Benefit from the unique advantages of Swiss law and tokenize your company through a Swiss special purpose vehicle (SPV).
The Unique Advantage of Swiss Security Tokens
Unlike many other countries, Switzerland has explicit legal foundations for the issuance of security tokens, already enacted in February 2021. This eliminates all uncertainty around what constitutes a legally valid transfer. Furthermore, unlike other jurisdictions, Switzerland's security tokens are much better compatible with the decentralized spirit of blockchain technology.
In Switzerland, all an issuer has to do to issue security tokens is fulfilling the formalities. No financial intermediary such as a transfer agent or securities depository is required. Under Swiss law, the security token is the security and transferring the token transfers the security. The token is the single source of truth for the ownership of a share, based on which the company constructs the shareholder registry and determines who is eligible to enjoy the shareholder rights.
Other jurisdictions require an allowlisting and verification of all addresses before they can receive a token, leading to overly complex standards that are incompatible with DeFi. Swiss law solves this much more elegantly without turning the tokens into bearer shares. Swiss law separates the share transfer step from the shareholder registration step. This makes the token fully compatible with DeFi protocols that require full fungibility and it enables short term trading without having to bother with registering as a shareholder. At the same time, it ensures that long term token holders have a strong incentive to properly register themselves as shareholders as they would otherwise forfeit their shareholder rights.
Full Service Package
By setting up a special purpose vehicle in Switzerland to hold all or a part of the shares of your company, you can make use of the best possible jurisdiction to trade your shares as freely transferrable tokens that is fully compliant with the ERC-20 standard.
You get:
- A Swiss Special Purpose Vehicle incorporated in the city of Zug with its capital denoted in your currency of choice (franc, euro, or dollar)
- Freely transferrable and DeFi-compatible ERC-20 tokens representing registered shares as defined in the Swiss code of obligations
- An investor relations page for your token under your domain, allowing token holders to be informed about your company and to register themselves as shareholders
- Access to the full Aktionariat Corporate Dashboard to manage your shareholder registry and the investor relations page
- A digital shareholder registry with all personal data stored in Switzerland in accordance with Swiss law
- Access to our fully audited multi-signature wallet that supports out-of-order execution
- Access to all our audited token extensions including permits, decentralized token recovery, on-chain enforcement of drag-along events, optional allowlisting, and infinite allowances
- A license to use the Aktionariat Brokerbot to offer your shares for sale directly on your website
- A license to use the Aktionariat Secondaries Widget to enable shareholders to offer their shares for sale through your website
- Visibility of your shares in the DeFi ecosystem including Etherscan, Coingecko, Defillama, and more
- Fast-track access to the Taurus Digital Exchange for trading security tokens with an order book
- You retain full flexibility in the management of the cap table of your operating company as the SPV will only appear as one big shareholder represented by the board of the SPV
- All further general benefits that make Switzerland a popular jurisdictions for international corporations, most notably its strong property rights, economic freedom, decentralized governance, competitive taxation, and its principles-based legal system that comes with significantly shorter and more concise laws in comparison to its Europen Union neighbors.
Restrictions and Duties
This setup comes with a number of restrictions and duties.
- Swiss shares are not divisible (ERC-20 decimals must be 0)
- Shareholders must be given access to the annual financials of the SPV
- An annual general assembly must be held at which the shareholders elect the board
- At least one board member must be a Swiss resident
- Shareholders get anti-dilution protection by law
- The identity of all beneficial owners of the SPV with 25% or more of the shares must be verified
- Token holders must register as shareholders with their name and address in order to legally enjoy any shareholder rights (voting, dividends, etc.)
- When publicly offering more than eight million francs worth of shares a prospectus must be published. Additional restrictions of other jurisdictions might apply when actively selling the share tokens there.
- It is illegal to sell Swiss securities to Russians and other sanctioned entities (our Brokerbot and Secondaries Widget performs a basic on-chain sanction check)
- There is an emission tax of 1% for all funds raised above 1 million francs in a primary offering (no tax applies when offering old shares in secondary transaction)
- Swiss legal entities might be subject to a 0.15% stamp duty on all their trades if they are classified as securities dealer for tax purposes.
- The ordinary tax rate on profits that occur within the SPV currently is 11.8%, but the effective tax rate is close to zero thanks to the Beteiligungsabzug that applies when the SPV holds at least 10% of your company and most of its profits stem from dividends or capital gains from your company's shares
- When the SPV makes profits from the trading of its own shares, these profits are not taxable either if the accounting is done accordingly.
- Your company should be an operating entity. If your company is an investment fund or a real estate company, many additional restrictions apply and we do not recommend a tokenization.
UNIQUE ONE TIME OFFER
This offer is new and we are offering this full package for free (i.e. we forfeit all one-time costs but still would charge recurring costs in the future) to the first international company that makes use of this offer, conditional on that company having a market capitalization of at least 50 million.
