Swiss Company Registration through Crypto Capital Contributions. Since 2017, companies began incorporating using cryptocurrency contributions in Switzerland, marking a significant development. Since then, “crypto creations” have become widespread across Switzerland. Introduction to Cryptocurrency Contributions. What should you know if you want to start your Swiss company using crypto instead of fiat currency to paid up the capital. Do not hesitate to contact us at connect@swissfintechpro.com to start your Swiss company.
Cryptocurrencies cannot be used as capital contributions directly due to non-recognition as currencies having legal tender. Wait a minute did you not say in the introduction that they can be used to paid up the capital?
Yes, i did, but they can be used not directly but indirectly because in Switzerland crypto currencies are defined as an asset class in the same way than gold or properties.
As cryptocurrencies are considered assets, their use is allowed as in-kind contributions.
Founders transfer assets (cryptocurrencies) to the company in exchange for shares, akin to a barter deal.
Capitalizable: The asset must be capable of being activated in the company’s balance sheet.
Transferability: There must be no legal or contractual restrictions on the asset’s transfer.
Availability: The asset must be readily available to the company post-registration in the commercial register.
Salability: The asset must be legally sellable to a third party, with a “limited market” existing for the cryptocurrency.
A written or notarized agreement for real estate contributions is mandatory, outlining the asset transfer and share allocation.
Founder or capital increase reports detail the type and value of contributions, with methodologies for valuation.
Audit confirmations are required to verify the accuracy of asset valuations.
Articles of association must indicate the contribution in kind, asset valuation, and details of the founder/investor and allocated shares.
Must specify the quantity, quality, and value of the contribution.
Should list and value the contributed assets precisely.
For cryptocurrencies, the agreement details the exact amount (e.g., 50 Ethereum) and its value based on reputable pricing portals (e.g., finanzen.ch).
Due to volatility, you must ensure the share capital fully covers the Swiss franc amount at both notarization and commercial register entry times
Contributing more cryptocurrency than initially required, including stable coins, is advisable to mitigate valuation risks (in general from 20 to 30% more)
Article 634 No. 2 CO mandates immediate company ownership of the contribution upon commercial register entry.
Electronic publication in the Swiss Official Gazette of Commerce marks the moment of ownership availability.
For movable property, the actual transfer is not specified but expected “immediately after registration.”
For rights, an assignment to the company upon agreement conclusion is typically necessary.
The agreement should outline specific procedures for transferring crypto assets, especially for those in soft or hard wallets.
Ensures the company’s sole control over the contributed assets post-execution.
It’s vital to prevent any third-party “ownership residues,” like shared knowledge of the crypto wallet’s private key, to ensure the contribution’s free availability.
We register the incorporation or capital increase with the cantonal Registry of Commerce and the Swiss Federal Registry of Commerce.
Filing of all required documents and an application signed by the board of directors.
Registrar confirmation that the transferred cryptocurrency meets or exceeds the promised or increased capital. Overview of Contribution in Kind Agreement
Incorporating a company in Switzerland involves different procedures based on whether you’re paying with fiat currency or cryptocurrencies, each with its own timeline. For fiat currency payments, the initial step requires opening a segregated account at a Swiss bank to deposit the capital. This process varies significantly based on residency status: residents may need 1 to 2 weeks, while non-residents could face a longer wait of 3 to 6 weeks. Thus, opting to pay with cryptocurrencies can streamline the company registration process, potentially saving valuable time.
Do not hesitate to contact us at connect@swissfintechpro.com to start your Swiss company.
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