If you don’t make it to the top 7 (which is at the editors’ discretion), there’s almost no organic traffic or upvotes. — Built filters for selecting a legal entity based on use case and registration costs (this is a really cool feature, but we’re still fine-tuning it). — Working on the design of the admin panel for trademarks. — Ran a few paid promotional posts. — Started working with a marketing advisor—set up internal key metrics and came up with a few growth experiments. Main goal right now is to grow organic traffic to the website by improving SEO. Because Google does not rank very high the new domain name after rebranding.

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Some US-based companies and startups are exploring alternatives to Delaware. Here is how Nevada and Texas compare. Learn more here: https://www.skala.io/incorporate-in-nevada-or-texas.

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Delaware is under fire after its courts struck down Elon Musk’s $55B pay package. Meanwhile, Nevada and Texas are stealing the spotlight as the new go-to corporate HQs. We moved fast at Skala.io and now you can set up a C-corp or LLC in either state with dead-simple workflows. We’re live on Product Hunt today. Smash that upvote like your incorporation depends on it: https://www.producthunt.com/posts/incorporate-in-nevada-or-texas

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https://warpcast.com/panasyuk/0xef6b4b7e

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No surprises from David Sack’s press conference on digital assets. But right after it SEC published its list of priorities, which sheds much more light. https://www.sec.gov/newsroom/speeches-statements/peirce-journey-begins-020425

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https://warpcast.com/codeofcrypto/0x9b3d95c2

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Public request to emerging crypto founders: What are your top legal challenges? We will build to solve them for you at: https://www.skala.io/crypto-startups. What we already have (✅) and upcoming features (🛠): — Offshore incorporation (BVI, Panama, UAE) ✅ — Fundraising templates (SAFT, Token Warrants, Public Token Sale Terms) ✅ — Crypto-specific legal templates ✅ — Integration with banks 🛠 — Integration with crypto accountants 🛠 If you have any legal questions, start here: https://warpcast.com/buzko/0xa04b9c7f

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Delaware kaput?

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When you receive an email from a lawyer with multiple attachments:

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Added incorporation in Texas at Skala.io. Adding Wyoming and Nevada next week. https://x.com/elonmusk/status/1885750647938760791?s=46

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That’s why you can incorporate in Texas with Skala.io. Adding Nevada and Wyoming next week. https://x.com/elonmusk/status/1885750647938760791?s=46

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Thanks, @vinayvasanji.eth! Really appreciate your support. As for /legal, indeed, if you building something in crypto or AI and have legal questions, feel free to post them here and tag /legal.

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https://warpcast.com/buzko/0xa04b9c7f

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First, no legal advice. Second, it depends. Now legalese aside, let’s dive into your questions 👇 1. What defines a centralized vs. decentralized project? No one really knows. An important SEC official dropped the term “sufficiently decentralized” in a 2018 speech, and ever since, law firms have been using it to sell legal opinions to token issuers. I do recommend reading this memo on the YFI token launch by a brilliant US lawyer. It dives deep into the concept of decentralization: https://metalex.substack.com/p/why-yfi-are-not-investment-contracts

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Pump[.]fun, a popular Solana-based memepad, was hit with a second class action lawsuit yesterday. The lawsuit claims that Pump[.]fun acted as both the issuer and statutory seller of tokens under Section 12(a)(1) of the Securities Act. You can read the full 215-page lawsuit, including all exhibits, here: https://aboutblaw.com/bg4F. It looks like this US class action could have been avoided if the project had proper Terms of Use with an Arbitration Clause and Class Action Waiver. But they didn’t—at least not until the end of 2024, when the lawsuit was already imminent.

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An unpopular opinion, but here we go. Telegram’s TON is in a risky spot. It thrived over the past couple of years thanks to regulatory arbitrage, while Ethereum and Solana were under constant fire in the U.S. Now, with the U.S. crypto policy making a complete 180° turn, everyone is in the same boat. TON’s only—but very strong—advantage is its distribution through Telegram. 👇

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