The DLT Act: ledger-based securities and crypto assets in Swiss law

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In 2021 Switzerland adapted its civil, insolvency and financial market law to blockchain technology in a single federal act, commonly called the DLT Act. Since then shares, bonds and other rights can be issued and transferred as tokens with full legal effect, crypto assets held in custody are protected if the custodian becomes insolvent, and trading venues for tokenised securities can be licensed. For companies from Asia, the Middle East, Africa and Latin America that want to tokenise assets or hold crypto assets through Switzerland, these rules are the legal foundation.

One act, several laws

The Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology was adopted by Parliament on 25 September 2020. The amendments to the Code of Obligations and the Debt Enforcement and Bankruptcy Act entered into force on 1 February 2021, the remaining provisions on 1 August 2021. Rather than creating a separate crypto law, the act amended the existing statutes where blockchain technology raised new questions, which is why the rules are found in the Code of Obligations, the Debt Enforcement and Bankruptcy Act, the Banking Act, the Financial Market Infrastructure Act and the Anti-Money Laundering Act.

Ledger-based securities

The central innovation is the ledger-based security (Registerwertrecht) under Articles 973d et seq. of the Code of Obligations. A right can be recorded in a distributed register so that it can only be asserted and transferred through that register, in the same way as a paper certificate can only be transferred by handing it over. The parties agree on this in a registration agreement.

The register must meet four requirements under Article 973d paragraph 2 of the Code of Obligations: it must give the creditors, but not the issuer, power of disposal over their rights by technical means; its integrity must be protected against unauthorised changes; the content of the rights, the functioning of the register and the registration agreement must be recorded in it or in linked accompanying data; and creditors must be able to view the information and entries that concern them. A person who acquires a ledger-based security in good faith from the person shown in the register is protected (Article 973e of the Code of Obligations).

Shares of a company limited by shares, participation certificates, bonds, fund units and contractual claims can all be issued in this form. For shares, the articles of association must provide for it.

Crypto assets in insolvency

Before the DLT Act it was unclear whether a customer could recover crypto assets from an insolvent custodian. Article 242a of the Debt Enforcement and Bankruptcy Act now allows crypto-based assets to be segregated from the bankruptcy estate where the debtor held them for the customer and they are attributable to that customer individually or as part of a community with a clearly determined share. For banks and securities firms, Article 16 number 1bis of the Banking Act treats such crypto assets as custody assets, which are not part of the bank's estate.

The protection depends on the structure of the custody. Customers and custodians should therefore check whether the wallets and the internal records allow the assets to be attributed to each customer at all times.

Trading venues for tokenised securities

The act created a new licence for DLT trading facilities in Article 73a of the Financial Market Infrastructure Act. Such a facility may admit not only regulated financial intermediaries but also private and institutional clients directly, and it may combine trading, settlement and custody of DLT securities under one licence. This makes it possible to build an integrated market for tokenised shares and bonds in Switzerland under FINMA supervision.

What this means for companies

A company that wants to tokenise its shares or issue a tokenised bond can do so under Swiss law with legal certainty, provided that the registration agreement, the register and, for shares, the articles of association are drafted correctly. The same rules allow commodity positions and trade receivables to be tokenised as a basis for financing, as explained in the article on stablecoins in the trade between Africa and China. The supervisory side, from token classification to licensing, is explained in the articles on how FINMA classifies tokens and licences for crypto businesses.

How Ressos Legal helps

I advise on the tokenisation of shares, bonds and other rights as ledger-based securities, draft registration agreements and articles of association, and review custody structures for insolvency protection. I have advised on crypto and digital assets since 2017. Contact me for a first conversation.

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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