Article 2.6.3 Types of Legal Entities

(a) Recognised Legal Forms:

The ICT recognises a range of legal entities that may be incorporated or registered under this Code, including:

(i) corporations limited by shares;

(ii) corporations limited by guarantee;

(iii) limited liability companies (LLCs);

(iv) general partnerships;

(v) limited partnerships;

(vi) non-profit associations;

(vii) statutory trusts;

(viii) common law trusts;

(ix) foundations; and

(x) single-member entities, including sole proprietorships granted limited liability status where expressly authorised by the Operator through supplementary rules.

(b) Hybrid and Emerging Entity Types:

The ICT permits the formation of hybrid and emerging organisational forms, including:

(i) decentralised autonomous organisations (DAOs), provided they:

(ii) maintain a responsible natural person or legal entity contact within the ICT;

(iii) provide an auditable governance and dispute resolution framework;

(iv) ensure accountability to members, participants, or beneficiaries in accordance with principles of transparency and due process;

(v) may be classified by the Companies Registrar as protocol DAOs, investment DAOs, service DAOs, or other subtypes, subject to compliance with ICT governance safeguards;

(vi) public-benefit corporations;

(vii) social enterprises;

(viii) other innovative entity types reflecting evolving commercial, civic, or governance purposes, provided they comply with the ICT Code and maintain minimum governance and accountability requirements consistent with the ICT Code; and

(ix) integrated multi-entity structures (e.g., DAO + trust or foundation + LLC) may be registered where transparent governance, accountability, and delineation of liabilities are demonstrated to the satisfaction of the Registrar.

(c) Unincorporated Associations:

Unincorporated associations may operate with limited liability and legal recognition if they meet minimum registration and governance criteria as set out in supplementary guidelines issued by the Operator. Such associations may include cooperatives, community initiatives, or informal business collaborations.

(d) Governance by Reference:

Legal entities may adopt internal rule frameworks, governance protocols, or codes of conduct by reference to external standards or templates, provided that:

(i) such frameworks do not conflict with this Code, supplementary guidelines issued by the Operator or decisions of the ICT Court;

(ii) the foundational document clearly identifies the applicable rules and any modifications thereto;

(iii) adequate mechanisms exist for resolving disputes and ensuring enforceability within the ICT, including submission to the jurisdiction of the ICT Court or a recognised ICT ADR body.

(e) Classification and Transition:

The Operator or the Companies Registrar may classwherey entity types for regulatory, reporting, or eligibility purposes. Entities may convert from one type to another if allowed by their foundational documents, agreement of relevant entity stakeholders and in accordance with procedures set out by the Operator.

(f) Cross-Jurisdictional Recognition:

Where an entity type is not expressly listed above but is recognised in other jurisdictions and is consistent with the objectives of the ICT Code, it may be admitted upon approval by the Operator or the Companies Registrar, subject to such conditions or modifications as may be necessary to ensure compliance with ICT standards.

(g) Legal Personality and Asset Segregation:

Legal entities recognised under this Article shall have separate legal personality from their founders, members, shareholders, or controllers, and may hold assets, incur liabilities, and enter into contracts in their own name. Assets and liabilities shall be segregated from those of associated entities, unless expressly provided otherwise by agreement and disclosed in the foundational document.