Tokenization in Switzerland
Switzerland didn't adapt old law to tokens — it wrote tokens into the law. Since 2021, a Swiss company can issue shares that exist natively on a ledger, with the same legal force as paper, and trade them on FINMA-licensed DLT venues. It is the cleanest legal basis for tokenized equity in the world.
Rules as of July 10, 2026 · not legal advice
Under the DLT Act, Swiss companies issue ledger-based securities (Registerwertrechte, CO art. 973d ff.): natively digital shares whose transfer happens on the ledger itself, no bank or CSD required — the company amends its articles of association and designates the securities ledger. FINMA treats asset tokens as securities; a public offer needs a FinSA prospectus unless exempt (professional clients only, fewer than 500 investors, under CHF 8M over 12 months, or CHF 100K tickets). Licensed infrastructure exists — FINMA approved BX Digital as the first DLT trading facility in March 2025, alongside SIX's SDX — and the CMTA's tokenization standards (CMTAT) now interoperate with ERC-7943, the standard Stobox helped author.
The framework
Legal status
Best-in-class. The DLT Act (2021) created ledger-based securities: rights registered in a qualifying securities ledger, transferred by ledger entry with full legal effect. The token is not a wrapper — it is the security.
Issuing tokenized shares
An AG/GmbH amends its articles to authorize ledger-based shares, adopts registration terms, and designates a ledger meeting the four statutory requirements (holder control, integrity, transparency, minimum content). CMTA publishes the reference standard for doing this properly.
FINMA taxonomy
Payment / utility / asset tokens (2018 guidelines). Asset tokens = securities: FinSA disclosure and FinMIA infrastructure rules apply.
Prospectus duty
FinSA art. 35: public offers need a prospectus, with the exemptions listed below. Reviewing body approval, standardized content.
Trading venues
FINMA licensed BX Digital (Boerse Stuttgart group) as the first DLT trading facility in March 2025 — multilateral trading of DLT securities with smart-contract settlement; SIX's SDX (exchange + CSD licenses) merged into SIX SIS in May 2026 with CHF 2B+ digital securities issued for institutions.
Standards
CMTA's CMTAT is the Swiss reference token standard for tokenized shares — and since May 2026 its Solidity implementation supports ERC-7943 (uRWA), aligning the Swiss standard with the Ethereum RWA standard Stobox contributed to.
Shareholder mechanics
Token transfer moves ownership; exercising shareholder rights (votes, dividends) still requires entry in the company's share register — transfer restrictions and approval gates can be enforced on-chain.
AML
AMLA duties apply to financial intermediaries; VASP-type activity requires SRO affiliation or FINMA licensing; travel rule from CHF 1,000; the LETA beneficial-ownership register arrives 1 October 2026.
The exemption menu
| Professional clients only | Offers addressed solely to professional clients need no prospectus. |
| Under 500 investors | Offers to fewer than 500 investors are exempt. |
| Under CHF 8M | Offers totaling less than CHF 8M over 12 months are exempt — the SME workhorse. |
| CHF 100K tickets | Minimum CHF 100,000 per investor (or per-unit denomination) exempts the offer. |
For foreign issuers
- Foreign issuers offering into Switzerland fall under FinSA the same as locals — the exemptions are the practical route.
- A Swiss SPV (AG from CHF 100K capital, GmbH from CHF 20K; 1–4 weeks to incorporate) is the standard vehicle for issuing Swiss-law ledger-based securities.
- Switzerland pairs naturally with an EU or US tranche: the CHF 8M / professional-client exemptions mirror the EU's structure.
Still in flux (July 10, 2026)
- Secondary-market volumes on the new DLT venues (BX Digital live Q4 2025; SDX consolidation May 2026) are not yet public — infrastructure is ahead of liquidity.
- LETA beneficial-ownership register (from Oct 2026) adds new transparency duties; final implementation guidance is still landing.
- Broad AG-share tokenization is early: the CMTA certification register lists a handful of companies — a lead adopter's market, not a crowded one.
Switzerland is where Stobox's standards work pays off directly: CMTAT — the Swiss reference standard — now interoperates with ERC-7943, the uRWA standard Stobox contributed to and issues on via Compass. The journey maps cleanly: Intelligence assembles the record a Swiss issuance needs, Raisable prepares the FinSA-exempt offer, and Compass issues tokens whose on-chain transfer rules mirror the share-register mechanics Swiss law expects. Stobox is a technology provider; Swiss-regulated activities run through appropriately licensed entities.
Questions, answered
What makes Switzerland different for tokenized shares?
The token is the security, by statute. The DLT Act's ledger-based securities (CO art. 973d ff.) let a Swiss company issue natively digital shares transferred by ledger entry with full legal effect — no depository, no wrapper structure. Most jurisdictions tokenize a record of the security; Switzerland tokenized the security itself.
Do I need a prospectus for a Swiss offering?
Only for non-exempt public offers. The FinSA exemptions cover most private-company raises: professional clients only, fewer than 500 investors, under CHF 8M over 12 months, or CHF 100,000 minimum tickets.
Where do Swiss tokenized securities trade?
On FINMA-licensed DLT infrastructure: BX Digital became the first licensed DLT trading facility in March 2025 (Ethereum-based, settlement integrated with Swiss interbank clearing), and SIX's SDX — now merged into SIX SIS — has issued over CHF 2B in digital securities for institutions including UBS and the World Bank.
How do CMTAT and ERC-7943 relate?
CMTAT is the Swiss (CMTA) reference standard for tokenized securities; ERC-7943 (uRWA) is the Ethereum-wide standard for permissioned RWA tokens finalized in 2026. Since May 2026 CMTAT's Solidity implementation supports ERC-7943 — meaning a Swiss-standard token and a Stobox Compass token speak the same compliance interface.
More jurisdictions: 🇺🇸 United States · 🇪🇺 European Union · 🇬🇧 United Kingdom · 🇦🇪 United Arab Emirates · 🇻🇬 British Virgin Islands · 🇰🇾 Cayman Islands · 🇱🇺 Luxembourg · compare the US exemptions · how tokenization works
Sources
- FinSA — Federal Act on Financial Services (SR 950.1) ↗
- FINMA — first DLT trading facility license (BX Digital, Mar 2025) ↗
- CMTA — standard for tokenized Swiss shares ↗
- CMTA — CMTAT adds ERC-7943 support (May 2026) ↗
- SIX — SDX consolidation into SIX SIS (May 2026) ↗
- Pestalozzi — ledger-based securities introduction ↗
General information reflecting public sources as of July 10, 2026 — regulations change, and this page is not legal, tax, or investment advice. Structure any offering with qualified counsel in the relevant jurisdiction. Stobox is a non-custodial technology provider — not a broker-dealer, adviser, or law firm; see Legal & disclosures.