Analysis of Common High-Risk Operating Models in Web3 Projects

In the Web3 space, many projects adopt seemingly "smart" operational strategies to evade regulatory risks, which may actually backfire. This article will delve into three common but potentially dangerous operational models and illustrate the associated risks with examples.

The Risks of the "Outsourcing" Model

Some Web3 projects tend to outsource core business functions such as contract development, front-end maintenance, and marketing promotion to third parties, thereby downplaying their own operational attributes. However, the focus of regulatory agencies is not limited to the parties signing the contracts, but rather on the actual decision-makers and beneficiaries.

If it is found that the so-called third-party service providers have interests related to the project team, command control, or personnel overlap, even with independent contracts, they may be regarded as an extension operating unit of the project party. In this case, all relevant actions may be attributed to the project entity.

In 2022, the U.S. Securities and Exchange Commission (SEC) pointed out when suing a certain project that, although the project had established multiple legal entities and outsourced some operations, the SEC determined through analysis of email records, operational trajectories, and personnel appointments that all key decisions were still controlled by the parent company, and the outsourcing structure did not achieve liability separation.

The Hong Kong Securities and Futures Commission has also stated that when handling compliance investigations of certain virtual asset service providers, if the core operational and technical decisions are still controlled by the same actual controller, it will not be considered independent operation even if the business is executed by the "service provider." This kind of "formal splitting" may instead be seen as evidence of deliberately evading regulatory obligations.

Risks of the "Multi-Location Registration + Distributed Nodes" Strategy

In pursuit of a "borderless" image and regulatory gray areas, some Web3 projects choose to set up shell companies in countries with loose regulations, while claiming global node deployment, attempting to create an impression of decentralization with "no single control center."

However, most of such structures still exhibit a high degree of centralized control: decision-making is concentrated in a few core members, the flow of funds is dominated by a single entity or individual, and key code update permissions are held within one address. This "decentralized structure with centralized control" arrangement is increasingly difficult to escape regulatory penetration.

A legal case in 2024 indicates that as long as American users purchase cryptocurrency tokens through a certain platform, and the trading system's infrastructure (such as AWS nodes) is located in the United States, U.S. law is applicable, even if the platform claims not to have a U.S. entity. This means that U.S. regulators do not recognize the "stateless" claim; as long as users are connected to engineering activities and the controlling entity, they may be held accountable.

Regulatory frameworks in other regions are also evolving in tandem. For example, the Monetary Authority of Singapore (MAS) requires projects applying for virtual asset service licenses to disclose the "actual place of management" and the "actual residence of key management personnel"; the Hong Kong Securities and Futures Commission also emphasizes that "overseas registered structures cannot prevent local regulatory authority from tracing back to the controlling persons."

The Misunderstanding that "On-Chain Publishing ≠ No Management"

Some technical teams believe that once a smart contract is deployed, the Web3 project disconnects from it, viewing code on-chain as "decentralized delivery," attempting to achieve a separation of legal responsibilities through technology. However, regulators do not accept this argument of "technology as immunity."

On-chain is merely a form, while off-chain is the substance. Who initiated the marketing? Who organized the deployment? Who actually controlled the circulation path? These factors are the core of regulatory judgment regarding responsibility attribution. Even if the code has no administrator and the contract can be called arbitrarily, as long as the project party is still promoting the token, setting trading incentives, maintaining official communities, collaborating with opinion leaders for distribution, or accepting early financing, its operational identity cannot be erased.

In 2024, in a collective lawsuit case involving investors, although the defendant platform claimed "on-chain contracts are public," the complaint clearly pointed out that "marketing activities and opinion leader promotions are the core drivers of transactions." This indicates that regulators are not only focused on the code, but are placing emphasis on reviewing off-chain operations.

In February 2025, the SEC reiterated that even "entertainment-type" tokens cannot be labeled as "exempt"; as long as there is an expectation of wealth appreciation or marketing intervention, they still need to be evaluated according to relevant legal tests. Global regulatory trends also indicate that off-chain promotion and distribution channels have become key areas of scrutiny, especially the model of "driven issuance" conducted through opinion leaders, airdrops, and exchanges going live, which is almost entirely regarded as typical operational behavior.

Conclusion

From recent trends, the logic of regulation has become increasingly clear: it is not about what structure a project has built, but rather how it operates and who benefits from it. What Web3 projects truly need is not a complicated stack of structures, but clear responsibilities and control boundaries. Instead of trying to cover up risks through "structural games," it is better to establish a compliant framework that is resilient and interpretable from the very beginning.