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Tokenisation in Switzerland: The DLT Act Advantage

Tokenisation in Switzerland has moved from pilot project to proven infrastructure. For SME founders and CFOs, the country's DLT Act creates a clear legal path to raise capital faster and at lower cost than traditional securities issuance.

Why Tokenisation in Switzerland Sets the Global Benchmark

Switzerland's Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology — universally abbreviated to the DLT Act — entered into force in August 2021. It was not a sandbox or a temporary carve-out; it permanently amended ten existing federal laws, including the Code of Obligations and the Financial Market Infrastructure Act. The result is that ledger-based securities carry the same legal certainty as traditional certificated instruments, eliminating the grey area that once forced issuers to rely on workarounds. For an SME founder or CFO evaluating capital-raising options, this matters enormously: your investors hold rights that are enforceable in Swiss courts, and your token is not a regulatory experiment. Switzerland's combination of stable rule-of-law, deep institutional familiarity with alternative assets, and purpose-built DLT legislation is why the jurisdiction consistently ranks among the world's most credible homes for digital securities.

What the DLT Act Actually Changed for Issuers

Before 2021, Swiss issuers who wanted to use blockchain for securities had to structure transactions as uncertificated rights registered in a separate ledger — a cumbersome process with limited secondary-market liquidity. The DLT Act introduced the concept of the 'ledger-based security' (Registerwertrecht), which allows rights to be created, transferred, and extinguished directly on a distributed ledger without a central depositary. Critically, transfer of a ledger-based security is legally valid at the moment of on-chain settlement, mirroring the finality that capital markets professionals expect. The Act also created a new FINMA-regulated DLT trading facility licence, enabling compliant secondary trading. For issuers, the practical upshot is shorter settlement cycles, reduced intermediary costs, programmable corporate actions such as automated coupon payments, and investor access that is not restricted to participants in traditional custodian networks.

The Swiss Token Ecosystem: Banks, Brokers and Platforms

Switzerland's DLT advantage is amplified by a mature surrounding ecosystem. Zurich and Zug host a dense cluster of DLT-native firms, established cantonal banks exploring digital custody, law firms with deep tokenisation expertise, and audit firms that understand distributed ledger accounting. The Swiss Stock Exchange (SIX) launched the SIX Digital Exchange (SDX), providing institutional-grade settlement infrastructure. Sygnum and SEBA (now AEX) hold Swiss bank licences and offer digital-asset custody. This concentration means that legal opinions, audits, custody arrangements, and investor onboarding can often be sourced domestically, reducing cross-border friction. Investhub complements this ecosystem by connecting Swiss-adjacent issuers — including those operating under the neighbouring Liechtenstein TVTG framework — to a curated investor network, handling compliance workflows and offering stablecoin settlement to compress transaction timelines further.

FINMA's Role and the Regulatory Clarity Issuers Need

The Swiss Financial Market Supervisory Authority (FINMA) has published detailed guidance on how existing financial-market laws apply to tokens, classifying them into payment tokens, utility tokens, and asset tokens. Asset tokens — the category that covers most capital-raising instruments — are treated as securities and regulated accordingly under FINMA oversight. This clarity is double-edged: it means compliance obligations are real and non-trivial, but it also means investors can trust the instruments they hold. FINMA has also issued guidance on stablecoins, tokenised deposits, and collective investment schemes involving DLT. For an issuer, navigating this regulatory landscape alone is time-consuming. Platforms such as Investhub are built specifically to handle FINMA-adjacent compliance requirements — from prospectus structuring and AML checks to investor suitability verification — so your team can focus on business fundamentals rather than regulatory administration.

Costs, Timelines and Realistic ROI for SME Issuers

One of the most common questions CFOs ask is whether tokenisation actually reduces cost compared with a traditional private placement or bond. The honest answer is: it depends on deal size and complexity, but structural savings are real. Eliminating central depositary fees, reducing settlement from T+2 to near-instant, and automating coupon payments via smart contracts all reduce ongoing operational cost. For a mid-market SME raising between CHF 2 million and CHF 20 million, the combination of a streamlined prospectus (or prospectus exemption where applicable), digital investor onboarding, and secondary liquidity via a bulletin board can materially improve both the economics and the investor experience. The risks are also real: smart-contract vulnerabilities, thinner secondary liquidity than public markets, and the reputational and legal cost of non-compliance. A qualified platform partner mitigates but does not eliminate these risks.

How Investhub Connects Swiss-Framework Issuances to Global Investors

Investhub operates at the intersection of Swiss and Liechtenstein regulatory frameworks. The Liechtenstein Blockchain Act (TVTG) offers a closely related legal environment to the Swiss DLT Act and benefits from EEA passporting, broadening the available investor base. Issuers working with Investhub can access a compliant token issuance infrastructure that covers structuring support, AML/KYC workflows, and a secondary bulletin board where investors can express buy and sell interest — a meaningful liquidity enhancement for instruments that would otherwise be entirely illiquid. Settlement via stablecoin compresses the time between a matched trade and final cash movement, addressing a persistent pain point in private-market transactions. This integrated approach means an SME CFO interacts with a single platform rather than coordinating separately between legal counsel, a transfer agent, a custodian, and a distribution partner.

Key Compliance Steps Before You Tokenise in Switzerland

Issuers considering a Swiss tokenisation should work through a structured compliance checklist before launch. First, determine the legal classification of your token under FINMA guidance — asset, utility, or payment — since this governs your licensing and prospectus obligations. Second, assess whether a prospectus is required or whether an exemption applies (for example, offerings below CHF 8 million within 12 months may qualify). Third, implement a robust AML/KYC process that meets Swiss AMLA standards; this is non-negotiable regardless of deal size. Fourth, select a technical infrastructure — ideally one already reviewed by legal counsel for ledger-based security compliance. Fifth, establish investor communication and corporate-action processes before issuance, not after. Investhub's onboarding process is designed to walk issuers through each of these steps systematically, reducing the risk of costly errors and regulatory delays.

Key Takeaways

  • The Swiss DLT Act (2021) gave ledger-based securities full legal standing under Swiss law, eliminating the regulatory grey area that previously made tokenisation high-risk for issuers.
  • FINMA classifies tokens as payment, utility, or asset tokens; asset tokens are treated as securities, so compliance obligations are real — but so is investor protection.
  • SME issuers can realise genuine cost savings through faster settlement, automated corporate actions, and digital investor onboarding, though secondary liquidity remains thinner than public markets.
  • Investhub combines Swiss-adjacent Liechtenstein TVTG infrastructure with AML/KYC workflows, a secondary bulletin board, and stablecoin settlement to give issuers an end-to-end compliant solution.

FAQ

Is tokenisation of securities legal in Switzerland?

Yes. Since the Swiss DLT Act came into force in August 2021, ledger-based securities have full legal standing under Swiss law. Rights created on a compliant distributed ledger are enforceable in Swiss courts, and transfer is legally valid at the point of on-chain settlement. Issuers must still comply with FINMA regulations applicable to the token's classification.

Do I need a FINMA licence to issue a token in Switzerland?

It depends on the nature of your token. Payment tokens used as means of exchange may require a banking or money-transmission licence. Asset tokens that constitute securities are subject to capital-markets rules but do not automatically require a FINMA licence for the issuer — though a prospectus or prospectus exemption will typically be required. Legal advice specific to your structure is essential before proceeding.

What is the difference between the Swiss DLT Act and the Liechtenstein TVTG?

Both laws create a legal basis for tokenised assets, but they operate in different jurisdictions. The Swiss DLT Act amends Swiss federal law and is overseen by FINMA. Liechtenstein's TVTG (Blockchain Act) covers token service providers under Liechtenstein law and benefits from EEA passporting via the European Economic Area. Many issuers use the frameworks complementarily to reach both Swiss and European investor bases.

How liquid will my tokenised security be after issuance?

Significantly less liquid than a listed public security, but more liquid than a traditional illiquid private placement. Secondary liquidity depends on investor demand and the availability of a trading or bulletin-board facility. Platforms like Investhub provide a secondary bulletin board where buy and sell interest can be matched, which offers a meaningful improvement over zero secondary-market access — but issuers and investors should not expect exchange-level liquidity.

Can Swiss tokenisation work for real estate or SME bonds?

Yes, these are among the most active use cases. Real-estate tokenisation allows fractional ownership of property assets, lowering minimum investment thresholds and broadening the investor base. SME bonds or convertible notes issued as ledger-based securities can automate coupon payments and simplify cap-table management. In both cases, a properly structured issuance under the DLT Act provides the legal certainty that institutional and retail investors require.

What are the main risks of tokenising securities in Switzerland?

Key risks include smart-contract vulnerabilities (code bugs that could freeze or misallocate assets), thinner secondary liquidity versus public markets, regulatory risk if the token's classification changes, and operational risk from key-management failures. Reputational risk from non-compliance can also be significant. Working with a regulated platform partner and qualified legal counsel substantially reduces but does not eliminate these risks.

Switzerland's DLT Act has transformed tokenisation from a regulatory gamble into a structured, court-tested capital-markets tool. For SME founders and CFOs, the opportunity is real — but so are the compliance obligations. Investhub exists to close that gap: we combine Swiss-adjacent Liechtenstein infrastructure, end-to-end AML/KYC, stablecoin settlement, and a secondary bulletin board into a single platform designed for issuers who want speed, investor reach, and regulatory confidence. If you are evaluating a token offering, speak with our team about whether the Swiss or Liechtenstein framework is the right fit for your raise.