Entity Structure

Entity Structure

The fXYZ Network uses a Holacracy-based organizational model in which authority is distributed across self-organizing roles and circles rather than a traditional management hierarchy. The legal entity structure is designed to support this governance philosophy while satisfying the distinct regulatory requirements of each jurisdiction in which the network operates.

Current Entities

FXYZ Sp. z o.o. (Poland)

Type: Spolka z ograniczona odpowiedzialnoscia (Polish limited liability company)

Jurisdiction: Republic of Poland

Role: Primary operating entity and operational headquarters of the fXYZ Network. FXYZ Sp. z o.o. holds the existing Polish VASP registration and serves as the organizational anchor for the network's European operations.

Regulatory Status: Registered as a Virtual Asset Service Provider (VASP) under Poland's Anti-Money Laundering Act (ustawa o przeciwdzialaniu praniu pieniedzy). Poland operates under a transitional period for MiCA implementation, during which existing VASP registrations remain valid. The transitional period extends through the national implementation deadline set by the Polish legislature.

Functions:

• Operational headquarters and administrative coordination
• Polish VASP registration holder
• Employment and contractor relationships for EU-based team members
• Intellectual property holding

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Planned Entities

EU Licensing Entity

Purpose: Dedicated entity established in an EU member state with a functioning MiCA implementation framework for the purpose of obtaining CASP authorization and related licenses (PI, EMI).

Rationale: MiCA authorization requires that the applicant entity be established in the EU member state where it applies. The licensing entity will be established in a jurisdiction selected based on:

• Operational NCA with demonstrated capacity to process CASP applications
• Clear and predictable authorization timelines
• Established precedent for digital asset service regulation
• Favorable operational environment for financial services entities

Planned Licenses:

• MiCA CASP Class 3 (Phase 1)
• Payment Institution under PSD2 (Phase 1)
• Electronic Money Institution under EMD2 (Phase 2)
• MiFID II Investment Firm (Phase 3, through this entity or a dedicated subsidiary)

Passporting: Once authorized, the EU licensing entity will passport its services to Poland and all other EU member states via the notification procedure established under MiCA Article 65, PSD2 Article 28, and EMD2 Article 25.

Turkey Entity

Purpose: Non-EU entity for operations in the Turkey corridor, one of the highest-volume remittance and foreign exchange corridors connecting Europe and the Middle East.

Regulatory Framework: Turkey regulates digital asset service providers through the Capital Markets Board (Sermaye Piyasasi Kurulu, CMB). The CMB's regulatory framework for crypto-asset platforms establishes authorization requirements, capital adequacy standards, and operational obligations specific to the Turkish market.

Functions:

• Local fiat on-ramp and off-ramp operations (Turkish lira)
• Compliance with Turkish AML/CTF requirements (MASAK reporting)
• Local customer support and dispute resolution
• Integration with Turkey's banking and payment systems

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Network Member Entities

The fXYZ Network's expansion model leverages the Holacracy governance structure to enable growth through network members who establish local entities in additional jurisdictions.

How It Works

Network members in specific jurisdictions can establish their own legal entities that participate in the fXYZ Network under the shared governance framework. Each member entity:

• Operates under local regulatory requirements - Obtains the necessary licenses and registrations in its home jurisdiction
• Participates in the Holacracy structure - Fills defined roles within the network's circle-based governance, with clear accountabilities and domains
• Connects to the shared infrastructure - Integrates with the fXYZ order routing system, knowledge graph, and token ecosystem through standardized protocols
• Maintains operational independence - Manages its own compliance, staffing, and local operations while adhering to network-wide standards

This model allows the fXYZ Network to expand into new jurisdictions without requiring a single central entity to obtain licenses in every country. It also aligns with the network's philosophical commitment to distributed authority and self-organization.

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License-to-Entity Mapping

The following table maps each planned license to its holding entity and the licensing phase in which it will be obtained.

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Governance Integration

The legal entity structure is designed to support, not replace, the Holacracy governance model. Key principles:

• Entities serve roles, not the reverse - Legal entities exist to satisfy regulatory requirements and hold licenses. Operational authority flows through Holacracy roles and circles, not through corporate hierarchy.
• Transparent accountability - Each entity's regulatory obligations, financial reporting, and compliance activities are visible to relevant circles within the governance structure.
• Minimal entity proliferation - New entities are created only when regulatory requirements demand it, avoiding unnecessary corporate complexity.

Learn more about the fXYZ Network's governance framework in the Holacracy section.

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