In January 2022, STORE announced that it would select a location for the STORE Foundation by the end of Q1, 2022. Today, STORE is sharing that STORE’s CEO, Chris, selected Liechtenstein to be the home of the STORE Foundation. In Summer 2021, STORE began the process of diligence to set up a foundation in either Switzerland or Liechtenstein. This post shares STORE’s thinking and why Liechtenstein was selected as the best place for the STORE Foundation. STORE is excited to launch the foundation in what may be the most cutting edge jurisdiction in Web3. Liechtenstein’s regulatory regime is the most adaptable to Web3, while also ensuring compliance with EU regulations. For STORE, this means that its innovative checks-and-balances model to bring truly decentralized governance can be deployed and pursue rapid growth under the most favorable regulatory environment.
The goal of this document is to share the STORE’s requirements and thinking for the selection of Liechtenstein for the STORE Foundation. The decision was based on a strategy of flexibility: How to best position STORE for the future given the evolution of both protocols and regulations. STORE must select a location while operating in a high degree of uncertainty. Nonetheless, STORE is committed to its vision of decentralized governance, and pragmatic in its goal of a token listing. Based on STORE’s work with legal and tax experts, STORE’s governance design is best suited to a foundation in Liechtenstein at this time, with Liechtenstein offering the easiest pathway towards a future charter modification if it further supports STORE’s growth.
THE PATH TO TRANSITION OUT OF THE U.S.
STORE’s North Star is a token listing, and to get there, STORE has to first launch a foundation. The STORE Foundation serves several purposes: decentralized governance, the ability to execute a token generation event (TGE), and the ability to list the token on an exchange. You can read more about STORE’s path to this point in the State of STORE.
Originally, back in 2021, STORE planned to launch the STORE Foundation in Singapore. But abrupt changes to the local regulations made that impossible. Switching gears, in May of 2021, STORE began a process to evaluate Switzerland as the foundation location. Based on STORE’s experience with sudden regulatory changes in Singapore, STORE decided to evaluate Liechtenstein in parallel as a Plan B so there would not be any more delays.
This comparative diligence approach took extra time — and STORE thanks its supportive community for your patience — but it bore more value as well. Contrasting the differences between Switzerland and Liechtenstein allowed STORE to distill the critical requirements and the tradeoffs of selecting one jurisdiction over another. It also led to insightful conversations with legal and tax experts. STORE also engaged in conversations with other protocols about why they chose specific jurisdictions and whether they would do so again, knowing what they know now.
WHAT STORE NEEDS TO SUCCEED
Through conversations with legal and tax experts, STORE drilled down the decision to five key factors. Eventually, STORE was able to discern a path to address four of the factors, regardless of jurisdiction. Decisions would have to be made, legal counsel required, tax experts needed to navigate, and some trade-offs based on the necessity of designing to reality. But four of the factors have solutions.
It was the fifth factor that was the most challenging: Governance.
STORE’s innovative checks-and-balances governance model requires that qualified voters (i.e. you) have ultimate governance. The mechanics of this require interlocking and harmonious onchain and offchain governance systems. Accordingly, voters must have the ultimate governance authority, rather than governance authority being concentrated in an unelected Board of Directors.
Liechtenstein was selected because it provides the most flexible foundation entity to give the qualified voters (you) a say in management. Liechtenstein has other benefits as well: It’s part of the European Free Trade Association, which provides a “passport” for compliant fundraising in the EU; and, it has clear blockchain regulations that are adapted to the future of decentralization. There is a reason that contemporary protocols, such as SKALE, have selected Liechtenstein.
THE CHALLENGES OF SWITZERLAND TODAY
A foundation in Switzerland vests ultimate authority in the Board of Directors. Three people that effectively control the direction of the protocol, not just today but forever. At best, the Swiss model provides indirect representation of a DAO, of qualified voters (or, more practically, your votes), to inform governance. At worst, STORE deploys a plutocracy with just a facsimile of decentralization in governance, subject to the whims of the Board of Directors. This undermines the authority of qualified voters, hides transparency in decision-making, and creates plutocracy. The concern that a fixed Board of Directors can lead to leadership fights is not new.
When we reviewed the real world use cases, we found that there is no clear path to direct representation as of yet. Though Switzerland does allow indirect representation of DAOs on a foundation’s Boards of Directors. While there is no prohibition on Direct Representation, absent clear approval by Swiss regulators, this path would require STORE to break new ground. An added challenge with no guarantee of success and the process would, once again, delay the launch of the STORE Foundation and, therefore, a possible token listing. Further, it would mean a delay with no clear timeline; rather, it would be an ongoing (read expensive) back and forth with STORE legal counsel and regulators to find a possible solution.
This is not to say that Switzerland will not adapt regulations to the Web3 community’s need for direct representation. Simply that the path is not clear today. And that STORE cannot afford to wait for that path to possibly (it might not) emerge in the immediate future (it won’t).
STORE’S VISION IN AN UNCERTAIN WORLD
STORE’s innovation extends beyond the technical deployment of a layer-one protocol. The STORE governance model is designed to prevent plutocracy and give ultimate authority to the voters. Consequently, selecting a location is not simple. Liechtenstein, while clearly more flexible in setting up a charter, does carry unknowns. STORE faces an unknown future. But this is to be expected since the concept of a foundation was created before the technology of decentralized governance was ever conceived. The question for STORE is: What tradeoffs in governance can STORE can manage today in order to achieve its needs in the near future? After months of intense review, STORE can clearly and definitively state that Liechtenstein offers a more flexible set of operations in the short term that lets STORE start working now, moves the fastest towards a TGE, and gives the most rights and flexibility to you, our current and future supporters.
To learn more about STORE, read our first-ever State of STORE (30 min).