With the amendments to the Swiss Code of Obligations that came into force on 01.02.21, the concept of register value rights was introduced. Article 973d defines the ledger-based securities as a right (1) which is registered in a securities ledger and (2) which can only be asserted via securities ledger.
A securities ledger on DLT (Distributed Ledger Technology), such as a blockchain, meets the requirements for a securities ledger set out in Article 973d (2) CO. If permitted by the articles of association of a company, securities such as shares can be issued as ledger-based security.
On this basis, we tokenize our own shares, as well as those of our customers. Thus, the share tokens contain exactly the same rights and obligations as "traditional" shares.
Since traditional, order-book-based markets for shares of small and medium-sized companies do not work well, we have implemented a different, more suitable market mechanism.
In our model, the company holds up to 10% of its own shares, which can be purchased by investors. When a purchase is made, the investor's money flows directly to the company. The company can also provide a certain amount of liquidity (XCHF) to finance share buybacks from existing investors. So when an investor sells shares through a Brokerbot, he/she sells them back to the company. The money paid out is drawn from the liquidity pool of the company. Each company is free to decide whether to make liquidity available for buybacks and, if so, how much. There is no legal obligation to buy back shares. However, peer-to-peer transfers are possible at any time. More about the superiority of our market model can be found in our blog post.
Basically, an Ethereum wallet is sufficient so that the share tokens can be delivered to the investor's wallet if one wants to buy shares via bank transfer. Ideally, one should use our Portfolio Wallet (iOS or Android). This was developed specifically for interaction with the Aktionariat Brokerbot (shares dispenser). In addition, it is possible to connect the Brokerbot with MetaMask or a WalletConnect compatible portfolio app.
If one wants to pay the share tokens by Ether (ETH) or Cryptofrancs (XCHF), the corresponding amount must be available in the wallet. Via the Aktionariat Portfolio Wallet, one can buy Ether via bank transfer.
Personal data of investors such as name, address and email address are not published. In order to get an entry in the share ledger of the corresponding company, investors have to register with their name and address (more on further below). The Ethereum address of a holder of share tokens is stored in the Ethereum Blockchain and can be viewed by anyone, but without any link to personal data, which is not stored on the Blockchain.
This is only necessary when subscribing for new shares. Our model is based on the exchange of registered shares held by the company (treasury shares), i.e. already subscribed. In the case of a purchase/sale of share tokens via the Aktionariat Brokerbot, no purchase agreement is required, as this is replaced by the smart contract.
Shareholders must, however, register in the share register if they wish to receive the right to dividends and vote. To do this, they can simply register their name and address in the Shareholder Portfolio App or the Shareholder Registry Widget (on the Investor Relations page of the company). We recommend that investors do this before purchasing shares.
Aktionariat AG sees itself as a technology provider and does not actively seek investors for its clients. However, one of the most effective ways to meet investors and promote your business is the Aktionariat Investor Event and the monthly Tokenization Stories. Furthermore, Aktionariat AG has a certain reach via various media outlets. The launch of a client's Brokerbot© is shared across all Aktionariat AG channels (social media, newsletter). In addition, all our press contacts are informed about the go-live of new clients.
No, whitelisting is generally not necessary. If an issuer wants a transfer restriction (restriction on transferability) of the shares, it is advisable to implement this at the level of registration in the share register and not by means of whitelisting in the smart contract. Contractual transfer restrictions (for example a lockup) can also be mapped more flexibly via secondary registers. The simpler the main register (smart contract) is kept, the lower the transaction fees in the Ethereum system and the better the token can be integrated into the blockchain ecosystem. For example, many decentralised exchanges reject tokens that are subject to whitelisting or similar restrictions.
No, this is not possible. But an investor can always add an additional email address in the Aktionariat Mobile Wallet (App) and choose which address should be the primary address. Non primary address can be removed.
According to the FINMA guidelines, there is no legal obligation to identify the purchasers of share tokens before the purchase, as in this case there is no MLA obligation. On the other hand, the shareholder is obliged to register with the company if he reaches or exceeds 25 per cent of the share capital or voting rights with the purchase (Art. 697j OR). Without registration, he cannot assert his rights as a shareholder. It should also be noted that financial intermediaries require proof of origin when cryptocurrencies are exchanged. Which documents are necessary for this depends on the respective circumstances.
The market cap is calculated as follows: (Total number of shares - treasury shares) * share price
Treasury shares are shares held by the company (and not an investor).
Financial statements: In the model of Aktionariat AG, no (annual) financial statements have to be published. Existing shareholders, on the other hand, must of course be provided with annual reports and audit reports (Art. 696 para. 1 OR). Only companies that have their equity securities listed on a stock exchange, so-called public companies, have to publish their annual reports and audit reports (Art. 958e para. 1 OR, Art. 49 LR SIX). However, Aktionariat AG strongly recommends publishing information on the company's performance on its own website in order to create a certain degree of transparency for potential investors, including in particular the annual financial statements.
Prospectus obligation: According to the Swiss Financial Services Act (FIDLEG), no prospectus has to be published if (Art 36, No. 1):
The exchange rate (ETH/CHF) which we take into account is fetched from chain.link. Actually, we fetch the ETH/USD and the USD/CHF exchange rate in order to calculate ETH/CHF. Furthermore we integrate a 1% slippage protection when triggering Brokerbot transactions.
No, there is neither an obligation to disclose the annual report to potential investors nor an obligation to have it audited by an auditor.
Thanks to Aktionariat AG, the issuer has the possibility to provide a liquidity pool by leaving part of the funds collected from investors for share buybacks in his brokerbot. In this case, the investor proceeds in the same way as when buying shares by connecting his Ethereum wallet to the brokerbot and selecting the "Sell" tab instead of the "Buy" tab. In this way, the investor can easily sell his shares or part of them back to the company.
It is also possible to transfer the shares from one investor's wallet to another. When using the Shareholder Portfolio App:
Under "to Address", the investor can then select his own Ethereum address or an external address and transfer the desired number of share tokens by scanning the QR code or by manually entering the target Ethereum address. The payment of the transferred tokens is a separate process and can also be done outside the blockchain ecosystem.
Important: The new holder of the share tokens must register via the Aktionariat Portfolio App in order to be entered in the share register. If using a different Ethereum wallet, the investor can register in the share ledger using the registration widget. Find out more at: https://aktionariat.com/market#shareholder-registry
No. Both our Corporate Dashboard as well as our Mobile Wallet are capable of holding both tokenized and traditional stock in parallel. So a company can easily manage tokenized and non-tokenized stock at the same time. We recommend providing at least the free float portion of the shares as security tokens so that this portion of the shares can be traded.
Transaction fees are charged by the Ethereum network and can vary widely. The costs mainly depend on how many other transactions are currently being executed on the Ethereum blockchain. In the future, we will offer a solution with permanently lower transaction costs.
On the contrary. Our base tokens can be wrapped into a drag-along token. This allows small shareholders to automatically be forced to sell their share tokens at an exit, provided that at least 75% of all votes cast agree to a sale. Each Drag-Along Token entitles the holder to cast one vote. By purchasing Drag-Along Tokens via the Brokerbot on the issuer's website, shareholders agree to the "Token Holder Agreement", thereby agreeing to the Drag-Along clause. However, to sell the entire company using this drag-along feature, all shares must first be tokenized. The tokenization of "traditional" shares, which are held by the founders and/or lead investors, for example, can easily be postponed to the time when a sale seems realistic**.
Initiation: any interested buyer with sufficient capital* can initiate an offer to acquire all (but not less) Drag-Along tokens from the other Drag-Along token holders at a certain price per share in the Drag-Along smart contract. The acquisition price is defined by the potential buyer. This creates a smart contract governing the acquisition and issues a corresponding event on the blockchain. All token holders are notified of the purchase offer and asked to vote.
Voting: After the initiation of an offer, the voting phase begins (this lasts 60 days). During the voting period, each Drag-Along token holder (including the offering party) can vote "Yes" or "No" on the acquisition offer. After the end of the voting period, the execution period begins.
Execution: The offering party may trigger the "Execution" function on the offer agreement to force the acquisition at any time during the voting period or the execution period. Execution of the acquisition is only possible at a time when the acquisition quorum has been reached and the required financing is available*. During the voting period, at least 75% of all Drag-Along Tokens must have voted "Yes", during the execution period 75% of all votes cast are sufficient. Upon execution of the acquisition offer, all "wrapped" Base Tokens will be assigned to the offering party and replaced by the sale proceeds. The holders of the Base Tokens will subsequently receive the sale proceeds in proportion to the number of their tokens.
More information about the Drag-Along mechanism:
Warning notice for potential buyers of a company:
* Placing a takeover offer via drag-along function costs 3 Ether, regardless of whether a sale occurs or not. There must be sufficient liquid funds in the wallet of the party placing a takeover offer at all times from the placement of the takeover offer until completion (successful or not). Any holder of corresponding tokens can "challenge" the takeover offer during the voting phase for the takeover of the tokens (or the entire company). For example, if it is found that there are not enough liquid funds in the wallet of the party that placed a takeover offer to pay for all the tokens at the offered purchase price, and someone challenges the takeover offer, the process is immediately terminated automatically. The 3 Ether that the potential buyer paid for placing the offer will be lost.
** In principle, it is possible to tokenize existing, "traditional" shares at any time. This can quickly greatly increase the number of share tokens. Founders may want to do this if someone tries to acquire all tokens via drag-along to vote against the purchase offer. This may pose a risk to a potential buyer of the share tokens who makes use of the drag-along function in the smart contract of the draggable shares. The latter may have talked to the holders of the existing share tokens in advance and is confident to acquire all existing share tokens based on the discussions. By tokenizing their shares and voting against the purchase offer, founders, for example, could put a spoke in the potential buyer's wheel. The potential damage is 3 Ether, because these are needed for the placement of a takeover bid.
We host our data (incl. shareholder registry) with a provider in Switzerland.
No, basically not. Ether is "only" used to pay the transaction fee of the Ethereum system. A low Ether price often goes hand in hand with low transaction fees of the Ethereum system. The worst case would be that the Ethereum system breaks and you have to migrate the tokens to another blockchain. However, this case is very unlikely, because the Ethereum system went live 6 years ago and has proven to be very stable so far. Moreover, the issuer's share ledger is not on the blockchain. The information about which investors hold how many shares would therefore remain even if the Ethereum blockchain no longer existed.
The share tokens are based on the ERC-20 standard token and work completely without our intervention. If Aktionariat AG goes bankrupt, only our user interfaces would no longer exist (Aktionariat App, Corporate Dashboard, Market Widgets) but the holders of the tokens would still be able to transfer, hold and exercise the rights associated with them. Also, there is always the possibility to offer the tokens on other marketplaces. We also build on the Ethereum blockchain and use ERC-20 tokens because it does not put our clients in unnecessary dependency on Aktionariat AG. The decentralized approach is therefore a core concern for Aktionariat because no new dependencies should be created.
The company can collect and ''burn'' all Security Tokens in consultation with shareholders. Collecting the tokens causes multiple transactions on the Ethereum Blockchain. Therefore, there are corresponding transaction costs for this. How high these are depends on the number of transactions and the ''gas price''.
You always need to make sure that you know your 12-Word Secret Recovery Phrase. This is the only backup you have in case you switch to another device.
Make sure to write your Secret Recovery Phrase (also referred to as Seed-Phrase or Private Key) down in a safe place, with a water resistant pen and on a durable paper.
Read more on how to import the account to your phone here.
A seed phrase consists of a combination of 12 or 24 words and serves the purpose of a back-up key. If the wallet is lost, the personal seed phrase can be used to restore the account.
Each user is responsible for their own seed phrase and must keep it safe.
At first use:
The beauty of the solution lays in its simplicity: Using only one field works for everyone alike: companies like "Aktionariat AG", persons like "Ewan McGregor", persons that insist on using middlle letter, e.g. "George W. Bush", persons that like to be called by double names, e.g. "Marie-Christin Weidmann", persons that use two first names, e.g. "Rainer Maria Hubacher", etc. For example, when we call one field "First Name" and the other field "Family Name", where should Rainer Maria Rilke enter "Maria"?
In general, we recommend using our Aktionariat App, as no further action is required on the investor’s side to see their shares and the handling is much more user friendly.
However, if you would like to use a MetaMask or a Ledger / Live you will not see your shares in the beginning. This is because most wallets only support a list of specific tokens. Therefore, our tokens must be added manually as ‘’Custom token’’.
In the following you will find a link to a step-by-step explanation how to add your token, depending on what wallet you use.
MetaMask: Please click HERE to find out, how to see your shares
Ledger Live: Please be aware, that Ledger Live does not allow to add custom tokens. However, you have the following options:
- The shares remain on your ledger even though you cannot see them on Ledger Live. Therefore, you cannot interact with the Brokerbot and sell your shares if there is liquidity. If you do not want to sell your shares / cannot sell your shares, you can use your ledger and follow the steps in the following section
- ‘’Ledger’’ Ledger: You have two possibilities to manage your shares on your ledger. 1. MetaMask: This option requires a MetaMask account. If you already have an account, we recommend using this solution. If not, you could first install an account and then continue with the documentation or use ‘’MyEtherWallet’’. Click HERE to find the documentation 2. MyEtherWallet: If you do not have a MetaMask account, this option will be a faster alternative. Click HERE for the documentation.
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