Web3 Corporate Law & Entity Structuring

Service Overview

Comprehensive corporate law services tailored to Web3 companies, protocols, and DAOs operating in or entering the Australian market. From entity formation through to complex corporate transactions, this service provides strategic legal guidance on structuring, governance, M&A, capital raising, and commercial agreements for the unique needs of blockchain and crypto businesses.

Core Service Components

Entity Formation & Structuring

Web3 Company Structuring: Strategic advice on optimal legal structures for Web3 businesses operating in Australia, including choice of jurisdiction, entity type, and holding company architectures. Covers Australian proprietary limited companies, offshore jurisdictions (Cayman, BVI, Singapore), and hybrid structures balancing regulatory compliance, tax efficiency, and operational flexibility.

DAO Legal Wrappers: Specialized advice on legal structures for Decentralized Autonomous Organizations, including foundation structures, LLC wrappers, and treaty frameworks that provide legal personality and limited liability while preserving decentralized governance. Addresses unique challenges including token holder voting rights, contributor liability protection, and treasury management.

Tokenization Structuring: Legal frameworks for tokenized projects including token classification analysis (utility vs. security), allocation structures (team, investors, treasury, community), vesting and lockup arrangements, and governance rights attached to tokens.

Capital Raising & Fundraising

Token Sales & SAFTs: Comprehensive legal support for token fundraising including Simple Agreements for Future Tokens (SAFTs), Token Warrants, and other token presale instruments. Includes securities law analysis, disclosure documentation, investor representations, and compliance with Australian fundraising regulations.

Equity Fundraising: Traditional equity fundraising support including term sheet negotiation, shareholders agreements, preference share structures, convertible notes, and VC investment documentation tailored to Web3 business models and token economics.

Commercial Agreements

Platform Terms & User Agreements: Drafting of platform terms of service, end-user license agreements, and privacy policies compliant with Australian consumer law, privacy legislation, and Web3-specific considerations (wallet connections, transaction risks, smart contract interactions).

Development & Integration Agreements: Commercial contracts for blockchain development work, protocol integrations, API licensing, node infrastructure services, and other Web3-specific commercial relationships.

Mergers & Acquisitions

Web3 M&A Advisory: Full-service legal support for acquisitions, mergers, and corporate reorganizations involving Web3 companies. Includes due diligence on digital assets, token holdings, smart contract IP, regulatory compliance status, and deal structuring to address crypto-specific assets and liabilities.

Asset Acquisitions: Specialized advice on acquiring digital assets including token treasuries, NFT collections, protocol ownership, and on-chain intellectual property, addressing unique issues of custody, transfer mechanisms, and valuation.

Why Web3 Companies Need This Service

Web3 companies face distinctive corporate law challenges that traditional law firms often struggle to address: How should a DAO be legally structured to provide limited liability? Can token allocations trigger securities laws? How should digital asset holdings be reflected in corporate governance? What contractual protections address smart contract risks?

Incorrect structuring creates material risks: securities law violations triggering enforcement actions, inadequate liability protection exposing founders and contributors to personal liability, inefficient tax structures eroding value, and commercial agreements that fail to address Web3-specific issues leading to disputes.

Gilbert + Tobin's Web3 corporate practice combines deep blockchain and crypto legal expertise with world-class corporate and M&A capabilities, providing practical advice that addresses both Web3 innovation and Australian legal requirements.

Target Clients

• Web3 startups establishing Australian operations or headquarters
• International crypto companies entering the Australian market
• DAOs seeking legal personality and liability protection
• Web3 gaming companies (like Immutable) requiring corporate structuring and commercial agreements
• DeFi protocols establishing foundations and legal entities
• Crypto companies raising capital from traditional VCs or token sales
• Blockchain platforms executing M&A transactions

Firm Differentiators

Integrated Web3 & Corporate Expertise: Unique combination of leading Web3/crypto regulatory expertise with top-tier corporate and M&A capability. This integration enables structuring advice that addresses both blockchain/crypto legal issues and sophisticated corporate law requirements—avoiding the gaps that emerge when traditional corporate lawyers advise on Web3 matters without sufficient crypto context.

Transaction Experience: Proven track record advising on some of Australia's most complex corporate transactions, now applied to Web3 M&A and structuring. This expertise ensures Web3 companies receive institutional-quality corporate advice suitable for venture-backed companies and complex deal structures.

Premier Web3 Client Base: Trusted by leading Web3 companies including Immutable, Synthetix, and other sophisticated crypto businesses. This client roster demonstrates capability to handle cutting-edge Web3 legal issues while delivering practical, commercial advice.

Full-Service Capability: Seamless integration with Gilbert + Tobin's IP, employment, tax, and dispute resolution practices, providing comprehensive legal support across all aspects of Web3 company operations. This integrated platform eliminates coordination complexity and ensures consistent strategic advice.