[ZIP-19] Dissolve the ZKsync Guardians

Abstract

This proposal simplifies the governance system by dissolving the Guardian entity and removing the Guardians from their formal onchain governance roles. If approved, it removes the Guardians from the Emergency Upgrade Board. It also transfers to the ZKsync Foundation the Guardians’ rights over ZIPs: the Offchain Veto, the right to extend the Offchain Veto Period, and the fallback approval where the Security Council does not approve. The Onchain Veto over TPPs and GAPs transfers to the ZKsync Foundation through the supplementary proposals described below.

This ZIP is the primary proposal. Two supplementary proposals are submitted at the same time to execute updates on the Token Governor and the GovOps Governor. TPP-20 moves the veto seat on the Token Governor. GAP-7 moves the veto seat on the GovOps Governor. Each proposal includes the calldata related to its own governor.

Motivation

Since the launch of ZKsync governance two years ago, the ZKsync Guardians have played an important role in the governance system. They have held a veto power over governance proposals. ZKsync is now entering a different stage. The protocol has matured, and governance processes have been tested through multiple ZIPs.

This proposal continues the process of aligning governance with the needs of institutional partners. It simplifies governance further by dissolving the Guardian entity, while preserving the veto security model.

ZKsync’s strategic focus is increasingly shaped by Prividium operators and institutional adoption. This changes the type of stakeholders the governance system must support. Institutional counterparties favour simplified accountability, predictable governance processes, recognised legal and operational structures, and defined decision-making authority.

A broad public-facing Guardians body was appropriate in the early days of protocol governance. It is less suited to the next phase, where the governance system must be easier for institutional stakeholders to understand, evaluate and rely on. As ZKsync moves toward institutional-grade adoption, governance should become simpler, more legible, and more directly tied to accountable participants.

This proposal reflects the natural evolution of ZKsync governance. It moves from a launch-phase model supported by public-facing legitimacy mechanisms toward a mature, optimistic and enterprise-ready governance system.

Specification

If approved, this ZIP, together with TPP-20 and GAP-7, removes the ZKsync Guardians as an onchain governance body. It provides for the following changes.

1. Transfer of Guardian Governance Veto Rights. The Guardian rights under Schedule 4 of the Governance Procedures transfer to the ZKsync Foundation. These are the Onchain Veto over proposals submitted to the Token Governor (TPPs) and the GovOps Governor (GAPs), the Offchain Veto over proposals submitted to the Protocol Governor (ZIPs) during the Offchain Veto Period, and the right to extend the Offchain Veto Period from three (3) to seven (7) days. The Onchain Veto over TPPs and GAPs takes effect through TPP-20 and GAP-7, which redeploy those governors with the ZKsync Foundation as veto guardian. References to a Guardian veto in the Governance Procedures will be updated to a Foundation veto. This applies unless later amended by a governance proposal, or replaced by a Token Assembly Delegate veto period under an optimistic governance process.

2. Transfer of the Guardian Fallback Approval. The Guardians’ right to approve a Protocol Governor proposal during the Risk Review Period, where the Security Council is unwilling or unable to approve it (Schedule 4, Section 6), transfers to the ZKsync Foundation. Onchain, the Foundation exercises this through approveUpgradeZkFoundation on the Protocol Upgrade Handler. An upgrade approved this way still waits the full 30 day period and the execution delay.

3. Removal from the Emergency Upgrade Board. The current Emergency Upgrade Board requires approval from three parties: the ZKsync Guardians, the ZKsync Security Council and the ZKsync Foundation. These signers are fixed in the board contract and cannot be changed in place. This proposal installs a new Emergency Upgrade Board requiring approval from two parties, the ZKsync Security Council and the ZKsync Foundation. On execution, the Protocol Upgrade Handler is pointed at the new board through updateEmergencyUpgradeBoard.

4. Dissolution of the Guardians Entity. Article 3.2.1.4 of the ZKsync Guardians Bylaws expressly recognises the power of the Protocol Governor to terminate the powers of the Guardians Multisig. This proposal, together with TPP-20 and GAP-7, exercises that power. Dissolution of the entity is a Liquidation Event under Article 3.1.1.1, which requires a resolution of the Guardians’ Board of Directors and, under Article 5.1.1, a prior GovOps Governor Approval. That GovOps Governor Approval is given through GAP-7. This proposal formally requests that the Guardians’ Board of Directors resolve to dissolve the ZKsync Guardians entity following the execution of this ZIP, TPP-20 and GAP-7. Separately, upon execution of this ZIP, TPP-20 and GAP-7, the Guardians Multisig will no longer have any formal role, authority, approval right, veto right, consultation right, appointment right, or other governance function within the ZKsync governance system.

5. Updates to Governance Documentation and Processes. This proposal requests that the ZKsync Association support updates to any governance documentation, legal entity documents, bylaws, operating procedures, governance interfaces, contracts or offchain processes that reference the Guardians. These should reflect the Guardians’ dissolution and the transfer, removal or replacement of their governance functions.

6. 2025-2026 Guardian Capped Minters. This proposal does not revoke or pause the capped minters established under TPP-7. The Guardians Operational Multisig (0x06E19F3CEafBC373329973821ee738021A58F0E3) keeps its roles on those contracts. It is separate from the Guardians Multisig whose governance functions are removed above. The 2025-2026 compensation minter (0x1358f460bd147c4a6bfdab75ad2b78c837a11d4a) expires onchain on 31 October 2026, after which any unminted balance can no longer be minted. Tokens already minted are unaffected and remain claimable under their existing vesting terms.

Onchain Actions

This ZIP has a single action on ZKsync Era. It calls sendToL1(bytes) on the L1 Messenger system contract (0x0000000000000000000000000000000000008008) with a value of 0. The message carries an upgrade proposal for the Protocol Upgrade Handler on Ethereum (0xE30Dca3047B37dc7d88849dE4A4Dc07937ad5Ab3). It has no designated executor and a zero salt, so anyone can execute it once it is approved.

The upgrade proposal runs four calls on Ethereum, in order. The first is a state check (ProtocolUpgradeHandlerStateCheck.checkRoles) that reverts unless the handler still holds the Security Council and Emergency Upgrade Board installed by v31 (ZIP-18). This guarantees the removal can only take effect after v31. The second upgrades the handler proxy to a new implementation through ProxyAdmin.upgradeAndCall, in which the Guardians role becomes the ZKsync Foundation role. Storage layout, the upgrade state machine and all periods are unchanged. The third calls updateZkFoundation to assign that role to the ZKsync Foundation Safe (0xbC1653bd3829dfEc575AfC3816D4899cd103B51c). The fourth calls updateEmergencyUpgradeBoard to install the new two-party board.

The new handler implementation, the new Emergency Upgrade Board and the state check contract are deployed with CREATE2 by MainnetRemoveGuardians.s.sol in the zk-governance repository. Their addresses on Ethereum are:

• ProtocolUpgradeHandler implementation: 0xaD417a02cD56e535703404DEd7C8c5BaFE088DEE
• Emergency Upgrade Board (Security Council + ZKsync Foundation): 0x3DBD9c38cc4A0D380fE9E32ACE0D2b147aD29FF1
• ProtocolUpgradeHandlerStateCheck: 0xe8B0c7D486350d649851e402aD6486bB2b3f3613

Conclusion

This proposal dissolves the ZKsync Guardians as a formal governance body. ZKsync has moved beyond its launch and early governance phase and now needs a governance model built for institutional partners.

The Guardians served an important role in the launch of ZKsync governance and throughout the two years that followed. That role is now complete. Dissolving the Guardians is a natural next step in aligning ZKsync governance with the development of Prividium and the institutional stakeholders that will shape the next phase of the ZKsync ecosystem.