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Aktionariat

Legal Background

Swiss DLT Law

Section titled “Swiss DLT Law”

Switzerland introduced the Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology (DLT Act) in 2021. This legislation explicitly recognizes ledger-based securities — digital assets registered on a blockchain that carry the same legal weight as traditional securities.

Under this framework, company shares can be issued, transferred, and managed on a distributed ledger with full legal validity. This means tokenized shares are not merely digital representations — they are the actual legal securities.

What This Means for Companies

Section titled “What This Means for Companies”

Tokenizing shares under Swiss DLT law provides:

  • Legal certainty — Tokenized shares are recognized as ledger-based securities under Swiss federal law. Ownership transfers on-chain are legally binding.
  • Simplified transfers — Share transfers happen on the blockchain without the need for paper-based processes, notarization, or manual registry updates.
  • Built-in compliance — Compliance rules such as transfer restrictions and allowlisting are embedded directly in the smart contracts, ensuring regulatory requirements are enforced automatically.
  • Transparent ownership — The blockchain serves as an auditable, tamper-proof record of all share ownership and transfers.
Section titled “Legal Requirements”

To tokenize shares, a company must put the following in place:

Updated Articles of Association

Section titled “Updated Articles of Association”

The company’s Articles of Association must be amended to recognize tokenized shares as ledger-based securities. This is typically done at a shareholder meeting and registered with the commercial register.

Investor Agreements

Section titled “Investor Agreements”

Several agreements govern the relationship between the company, its shareholders, and the tokenized shares:

  • Registration Agreement — Governs the registration of shares on the blockchain and the use of the Aktionariat platform.
  • Token Holder Agreement — Defines the rights and obligations of token holders, including how shares are represented on-chain.
  • Shareholder Agreement (SHA) — Contains standard shareholder provisions such as drag-along and tag-along clauses, adapted for on-chain enforcement.
Section titled “Legal Partner”

Aktionariat works with LEXR, a Swiss law firm specialized in digital assets and blockchain, to ensure all legal documents and processes meet regulatory requirements.

Partial Tokenization

Section titled “Partial Tokenization”

Companies are not required to tokenize all their shares at once. It is possible to maintain a mix of traditional (paper-based) and tokenized shares. This allows companies to:

  • Start with a small portion of shares and expand over time
  • Keep existing shareholders on traditional registers while onboarding new investors with tokenized shares
  • Tokenize specific share classes while leaving others unchanged

Existing shareholders can opt into tokenization at any time through the Aktionariat App by converting their traditional shares into tokenized ones.