A Legal Framework for Tokenizing Shares
How Swiss DLT law makes tokenized equity clear, compliant, and future-proof
Tokenizing shares sounds complex. But under the right legal framework, it doesn’t have to be.
At Aktionariat, we rely on one of the most advanced and clear legal foundations in the world: Swiss DLT law. Combined with proven legal partners and standardized documents, this allows companies to tokenize equity in a way that is legally sound, transparent, and easy to understand for both issuers and investors.
Below is a simple overview of how it works.
Why Swiss DLT Law Matters
Switzerland was one of the first countries to create a dedicated legal framework for blockchain-based assets. With the introduction of the Swiss DLT Law, companies can legally issue ledger-based securities - including shares - directly on a blockchain.
In simple terms, this means:
● Shares can exist natively on a distributed ledger
● Ownership and transfers are legally recognized
● No legal workaround or “synthetic” structures are needed
Most importantly:
The token is the share.
It carries the same rights and obligations as a traditional share - including voting rights, dividends, and shareholder status.
This level of legal clarity gives issuers and investors confidence today and long-term security for the future.
A Solid Legal Foundation - Built In
Aktionariat’s legal framework is fully based on Swiss DLT law and developed together with legal partners specializing in DLT and capital markets law.
They ensure that:
● Your tokenized shares are legally compliant
● Your setup follows Swiss regulatory standards
● Your issuance is structured correctly from day one
If your company is not based in a jurisdiction with clear tokenization regulation, we can still help.
Tokenization via a Swiss SPV (If Needed)
If local regulation is unclear or restrictive, Aktionariat enables you to set up a Swiss holding SPV (Special Purpose Vehicle).
This allows you to:
● Benefit from crypto-friendly Swiss law
● Tokenize shares in a legally secure environment
● Offer investors maximum clarity and protection
The SPV holds the shares and issues them as tokenized equity under Swiss DLT law - simple, compliant, and widely accepted.
Preparing Your Shares for Tokenization
1. Articles of Association
To tokenize shares, your company’s Articles of Association need to be adapted to allow ledger-based securities.
We provide:
● Clear examples
● Proven wording
● Guidance on what needs to be changed (and what doesn’t)
This ensures your shares are legally ready to exist on-chain.
2. Investor Agreements
Clear rights create trust. Our legal package includes standardized agreements that define the relationship between the company and its investors:
● Registration Agreement
● Token Holder Agreement
● Shareholder Agreement
These documents ensure transparency around ownership, rights, and obligations — for both issuers and investors.
No Complex Legal Structures Needed
Thanks to Swiss DLT law, tokenized shares do not require:
● Participation certificates
● Claims on future shares
● Tokens merely pegged to share prices
Instead:
● Ownership is clear
● Rights are enforceable
● Transfers are recorded directly on the blockchain
This simplicity is one of the biggest advantages of tokenizing equity under Swiss law.
What’s Included in Aktionariat’s Legal Offering
Our legal offering is designed to get you started quickly and confidently:
● All required legal document templates
● A kick-off call to guide you through the setup
● Access to the Share Tokenization Legal Guide by LEXR
The guide explains everything you need to know before tokenizing your equity - in clear, practical terms.
You are free to:
● Work with one of Aktionariat’s partner law firms
● Customize documents to your specific needs
● Or collaborate with your own legal advisor
Either way, you can still fully use Aktionariat’s platform and services.
Legal Clarity You Can Build On
Tokenizing shares is not just a technical decision - it’s a legal one.
By building on Swiss DLT law, Aktionariat provides a framework that is:
● Clear
● Compliant
● Investor-friendly
● Future-proof
So you can focus on growing your company while your equity structure is ready for the next generation of ownership.
