Case Study
NeosLegal Advises on Restructuring a DEX reaching $10 Billion in Trading Volume
TL;DR:
A Decentralized Exchange (DEX) reached out to NeosLegal after encountering serious regulatory and structural issues due to incorrect legal setup by a prior service provider. NeosLegal’s team restructured the project, managed the legal aspects of token issuance and listings, and supported its operational and founder infrastructure in the UAE. The DEX launched successfully and achieved over USD 10 billion in trading volume within a few months of going live.
Client Objectives
A high-growth decentralized exchange project approached us in the early stages of development after encountering legal and regulatory challenges that threatened to derail the project. The client had initially engaged a corporate services provider in Dubai, which had resulted in the establishment of a structure that was incompatible with their operational and regulatory requirements. Our team stepped in to resolve these issues and ensure the project could proceed successfully.
Key Challenges:
- Incorrect Legal Structuring: The entities established were not fit for purpose and failed to support the needs of a crypto-focused business. This mistake posed serious risks to the project’s operational and legal standing.
- Regulatory Misalignment: The engagement with Dubai regulators had been mishandled. These issues had led to non-compliance, potentially exposing the project to legal and financial penalties.
Operational Delays: The structural and regulatory challenges had caused delays, putting the project timeline and financial health at risk.
UAE Regulatory Context
The UAE introduced clear Virtual Asset Service Provider (VASP) licensing frameworks, including rules covering exchanges, custodians, broker-dealers, and other regulated activities.
Decentralised exchanges (DEXs) did not fall within the existing licensing categories and therefore operated outside the scope of direct authorization.
That said, the client desired to base the majority of their operations onshore in Dubai.
This meant that while the DEX’s decentralised model placed it outside of direct licensing requirements, any interaction with the UAE market had to be carefully structured to avoid falling within VARA’s jurisdiction.
The client’s initial structure created uncertainty by blurring decentralised functionality with activities resembling centralised exchange operations, increasing the risk of a future regulatory intervention if not restructured properly.
NeosLegal’s Solution
We implemented a comprehensive legal and regulatory restructuring to allow the project to proceed with confidence and integrity:
1. Comprehensive Restructuring
Legal Entity Setup
We conducted a thorough review of the existing structures and restructured the UAE and offshore legal entities in a manner aligned with the client’s business model. This ensured they were fully compliant with both local and global regulations and tailored to support the regulatory and operational needs.
Regulatory Compliance
We also regularized the client’s engagement with local regulators, ensuring the project was in full compliance with all necessary rules and regulations. This proactive approach mitigated potential risks and cleared the way for the project to proceed without any regulatory concerns.
2. Establishing the Foundation for Success
Tailored Legal Entities
We set up a DevCo in Dubai, specifically designed to meet the requirements of the client’s operations. This provided a solid and compliant foundation for the project to grow.
Offshore Foundation
To complement the onshore structure, we established offshore foundation entities to hold IP, govern decentralized project development, and manage treasury functions. This added a layer of flexibility for cross-border operations, investor participation, and long-term project sustainability.
Token Issuance and Exchange Listings
We advised on the legal aspects of the token issuance, ensuring all necessary frameworks were in place. We also facilitated the listing of the token on multiple exchanges, including major decentralized platforms, setting the stage for a successful market entry.
Support for Founders
Recognizing the importance of stability for the founders, we secured Golden Visas, providing them with long-term residency in Dubai. Additionally, we established operational bank accounts and integrated crypto on-ramp and off-ramp solutions, ensuring smooth financial operations.
Results and Outcomes
Following the restructuring, the DEX successfully launched and achieved over USD 10 billion in trading volume within just a few months. The project now operates on a fully compliant foundation, with a regulatory posture designed for long-term scalability.
Additional outcomes include:
- A complete overhaul of the original legal structure, tailored to DeFi operations
- A fully supported token issuance and listing strategy
- Operational support for founders, including residency and banking
- Ongoing legal and strategic advisory as the platform expands
Why This Matters
Crypto projects operating at scale cannot afford to rely on improvised or off-the-shelf legal frameworks. This engagement demonstrates the value of strategic restructuring, not just as a means of avoiding regulatory enforcement, but as an enabler of market access, investor confidence, and operational resilience.
Strategic Takeaways:
1
Legal structure is product infrastructure
Misaligned entities can be fatal to high-growth DeFi projects
2
Proactive engagement with regulators is key, even when formal frameworks are still evolving
3
The right legal partner unlocks not only compliance, but capital, credibility, and scale
Speak with our legal team about your project.
We’ll review your objectives and provide a clear plan with scope, timelines and next steps.
Clients & Partners
Feedback & Endorsements
Juliet Su
Founding Partner
NewTribe Capital
“This partnership is about making sure founders aren’t left in the dark when it comes to legal questions. With NeosLegal’s support, we can offer more than funding. We can offer confidence.”
Alex Scott
Superteam UAE, Solana
“Having NeosLegal by our side means our founders building exciting Web3 projects with confidence and a solid legal foundation. We’re grateful for NeosLegal’s expertise, professionalism and commitment to helping the ecosystem grow.”
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