Companies FAQ

Onboarding & Setup

Can we migrate an existing cap table into your platform, or do we start from scratch?

Yes — you can import your existing cap table into our platform.

Companies do not need to start from scratch. Existing shareholders and their holdings can be migrated to the platform, allowing the company to transition its current share structure into a digital and blockchain-based register.

During the onboarding process, the existing cap table is imported and verified. Once the structure is set up, traditional shares can be tokenized by shareholders themselves.

This means companies can digitize their current shareholder base and cap table without changing their existing ownership structure, while gaining the benefits of blockchain-based share management, such as more efficient administration and easier share transfers.

Do you offer dedicated onboarding support or a relationship manager?

Yes. While our team is relatively small, we are highly committed to providing the best possible support throughout the entire process.

From the very beginning of onboarding, our team works closely with you to guide you through each step — from setting up your company structure on the platform to importing your cap table and preparing the tokenization of your shares. We aim to make the process as smooth and straightforward as possible.

Even after onboarding is complete, we remain available to support you with questions, updates, or further developments. Our goal is to build long-term relationships with the companies we work with and to ensure you feel supported as you manage and grow your shareholder base.

Can I tokenize a GmbH?

No — the transferability of shares of a GmbH is restricted by law. If you want to tokenize an existing GmbH, you first need to convert it into a company limited by shares (Aktiengesellschaft / société anonyme).

I don't have a company yet. What is the first step I need to take?

You will first need to incorporate a company limited by shares (Aktiengesellschaft / société anonyme). The minimum capital contribution is CHF 100,000, which must be fully paid in. The contribution can be made in cash or by way of contribution in kind (including cryptocurrency).

Investing & Trading

How many shares can I sell?

The shares sold through Direct Investment are always treasury shares held directly by your company. As companies can hold a maximum of 10% of their own shares at any given time, you can only sell up to 10% at once.

However, it is possible to sell more than 10% in sequences — for example, sell 10% and once those are sold out, offer another 10%.

Is there an overall limit on how much I can raise?

You can raise up to CHF 8 million per calendar year without a prospectus in Switzerland.

Legal & Regulatory

Are tokenized shares issued on your platform legally binding and enforceable under Swiss law?

Yes — tokenized shares issued on our platform are legally binding and enforceable under Swiss law, provided they are structured as ledger-based securities (Registerwertrechte) in compliance with the Swiss DLT Act.

The tokens issued on the platform represent real, legally recognized shares in your company. Shareholders holding these tokens have the same rights and protections as those holding traditional shares, including:

• Voting rights
• Dividend rights
• Ownership rights

In short, the blockchain-based token is not just a technical representation — it carries the full legal weight of a Swiss-registered share.

Can we restrict who can buy our shares (e.g., only accredited investors, only Swiss residents)?

Yes — share purchases can be restricted to pre-approved investors using our allowlisting feature. This allows you to limit participation to specific groups, such as accredited investors or Swiss residents, ensuring full control over who can acquire your shares.

Additionally, your Investor Page can be set to private mode, so only invited or approved parties can access it.

What is the token holder agreement?

Every investor in the crowdsale, along with every existing shareholder of your company, will agree to a token holder agreement (token SHA) when buying your shares through Direct Investment. This agreement ensures the Drag-Along right.

What is the 'Drag-Along'?

The Drag-Along is a clause commonly found in a shareholders’ agreement. It ensures that if the majority shareholders want to sell the company (an “exit”), they can drag the minority shareholders along — meaning they can require minority shareholders to sell their shares under the same conditions.

This is crucially important because a strategic buyer will typically want to acquire 100% of a company, not 99.99%.

What are the legal requirements after the tokenization and primary offering?

Your investors become legal shareholders of your company after tokenization. This means you must ensure proper shareholder management going forward.

Shareholders’ Registry

Each shareholder of tokenized shares must register with your company to be entered into the shareholder registry. Aktionariat offers a digital dashboard to manage this efficiently.

Shareholders’ Meetings

In most cases, you will no longer be able to hold universal shareholders’ meetings. Instead, you must follow the formal legal invitation procedures — including a written notice with a 20-day notice period and a published list of agenda items.

However, you can include a clause in the Token SHA allowing token holders to elect a proxy to represent them, which can significantly speed up the process.

Dividends

Each shareholder has a legal right to receive dividends on a pro rata basis. If you pay out dividends after tokenization, you must ensure that shareholders of tokenized shares receive their proportional share.

Subscription Right

Each shareholder has a legal right to subscribe to new shares in the event of a capital increase. If you plan to raise additional capital after tokenization, you must first give existing shareholders of tokenized shares the opportunity to subscribe to the new shares.