Switzerland DLT Act: Tokenized Securities Guide (2026)

Switzerland's DLT Act, in force in full since 1 August 2021, lets an issuer create a ledger-based security under Article 973d of the Code of Obligations: a right that exists in a qualifying securities ledger and can be exercised and transferred only through it, so the token is the security rather than a receipt for one. FINMA treats asset tokens as securities when they are standardised and suitable for mass trading, so prospectus rules, licensing for venues and custodians, insolvency segregation and anti-money laundering duties follow. This guide was checked against Fedlex, FINMA and Federal Council sources on 16 October 2026; it is general information, not legal advice.

What the DLT Act changed

The DLT Act (Federal Act of 25 September 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology) amended existing laws rather than creating a stand-alone token law. The Federal Council brought the ledger-based securities provisions into force on 1 February 2021 (decision of 11 December 2020) and the rest, with an implementing blanket ordinance, on 1 August 2021 (decision of 18 June 2021).

Ledger-based securities under Article 973d CO

A ledger-based security is a right which, under an agreement between the parties (the registration agreement), is registered in a qualifying securities ledger and may be exercised and transferred only through that ledger (Article 973d(1)). The regime is not limited to shares: bonds and other claims can be issued the same way. The ledger must meet four requirements (Article 973d(2)):

1. Technological processes give the creditors, not the obligor, power of disposal over their rights.
2. Adequate technical and organisational measures, such as joint management by several independent participants, protect its integrity against unauthorised modification.
3. The content of the rights, the functioning of the ledger and the registration agreement are recorded in the ledger or in linked accompanying data.
4. Creditors can view the relevant information and entries and check the integrity of their own entries without a third party.

The obligor, usually the issuer, must ensure the ledger operates in accordance with the registration agreement at all times (Article 973d(3)). The ledger then has these effects:

• Performance and good faith. Paying the creditor shown in the ledger at maturity releases the issuer unless it acts with malice or gross negligence, and an acquirer from that creditor is protected unless it acted in bad faith or with gross negligence (Article 973e).
• Transfer and insolvency. Transfers follow the registration agreement. If a holder goes bankrupt, its earlier instructions still bind third parties if they were given beforehand, were irrevocable under the ledger's rules and were recorded within 24 hours (Article 973f).
• Collateral and lost keys. Collateral can be posted without a transfer if it is visible in the ledger and only the collateral taker can dispose on default (Article 973g). A holder who loses access can have a court cancel the security and then exercise the right outside the ledger or obtain a new ledger-based security (Article 973h).
• Disclosure and liability. The issuer must inform each acquirer about the security, how the ledger works and how its integrity is protected, and is liable for inaccurate or misleading information unless it proves due diligence; agreements limiting that liability are void (Article 973i).

Ledger-based shares need a basis in the articles of association (Article 622(1)). A company with registered shares still keeps its share register, and in relation to the company the shareholder is the person entered in it (Article 686(1) and (4)), so ledger and register must be reconciled; our registry of record guide explains why the documents must name the controlling record. The four tests apply whatever software runs the ledger. Issuers and banks that want the issuance and transfer-control layer under their own control can use an on-premise tokenization platform, while the legal analysis stays with counsel.

How FINMA classifies tokens

FINMA's ICO guidelines of 16 February 2018 classify tokens by economic function:

• Payment tokens serve as a means of payment or value transfer and give no claim on the issuer. They are not securities, but issuing them is the issuance of a means of payment under AMLA once they can be transferred on a blockchain.
• Utility tokens give digital access to an application or service. They are not securities if that is their sole purpose and they work at issue; with an investment purpose, FINMA treats them as securities.
• Asset tokens represent assets such as a debt or equity claim on the issuer, or allow physical assets to be traded on a blockchain. FINMA treats them as securities.

Hybrid tokens meet the requirements of each category cumulatively. Securities under FinMIA are standardised certificated and uncertificated securities, derivatives and intermediated securities suitable for mass trading (Article 2(b)); DLT securities are ledger-based securities or similar uncertificated securities in distributed registers that give creditors, not the obligor, power of disposal (Article 2(b bis)). Securities count as suitable for mass trading if they are publicly offered in the same structure and denomination or placed with more than 20 clients, unless created specially for individual counterparties (Financial Market Infrastructure Ordinance, FinMIO, Article 2(1)).

The guidelines also flag the banking perimeter (liabilities with debt capital character, such as a promise to return capital with a guaranteed return) and the fund perimeter (funds raised that are managed by third parties); a stablecoin supplement followed on 11 September 2019. FINMA assesses authorisation enquiries on the specific facts, normally for a fee, and states that it cannot provide comprehensive legal advice.

Prospectus and key information document

Under the Financial Services Act, in force since 1 January 2020, a public offer of securities in Switzerland or their admission to a trading venue requires a prospectus (FinSA Article 35(1)), and so, by analogy, does the admission of DLT securities to a DLT trading facility (Article 35(1bis)).

A resale of securities first offered under an exemption is a separate offer (Article 36(2)). A prospectus goes to a reviewing body before publication (Article 51(1)), and reviewing bodies need a FINMA licence (Article 52(1)). A financial instrument offered to retail clients also needs a key information document (Article 58(1)).

DLT trading facilities and market infrastructure

A DLT trading facility is a commercially operated venue for multilateral trading of DLT securities under non-discretionary rules that also admits participants that are not regulated institutions, holds DLT securities in central custody, or clears and settles them (FinMIA Article 73a). Like any financial market infrastructure, it needs FINMA authorisation (Article 4(1)).

• Participants. Besides securities firms, other FINMA-supervised entities, the Swiss National Bank and the Bank for International Settlements, it may admit natural persons and companies trading in their own name and for their own account (Article 73c(1)).
• Admission of tokens. The facility sets its own admission rules, while prospectus duties follow FinSA alone (Article 73d(1)). It may admit DLT securities only if the ledger meets at least the Article 973d(2) requirements, and must audit a ledger it does not operate before admission and at least once a year (FinMIO Article 58g). Private participants must receive the prospectus or key information document and an explanation of the ledger's governance and technical risks (FinMIO Article 58i).
• Small facilities. Below CHF 250 million of annual trading volume, CHF 100 million of custody volume and CHF 250 million of annual settlement volume, a facility is small and benefits from eased requirements (FinMIO Articles 58k and 58l).

FINMA licensed the first DLT trading facility, BX Digital AG, on 18 March 2025: a small facility for supervised participants, usually banks, without custody of DLT securities, settling on the Ethereum public blockchain with payments through the SIC system. On 10 September 2021, FINMA had licensed SIX Digital Exchange AG as a central securities depository and SDX Trading AG as a stock exchange under conventional FinMIA licences.

Custody and segregation in bankruptcy

Swiss law protects custodied crypto-based assets on three tracks:

• Any custodian (DEBA Article 242a). In bankruptcy, crypto-based assets claimed by a third party are surrendered if the bankrupt undertook to hold them ready for it at all times and they are individually assigned to it, or held in a community in which its share is clear. A rejected claim must go to court within 20 days, and the claimant bears the costs of surrender. Article 242b adds a right of access to the estate's data.
• Banks (BankA Article 16 no. 1bis with Article 37d). Crypto-based assets held on the same conditions are custody assets segregated in a bank's bankruptcy.
• Intermediated securities (FISA). Ledger-based securities transferred to a custodian and credited to securities accounts become intermediated securities and are immobilised in the ledger (Article 6(1)(d) and (3)). If the custodian is liquidated, ledger-based securities it holds for account holders are excluded from its estate (Article 17(1)(b)) and can be returned in ledger-based form (Article 17(4)(c)).

FINMA's Guidance 01/2026 on the custody of cryptobased assets (12 January 2026) points to the weak spots: third-party custody without guaranteed segregation, and custody abroad, which raises complex insolvency questions. A Swiss bank holding segregable crypto custody assets generally has no capital requirement for them, and FINMA expects supervised portfolio managers to use prudentially supervised custodians with bankruptcy protection equivalent to Swiss law, with narrow exceptions for existing arrangements. Our digital asset custody infrastructure guide compares the custody models.

Funds and collective investment schemes

The Collective Investment Schemes Act (CISA) covers assets raised from investors for collective investment and managed for their account (Article 7(1)), and fund units are financial instruments under FinSA (Article 3(a)). Since 1 March 2024, the Limited Qualified Investor Fund (L-QIF) has offered a route without FINMA product approval: it is open only to qualified investors, takes the form of a contractual fund, a SICAV or a limited partnership for collective investment, and is managed by a FINMA-supervised fund management company or manager of collective assets (Articles 118a, 118c, 118g and 118h).

FINMA's Guidance 01/2026 adds that Swiss fund assets sit with a Swiss custodian bank (CISA Article 72(1)), which may delegate crypto custody only to an equivalently supervised custodian with equivalent bankruptcy protection. CISA has no provision written for tokenized units, so the fund documents decide how units are recorded, and counsel should confirm the form for each fund type.

Anti-money laundering duties

AMLA applies to financial intermediaries, including banks and fintech-licence holders, securities firms, fund management companies, central securities depositories and DLT trading facilities (Article 2(2)), and to anyone who professionally holds others' assets or helps invest or transfer them (Article 2(3)). The ICO guidelines treat asset tokens as securities rather than means of payment, and let an offering meet AML duties by having funds accepted through a Swiss intermediary already subject to AMLA.

FINMA's Guidance 02/2019 (26 August 2019) requires supervised institutions to transmit originator and beneficiary information with token transfers, with no exception for unregulated wallets. Until they can, they may only transfer to or from external wallets that belong to their own customers, with ownership proven by technical means, or to third parties they have first identified like clients.

Since 1 October 2026, the revised AMLA and the Federal Act on the Transparency of Legal Entities apply (Federal Council decision of 12 June 2026). The revised Act adds due diligence for certain advisory work, such as professionally assisting with financial transactions, including fundraising, linked to real estate deals or to forming or managing non-operating legal entities (Article 2(3bis)). The new Act creates a transparency register for beneficial owners, with registration transition periods starting on that date, so issuers using special purpose vehicles should expect these checks.

Reforms: what is proposed, not yet law

On 22 October 2025, the Federal Council opened a consultation, which closed on 6 February 2026, on adding two licence categories to the Financial Institutions Act:

• Payment instrument institutions would replace the fintech licence, segregate client funds in insolvency and drop the CHF 100 million cap. Only they could issue "stable crypto-based payment instruments": crypto-assets issued in Switzerland that aim at a stable value against one state currency, with a right to reimbursement and a published white paper.
• Crypto-institutions would be licensed for services involving "cryptoassets for trading", meaning crypto-assets that are not utility tokens under FINMA practice, financial instruments, stable crypto-based payment instruments or deposits, under rules based largely on those for securities firms.

According to the State Secretariat for International Finance, the Federal Council will submit a dispatch to Parliament in the second half of 2026 at the earliest. Because financial instruments are carved out, the crypto-institution licence would not cover tokenized securities. Until Parliament adopts a law, the proposal changes nothing.

How an issuer tokenizes securities in Switzerland

1. Classify the instrument. Decide what the investor holds and test it against FINMA's categories, the mass-trading test and the banking and fund perimeters; use an authorisation enquiry where the answer is unclear.
2. Choose the legal form. A ledger-based security (Article 973d); uncertificated securities in the issuer's book (Article 973c), with tokens as a record and transfers by written assignment; or intermediated securities booked by a custodian (FISA). The choice decides which record controls.
3. Prepare the corporate basis. For ledger-based shares, amend the articles, pass the issuance resolutions and keep the share register.
4. Draft the registration agreement and test the ledger. Record the rights and the ledger's functioning, evidence each Article 973d(2) requirement, plan for lost keys and pledges, and prepare the acquirer information.
5. Prepare the offer documents. A reviewed prospectus unless a FinSA exemption applies, and a key information document for retail clients.
6. Line up custody and trading. Custodians whose terms support segregation, and a venue: a DLT trading facility or a conventional exchange and central securities depository.
7. Set the AML flow. Decide which AMLA-supervised intermediary onboards investors and how external-wallet transfers are controlled, and register beneficial owners of any vehicle.
8. Run it. Keep the ledger operating under the registration agreement at all times, reconcile it with the share register and keep investor information current.

Asset Haus coordinates these workstreams with qualified counsel through its legal setup and licensing coordination and provides the registry and transfer-control infrastructure; it does not give legal advice or guarantee regulatory outcomes. The legal perimeter memo shows how issuer, platform and regulated-partner responsibilities are separated before launch.

When Switzerland fits, and when the EU or the UAE fit better

Switzerland fits issuers that want the ledger entry itself to be the security under statute, a Swiss company or bond issuer, a placement within the FinSA exemptions and access to FINMA-licensed DLT infrastructure. It sits outside the EU, so a FinSA prospectus or a FINMA licence gives no EU passport; offers to EU investors need the analysis in our MiCA tokenization compliance guide. For EU-wide distribution or Gulf investors, issuers also weigh Luxembourg, ADGM and VARA, compared in our guide to the best jurisdiction for tokenized asset issuance.

FAQ

What is a ledger-based security in Swiss law?

It is a right that, under an agreement between the parties, is registered in a securities ledger and can be exercised and transferred only through it (Article 973d of the Code of Obligations). The ledger must give holders, not the issuer, power of disposal, resist unauthorised changes, record the rights and the registration agreement, and let holders check their entries themselves.

Does FINMA approve tokenized securities?

FINMA does not approve individual tokens. It classifies tokens in its practice, assesses authorisation enquiries and licenses the intermediaries around the token, such as banks, securities firms and DLT trading facilities. A required prospectus is checked by a reviewing body licensed by FINMA.

Do I need a prospectus to offer tokenized shares in Switzerland?

Yes, unless an exemption applies. The Financial Services Act exempts offers only to professional clients, to fewer than 500 investors, with at least CHF 100,000 per investor or per unit, or of no more than CHF 8 million over 12 months. Retail offers also need a key information document.

Are tokenized securities protected if a custodian goes bankrupt?

Yes, if the conditions are met. Crypto-based assets that a custodian undertook to hold ready at all times, allocated individually or in a community with clear shares, are surrendered to the client, and ledger-based securities held as intermediated securities are excluded from the custodian's estate. FINMA warned in January 2026 that custody abroad or by unsupervised providers adds risk.

Do the 2025 stablecoin and crypto-institution proposals change tokenized securities?

Not directly. The October 2025 consultation draft would create licences for payment instrument institutions and crypto-institutions, but financial instruments are excluded from the crypto-assets the new licence covers. It is still a proposal, with a dispatch to Parliament planned for the second half of 2026 at the earliest.

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Considering a Swiss issuance? Start with the tokenization readiness assessment to choose the right route before counsel drafts the documents.

Sources

English versions on Fedlex are translations for information only and have no legal force; the German, French and Italian texts are authoritative. Laws were read in the versions in force on 16 October 2026.

• Code of Obligations (SR 220), Fedlex (opens in a new tab): Articles 622, 686 and 973c to 973i
• Financial Market Infrastructure Act (FinMIA, SR 958.1), Fedlex (opens in a new tab): Articles 2(b) and (b bis), 4 and 73a to 73f
• Financial Market Infrastructure Ordinance (FinMIO, SR 958.11), Fedlex (opens in a new tab): Articles 2(1), 58g, 58i, 58k and 58l
• Financial Services Act (FinSA, SR 950.1), Fedlex (opens in a new tab): Articles 3, 35, 36, 51, 52 and 58
• Debt Enforcement and Bankruptcy Act (DEBA, SR 281.1), Fedlex (opens in a new tab): Articles 242a and 242b
• Banking Act (BankA, SR 952.0), Fedlex (opens in a new tab): Articles 1b, 16 no. 1bis and 37d
• Federal Intermediated Securities Act (FISA, SR 957.1), Fedlex (opens in a new tab): Articles 5, 6 and 17
• Private International Law Act (PILA, SR 291), Fedlex (opens in a new tab): Article 145a
• Collective Investment Schemes Act (CISA, SR 951.31), Fedlex (opens in a new tab): Articles 7, 72 and 118a to 118h (L-QIF, in force since 1 March 2024)
• Anti-Money Laundering Act (AMLA, SR 955.0), Fedlex (opens in a new tab): Article 2, version in force since 1 October 2026
• Federal Council: Federal Council brings part of DLT bill into force (11 December 2020) (opens in a new tab)
• Federal Council: Federal Council brings DLT Act fully into force and issues ordinance (18 June 2021) (opens in a new tab)
• Federal Council: Federal Council moves forward with stablecoins and crypto: consultation launched (22 October 2025) (opens in a new tab) and SIF fact sheet on the consultation (22 October 2025) (opens in a new tab)
• Federal Council: Federal Council brings new anti-money laundering rules into force (12 June 2026) (opens in a new tab)
• FINMA: ICO guidelines (16 February 2018) (opens in a new tab) and authorisation enquiries and ICOs, with the stablecoin supplement of 11 September 2019 (opens in a new tab)
• FINMA Guidance 02/2019: Payments on the blockchain (26 August 2019) (opens in a new tab)
• FINMA: guidance on risks associated with the custody of cryptobased assets, Guidance 01/2026 (12 January 2026) (opens in a new tab)
• FINMA: FINMA licenses first DLT trading facility (18 March 2025) (opens in a new tab)
• FINMA: first-ever approval for a stock exchange and a central securities depository for the trading of tokens (10 September 2021) (opens in a new tab)