A token launch creates more than a new asset. It creates decisions about ownership, income, control and responsibility—often across several companies and jurisdictions.
Those decisions become harder to revisit once funds have been raised, tokens distributed and the treasury has grown. For founders, the opportunity is to design the structure while the business still has room to choose.
The US tax case involving early Bitcoin investor Roger Ver offers a useful starting point.
What the Roger Ver case shows about digital-asset ownership
On October 14, 2025, the US Department of Justice announced that Ver had paid nearly $50 million in taxes, penalties and interest under a deferred prosecution agreement. He admitted deliberately failing to report all his Bitcoin holdings in expatriation-related tax returns. The government moved to dismiss the indictment. DOJ resolution.
The original indictment also alleged issues involving Bitcoin held by two companies he owned, their valuation and subsequent distributions. These allegations should be distinguished from the admissions described in the later agreement. DOJ’s original allegations.
This was a personal tax case involving Bitcoin, rather than a ruling on token issuance. Our broader business takeaway is that digital-asset planning needs a clear account of ownership, valuation and transfers.
For a company with its own token, those questions arise throughout the business lifecycle.
Start with the business model
Before choosing a jurisdictio, founders should map what each entity will actually do. Which company develops the product? Which entity issues the token and enters into agreements with buyers? Who owns the intellectual property? Where do proceeds arrive, and who has authority over the treasury?
Consider a hypothetical project with a development company, a separate token issuer and a foundation. The development company employs the team, the issuer receives token-sale proceeds, and the foundation funds ecosystem activity.
This arrangement needs a coherent explanation of why those roles are separate and how the entities interact. Who pays for development? What rights does the issuer have to use the technology? What obligations accompany payments to the foundation?
A useful structure aligns contracts, people, decisions and funds. Adding entities without resolving these questions can increase cost and complexity while leaving the underlying risks untouched.
Assess the US connections
Foreign incorporation does not automatically eliminate US tax exposure. The IRS explains that a foreign corporation’s activities and income can create US filing and tax obligations; whether it conducts a US trade or business depends on the facts.
A structuring review should therefore examine the owners, team locations, activities and income flows separately. US ownership can also require analysis of controlled foreign corporation rules and reporting. Certain income may be included in a US shareholder’s income without a dividend distribution, where the relevant rules apply.
Tax exposure and regulatory market access are separate assessments. A tax-efficient entity arrangement does not, by itself, answer whether a particular token offering or service can be made available to US customers.
The practical question is which obligations arise from the project’s actual connections to each market.
Follow each token transaction
A token business should assess each category of transaction on its own terms: issuance proceeds, payments for services, team allocations, treasury disposals and distributions to owners.
Calling a receipt “fundraising” is a starting description, not a completed tax analysis. The review needs to consider the rights granted, contractual obligations, entity involved and applicable rules. Likewise, allocating tokens to a team member raises different questions from selling treasury assets to fund operations.
For planning purposes, build a transaction map before execution. For each proposed flow, identify the parties, business purpose, contractual basis, valuation approach and reporting responsibilities.
Example of transaction map could schematically look like this:
That exercise helps founders model cash needs and avoid discovering an unplanned liability after funds have been committed elsewhere.
Make intercompany arrangements defensible
Where related entities exchange services, intellectual property or other value, the arrangement needs a supportable pricing approach. US transfer-pricing rules under Section 482 apply an arm’s-length standard to controlled transactions. IRS guidance on Section 482.
In the hypothetical project above, this means assessing how the development company is compensated and how relevant rights are provided to the issuer. A signed agreement should match the work performed and the value exchanged.
The same discipline should extend to treasury governance. Legal ownership, custody arrangements and signing permissions should be documented together. A wallet address alone does not explain why an asset belongs to a particular entity or why a transfer was authorised.
Define efficiency across the lifecycle
The strongest planning question is broader than the headline tax rate: what will this structure cost and require as the company raises funds, launches its token, operates internationally and eventually restructures or exits?
Founders should compare expected tax outcomes alongside recurring administration, banking needs, investor requirements and flexibility. The answer may change as ownership, team locations or products evolve.
A structure should therefore be reviewed at significant business milestones, with clear owners for implementing any changes.
Where Hacken Advisory fits
Hacken Advisory brings legal and tax advisory into a process that considers the business model, jurisdictions, governance and supporting evidence. Its published scope includes legal and tax structuring where applicable, coordinated with Hacken’s security teams. Hacken Advisory.
For token businesses, this provides a relevant starting point for aligning corporate design with how the project operates. The engagement should define the jurisdictions, specialist advice and deliverables needed for the particular company.
The Roger Ver case illustrates the financial consequences of inaccurate digital-asset reporting. For founders preparing a token launch, the constructive next step is to establish clear ownership, assess the tax position and make the proposed structure executable before significant transactions occur.
Planning a token launch or restructuring an existing Web3 business? Speak with Hacken Advisory about aligning your corporate structure, tax position and operating model.
