# The board memo on your brand's onchain TLD
> How a general counsel explains an onchain TLD matching the brand to a board: the issue, the exposure, the options and the decision asked.
Source: https://hush.partners/board-memo-onchain-brand-tld
Category: Brand protection
Published by Hush Partners.
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Most boards will see this topic for the first time when counsel puts it in front of them. The subject, an onchain top-level domain matching the company's brand name, sits at the edge of what directors feel confident judging. It involves technology they have not used, a legal landscape that is still forming, and an asset that can be dismissed as speculative or inflated into something it is not. Both reactions lead to poor decisions.
Your job is to give the board exactly what it needs to make one narrow decision: whether to acquire the onchain TLD that corresponds to the brand, to keep watching until the picture is clearer, or to accept the exposure and do nothing. That decision does not require a technology primer. It requires a clear statement of what exists, why it matters, what the options are, and what each option commits the organization to in custody, in exposure and in ongoing attention. This article walks through how to build that paper and how to defend it in the room.
By the end, you should be able to draft the memo in an afternoon, structure it so that every standard director question has a sound answer, and present it without overstating the risk or understating the gap between what onchain names can do now and what they may do later.
## Why this reaches the board at all
The instinct of many brand protection teams is to handle domain questions below board level. That is right for defensive registrations in the ICANN DNS: registering common misspellings or country-code variants of a `.com` is an operational decision. This is different, for three reasons.
First, the asset can be acquired by anyone. An onchain TLD (the top-level string itself, such as `.yourbrand`) is recorded on a public blockchain as a token held in a wallet. On a registry such as Freename, only the holder of that token can issue names under it. Nothing in that system checks a trademark before the string is registered, and the UDRP, the dispute policy that applies to domain names in the ICANN system, does not reach it. If a third party holds `.yourbrand`, the organization's options narrow to negotiation, whatever remedy its own counsel finds under applicable law, or living with the situation. That is an exposure for those who govern the brand, not a routine registration task.
Second, the uses touch customers and payments. A name issued under an onchain TLD, for example `pay.yourbrand`, can already stand in for a wallet address in wallets that support the registry's resolver. Websites can be published under such names and opened where compatible software is installed. The [capabilities that already work](/whats-live) are partial, and the audience they reach is far narrower than the open web. But the customer who sees `pay.yourbrand` in a wallet has no way of knowing whether your organization stands behind it. The question of who controls the TLD that matches your brand becomes harder to answer in your favor once someone else has built something under it.
Third, the spending decision is unusual. A one-off acquisition of a novel digital asset often falls outside the delegated authority under which recurring brand protection spend is approved, and it creates a custody question that the organization may never have faced. A board that later learns it was never asked will want to know why. It is better to frame the question clearly and let directors decide with full information.
## Explaining an onchain TLD in three sentences a director will accept
Every board paper on a novel topic needs a short explanation that does not invite a debate about the explanation itself. The formulation below is built to do that.
A top-level domain (TLD) is the part of an address that comes after the final dot, such as `.com` or `.org`, and those TLDs are operated under the ICANN system that coordinates the internet's address space. An onchain TLD is a TLD recorded on a public blockchain rather than in that system: it exists as a digital token, held in a wallet, and the holder controls which names can be issued under it. Because the record is public, anyone can check which wallet holds a given TLD, but the onchain system operates independently of ICANN, so the usual procedure for challenging a domain registration does not apply.
That is three sentences. Each one answers a question a director would otherwise ask aloud: what is it, how is it different, and why can we not simply complain to someone. Directors who want more can read the [side-by-side comparison with an ICANN dotBrand](/dotbrand-vs-onchain-tld). Those who do not need more will accept the summary and move to the issue.
Resist the temptation to add a fourth sentence about how blockchains work. The board does not decide on the mechanism. It decides on the consequence, which is that a string identical to the brand can be held by a party the organization has no contract with and no established procedure against.
## The five parts of the memo
Structure of the board memo
What existsState the specific TLD string that corresponds to the brand. State the registry on which it sits and whether the string is held or unregistered, noting that the registry record is public and can be checked on a block explorer. Do not speculate about a holder's identity or motive.
Why it mattersExplain the exposure in plain terms: payments sent to a name, names issued under the TLD, and a third party operating under a string that matches the brand. State honestly what already works and what is still developing.
The optionsPresent acquire, watch, and do nothing as three distinct choices. The recommendation comes last, so that directors read the options without feeling that one answer has already been assumed.
What each option commits the organization toFor each option, state the ongoing obligation: custody and a reporting line for acquisition, a monitoring arrangement and an escalation trigger for watch, a recorded acceptance of the exposure for do nothing. Do not label any commitment large or small: that judgment belongs to the board.
The decision askedOne sentence: what you are asking the board to authorize. If you recommend acquisition, say so and say why. If you recommend a watch period, say what would bring the matter back. Make the decision narrow enough to be made in the room.
The memo should be short enough to read before the meeting, not during it. The five parts fit on one page if each is held to a short paragraph, and a single page is a useful discipline: whatever does not fit is probably appendix material. Appendices can hold the technical detail for any director who asks.
### What stays out of the memo
What you leave out matters as much as what you put in. Four things do not belong in the paper.
A price. No figure exists until a negotiation has taken place, and a guess in a board paper becomes an anchor that the organization then has to live with. The budget section below shows how to describe the spend without a number.
A theory about the holder. If the string is held, the memo says so and stops. Who holds it and why are questions for a confidential approach, not for a document that will sit in the board pack.
A forecast of adoption. You do not know how quickly onchain names will spread, and neither does anyone else. The memo describes what works and what does not, and lets directors weigh the uncertainty themselves.
A legal conclusion. The memo can say that the position under trademark law is unsettled and varies by country. It should not tell the board that the organization would win or lose a claim. That is advice for your own counsel to give, on the facts, if it is ever needed.
## Stating the exposure honestly
Brand owners have few established tools against the misuse of a mark in onchain naming systems, and the use of those systems is still at an early stage. Both halves of that sentence belong in the memo. Directors will respect a paper that states the two together more than one that implies the threat is already severe.
### What already works
A holder of an onchain TLD can issue names under it, and those names can resolve to wallet addresses in software that supports the registry. A director who wants specifics can be told that support for Freename names covers Bitcoin.com Wallet, MetaMask through Freename's resolver, and desktop browsers through the Freename Web3 extension. That is real but limited. An ordinary browser does not open onchain names without additional software, and coverage is partial and changes over time. A board paper that implies onchain names work like `.com` addresses is wrong, and a director who tests the claim will find the gap. Say plainly that coverage is partial.
### What is still developing
Three things are not settled: resolution in ordinary browsers, awareness among mainstream consumers, and the legal treatment of a brand name taken onchain. Onchain names sit outside the ICANN system, and the UDRP binds only those who register domain names within it. The standard toolkit for recovering a domain name is therefore not available for an onchain TLD. Whether courts would apply trademark or unfair competition law to a particular use is a question that differs from one country to the next, and your own counsel decides what, if anything, is available where you operate.
### Where the DNS remains dominant
The DNS is what browsers, email and nearly all everyday software use. A `.com`, or a dotBrand applied for through ICANN, carries institutional recognition, uniform browser support and access to dispute resolution that onchain TLDs do not have. It also carries a different scale of commitment. Trade press reporting puts the number of applications going forward in ICANN's 2026 round, the first in more than a decade, at 1,616, and ICANN's new gTLD program pages give an expected evaluation fee of USD 227,000 per application, before advisers and registry operations. The onchain route is different in kind, not just in cost, and the memo should not conflate them. A director who asks why the company is not simply applying to ICANN deserves a direct answer: the two systems serve different purposes, and holding a name in one says nothing about the other.
## The options, presented without a price
The board does not need a figure in the memo to make this decision. It needs to understand what each option commits the organization to, and what it leaves unresolved.
| Option | What it requires now | Ongoing obligation | What it leaves open |
| --- | --- | --- | --- |
| Acquire | Authorization to proceed; a named custodian | Custody; activation decision; periodic review | How and whether the TLD is used |
| Watch | Monitoring arrangement; defined trigger | Regular reports to a named owner | Later acquisition on unknown terms; third-party use |
| Do nothing | Recorded acknowledgment of the exposure | None | Third-party use; harder recovery |
Acquisition takes one of two forms. A string that nobody holds is registered with the registry in the ordinary way. A string that is already held can only be obtained from its holder, and an organization that does not want to make that approach in its own name can mandate a private desk to find and approach the holder. That second case is what [brand namespace recovery](/brand-namespace-recovery) covers. In both cases the memo asks for the same thing: authority to proceed, within a limit the board sets in the meeting and does not write into the paper.
The watch option is legitimate and sometimes the right answer, particularly where the string is unregistered, the brand has no onchain activity at all, and the organization has other priorities. What watch requires is that someone actually watches. [Namespace monitoring](/namespace-watch) is a structured way to do that, and the memo should name who receives the reports and what triggers a return to the board. A watch arrangement without a named owner and a defined trigger is, in practice, do nothing.
Do nothing is also a legitimate option, but it must be recorded as a choice. A board that does nothing because the paper was never put in front of it has not made a decision. The decision has been made for it by default. A board that reviews the exposure and decides the risk is acceptable has exercised its judgment. Those are different governance positions, and only one of them can be explained later.
## Budget logic without figures
The memo does not need a price. It needs a logic.
The relevant comparison is between a one-off acquisition and a recurring exposure. There is no annual renewal fee on a Freename TLD: the acquisition is a single payment for a token that the organization then holds. That is a different cost model from the ICANN DNS, where a domain name is renewed periodically for a fee for as long as it is held.
Against the one-off acquisition sits the exposure that accumulates if a third party holds the TLD and develops use under it: the cost of a later negotiation, the reputational cost of a brand string associated with activity you do not control, and the practical cost of a dispute with no established procedure behind it. Directors tend to think about this as optionality. Holding the TLD keeps every later choice open, including the choice to do nothing with it. Not holding it leaves those choices with someone else.
The budget line belongs in the memo as a category, not a figure. "A one-off expenditure with no annual registry fee, the asset to be held under the company's custody arrangement" is enough for a board to authorize a mandate. The figure itself is agreed in the process, not before it. How the asset is treated in the accounts is a matter for the finance function and the auditors, and the memo should say that the question has been put to them, not answer it.
### Who would hold the asset
The memo should state who holds the token if the board authorizes acquisition. A token in a wallet calls for the governance that applies to any other cryptographic asset: a multisignature wallet, which needs several authorized people to approve a transfer, a named custodian, and an entry in the asset register. The holding entity matters too. A TLD that matches the brand usually belongs with the entity that owns the trademarks, so that the two are never separated by a reorganization.
If the organization has no policy for holding digital assets, that is a dependency the memo must surface. It is not an argument against acquisition. It is a governance step that runs in parallel and must be finished before closing.
## The questions directors ask
Six questions come up more than others. The first two are the most likely. The rest depend on the board.
### "Why haven't we already done this?"
This is not a criticism. It is a request for context. The honest answer is that onchain TLDs are new enough that most brand protection programs have no process for them, and that the absence of resolution in ordinary browsers has made the practical risk feel abstract. Names that resolve in wallets make it less abstract. The memo is the process being built.
### "What happens if we don't act and someone uses it against us?"
Give a specific and bounded answer. If a third party holds `.yourbrand` and issues names under it, those names can receive payments from supported wallets and, depending on what the holder does, carry websites visible to anyone running compatible software. The affected audience is smaller than the open internet, but it is made up of the people most likely to pay from a wallet. Recovery would run through negotiation, not through the UDRP, and a holder is under no obligation to sell.
### "Is this a trademark right?"
Your own counsel advises on this. As a general matter, a trademark protects the use of a sign in trade for particular goods and services. Whether holding or using an onchain TLD that matches a trademark infringes it, and what remedy follows, depends on the country, the nature of the use, and how courts read laws written before this technology existed. The memo should say that the legal position is developing and that the organization should not assume the trademark alone settles the matter.
### "How is this different from what we already do on domain names?"
The key difference is that the ICANN system includes dispute resolution. Under the UDRP, a domain name registered and used in bad faith can be transferred to the trademark owner, and the policy applies because accredited registrars build it into every registration agreement. Onchain registries operate outside that system, so no equivalent administrative route exists. The right may exist in principle under national law, but the path to enforcing it is uncertain. The existing domain name program therefore does not cover this case, however well it runs.
### "Who else knows we are looking at this?"
The answer you want to be able to give is a list of names short enough to recite. Hush Partners covers every exchange with a [standard mutual NDA](/nda), and you should expect the same of any intermediary you speak to. Inside the company, treat the paper as you would one on an unannounced transaction: numbered copies or a restricted folder, and no discussion by email outside the group.
### "What does success look like?"
This question often comes from a director who is skeptical of the asset and wants to understand the use before authorizing spend. Success has two parts. Defensive success means no third party can issue names under `.yourbrand` and use them in a way that confuses customers or diverts payments. Active success depends on what the organization decides to do with the TLD afterward: issuing names for products or services, receiving payments to a name, or publishing sites under it. Be clear that the first part is the reason for the decision and the second is optional.
## After the decision: who owns the file
A board decision to acquire is the beginning of a process, not the end of it. The memo should name the person who will own the file from that point, what they will report and when, and how the asset will be recorded in the organization's registers.
The file owner is typically the general counsel or a named member of the brand protection team, with a deputy named for continuity. The file holds the acquisition record, the custody arrangement, any activation decisions with their authorization, and a schedule for periodic review. [Post-transfer activation](/post-transfer-activation) covers the practical work of putting a TLD to use after closing, but activation is a separate decision that does not need to be made at the same time as acquisition, and the memo should say so. A board asked to authorize acquisition and activation together is being asked for more than this stage needs.
Where the acquisition runs through a desk, closing takes place through onchain escrow on an aftermarket. The transfer is recorded onchain and can be checked by anyone. The organization's custody arrangements need to be in place before closing, not after, because the token has to arrive in a wallet the organization already controls under its own rules.
For reporting back, the memo should commit to a specific update: at the next scheduled board meeting after the acquisition closes, and then on the regular cycle. The update confirms the transfer, the custody arrangement, and any decision on activation. If the board chose the watch option, the update covers what was observed and whether the trigger for escalation has been reached.
A board decision to do nothing should also produce a file entry: the decision, the exposure as stated, and the conditions that would require the question to be reopened. Those conditions typically include a third party registering or actively using the TLD, a material change in the organization's own onchain activity, or a change in the law that creates new remedies or new risks.
## Engaging the desk and what comes next
Before the meeting, gather the supporting material. The [Namespace Exposure Score](/namespace-exposure-score) is a free tool that scores how exposed a brand is onchain, and its output can go into the appendix. The page for [brands and legal teams](/brands-and-legal-teams) sets out how the subject looks from a general counsel's side of the table.
If the board authorizes an approach to a holder, the practical next steps are few: confirm the NDA, give the mandate with the string and the limits the board set, and let the process run. Hush Partners is a private desk for onchain TLDs. It acts for organizations that mandate it to find and approach a holder, one named partner follows the file from first note to closing, and every exchange is covered by a standard mutual NDA. Its fee is a fixed amount, never a percentage, charged only to the client who mandates the desk. The desk is reached through the [contact form](/contact) only.
The memo itself, once the board has decided, remains a confidential document. Mark it as such, store it under the same restrictions as other board papers on sensitive commercial decisions, and keep it away from the operational teams until closing is complete.
## Questions people ask
### Does the organization have to use the TLD once it holds it?
No. Acquiring the TLD is a separate decision from activating it. An organization can hold `.yourbrand` as a defensive asset without issuing any names under it, and on Freename there is no annual renewal fee to keep paying while it waits. The only standing obligation is custody of the token. Activation can be decided when the organization is ready, and the Launch Roadmap tool on the site helps plan that step.
### How does the board know whether the TLD is held or unregistered?
The registry record is public. Anyone can check it on a block explorer, a public tool that reads the blockchain and shows which wallet holds a given token. The record shows a wallet, not a name or a company, which is one more reason the memo should not speculate about who a holder is.
### What if names have already been issued under the TLD?
Names issued under a TLD do not prevent the transfer of the TLD itself, but they change what the organization would be acquiring. Names the seller itself holds under the TLD can pass to the organization with it, if the two sides agree; names sold to third parties stay with those who hold them. Before any terms are discussed, the file owner needs to know which names exist and what they are used for, and counsel needs to consider what, if anything, the organization would owe the people who hold them. The memo should present this as a point to be established, not as a known quantity.
### Does this overlap with an ICANN application?
They are different systems with different purposes. A dotBrand operates within the DNS, with full browser support and an application process whose expected evaluation fee alone is USD 227,000. An onchain TLD operates outside the DNS and has partial resolution support. An organization can hold both, and neither substitutes for the other. Whether to pursue an ICANN application is a separate governance decision with its own paper.