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Tokenizing an Asset Under Swiss Law (DLT Act)

Switzerland3 min read

How to tokenize an asset under Swiss law - issuing ledger-based securities under the DLT Act, classifying the token with FINMA, prospectus duties, and structuring.

Alex BerezhnykUpdated November 9, 2026

Switzerland may be the most structurally straightforward place to tokenize, because the DLT Act lets you issue a "ledger-based security" - an on-chain right with full legal effect - rather than bolting a token onto a traditional security. You still classify the token with FINMA, meet prospectus duties under the Financial Services Act, and structure the vehicle, but the legal foundation is firmer than almost anywhere. Here is the path, with Swiss counsel still essential before launch.

Step 1: Classify the token with FINMA

Apply FINMA's taxonomy. An asset token representing a real-world claim is a security, so financial-market and securities law applies. Payment and utility tokens follow different rules.

For an RWA this is usually clear-cut - it is an asset token. A legal opinion confirming classification is still the foundation for everything that follows, including disclosure and licensing.

Step 2: Issue as a ledger-based security

  1. 1

    Classify with FINMA

    Asset token = security

  2. 2

    Issue ledger-based security

    DLT Act + registration agreement

  3. 3

    Meet prospectus rules

    FinSA or exemption

  4. 4

    Structure the vehicle

    SPV + rights mapping

  5. 5

    Build the token

    Compliant contract + whitelist

Tokenizing a security under Swiss law, step by step.

Switzerland's advantage is the ledger-based security: under the DLT Act, you can issue the rights directly on-chain so that transfer of the token transfers the legal right. You set this up through a registration agreement that ties the ledger to the security.

This avoids the awkward two-layer structures used elsewhere, where a token merely points at an off-chain security. Done properly, the Swiss ledger-based security is the legal right. The mechanism lives in Article 973d of the Code of Obligations, and it has conditions: the registration agreement must be in place, and the ledger has to meet integrity and transparency requirements - holders can see their own rights and the agreement, and keep genuine power of disposal over their entries - so a carelessly designed chain will not qualify even in Switzerland.

Step 3: Meet prospectus and offering rules

Offering securities engages the Financial Services Act's prospectus requirements, unless an exemption applies - for example, offers only to professional investors or below thresholds. Who you sell to and how much decides the disclosure burden.

As with every jurisdiction, plan the investor base and offer size early. The FinSA exemptions are concrete - offers made only to professional investors, to fewer than 500 investors, or below a CHF 8 million threshold over 12 months can avoid a full prospectus - and a further point that attracts issuers is tax: a private Swiss investor's capital gains are generally tax-free, though a wealth tax applies and the specifics are cantonal. The Swiss rules are clear, but a genuine public offer still carries real prospectus obligations.

Step 4: Structure and build

Structure the issuing vehicle - often an SPV - under Swiss law, and map the ledger-based security to the asset's rights. Then build the on-chain components: the compliant token, whitelist, and supporting contracts, as in the global tokenize guide.

If you want the tokens to trade on a regulated venue rather than just transfer peer-to-peer, Switzerland offers two routes: list on an existing regulated infrastructure like the SIX Digital Exchange (SDX), which operates as a licensed exchange and central securities depository and has settled regulated digital bonds, or - if you intend to run your own market - apply for the DLT trading facility licence the DLT Act created. Both are permanent licensed categories, not sandbox slots. Switzerland's permanent legal framework means less uncertainty than sandbox-based regimes, but structuring and FINMA classification should still go to Swiss counsel before you launch.

Where to go next

Sources: FINMA (finma.ch); Swiss DLT Act (2021); Swiss Financial Services Act (FinSA), as of 2026.

Frequently asked questions

How do you tokenize an asset under Swiss law?

Classify the token with FINMA - an asset token representing a real-world claim is a security. Then issue it as a ledger-based security under the DLT Act so the token carries the legal right, meet prospectus duties under the Financial Services Act, and structure the vehicle, with Swiss counsel.

What is a ledger-based security and why does it help issuers?

Under the DLT Act, it is a right issued directly on-chain with full legal effect, set up through a registration agreement tying the ledger to the security. It lets transfer of the token transfer the legal right, avoiding the two-layer structures used elsewhere where a token merely points at an off-chain security.

Do I need a prospectus to tokenize a security in Switzerland?

Possibly. The Financial Services Act's prospectus requirements apply to offers of securities unless an exemption applies - for example, offering only to professional investors or below thresholds. Your investor base and offer size decide the disclosure burden, so plan them early with counsel.

Educational content, not financial or legal advice. Tokenized assets carry risk; do your own research and consult a professional before investing.

Alex Berezhnyk

Written by

Alex Berezhnyk

Co-founder, CTO · Co-founder & CTO, Unicorn Invest

Seasoned blockchain and web2 developer with entrepreneurship and investing experience, building Unicorn Invest's on-chain tokenization infrastructure.

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