--- title: Participation Certificates entity: SwissChain Holding SA jurisdiction: Switzerland doc_type: capital-markets status: in_progress last_reviewed: 2026-03-09 owner: TBD evidence_level: public source_urls: [] related_docs: [] --- # AKTIONARIAT Tokenised Equity & OnChain Share Register Infrastructure (Regulatory & Technical Memorandum) ## I. Systemic Role within SwissChain Control Architecture Within SwissChain's control architecture, Aktionariat functions as the tokenisation and onchain share register infrastructure through which SwissChain Holding SA has transformed its participation shares into ledger-based securities under Swiss DLT Law, creating the technical and legal foundation for admission to BX Digital, Switzerland's first FINMA-licensed DLT trading facility. Aktionariat is not a regulated financial intermediary or stock exchange but a technology service provider and legal framework provider that enables private companies to issue and manage tokenised equity in full compliance with Swiss company law, specifically article 973d ff. of the Swiss Code of Obligations (CO), which defines ledger-based securities as a new category of securities recorded in a distributed ledger instead of in book-entry form or as physical certificates. For SwissChain, Aktionariat's systemic role is foundational: it converts SwissChain Holding's legal participation shares into blockchainbased tokens that behave as shares—conferring voting rights, dividend entitlements and all corporate rights—while being recorded on a public blockchain (Ethereum) and governed by CMTAcompliant smart contracts. This tokenisation creates the preconditions for listing on BX Digital, enables secondary market trading under regulated infrastructure, and provides institutional investors with a legally certain, custodycompatible and auditable equity instrument. In the operating model, Aktionariat sits at the earliest layer of the capital markets stack: it is the primary issuance and captable management layer that feeds into BX Digital (the regulated trading venue) and InCore Bank (the market maker and paying agent), ensuring that the equity instrument admitted to trading is not a derivative, claim or synthetic representation but actual Swiss shares recorded as ledger-based securities under Swiss law. ## II. Legal Nature, Regulatory Perimeter and Market Positioning Aktionariat AG is a Swiss technology company providing share tokenisation, digital captable management and investor relations infrastructure for private companies. It is not a financial intermediary subject to FINMA licensing but a technology and legal service provider operating under Swiss DLT Law, which came into force on 1 August 2021 as part of the Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology (DLT Act. The DLT Act introduced article 973d ff. CO, which establishes ledger-based securities (Registerwertrechte / droitsvaleurs inscrits) as a new category of uncertificated securities that are recorded in a distributed ledger meeting certain statutory requirements, and that confer the same rights and obligations as traditional shares. Under this framework, Aktionariat provides the technical and legal infrastructure for companies to create ledger-based securities by issuing tokens on a public blockchain (typically Ethereum) using CMTAcompliant smart contracts, maintaining an authoritative onchain share register, and ensuring that tokenised shares remain fully integrated with Swiss corporate governance, including voting, dividends, capital increases and other corporate actions. Aktionariat partners with LEXR, a leading Swiss legal practice specialising in DLT and fintech law, to provide the legal framework for tokenisation, including drafting articles of association amendments, tokenisation terms and corporate resolutions required to issue ledger-based securities in compliance with Swiss company and securities law. From a marketpositioning standpoint, Aktionariat has established itself as the leading tokenisation platform for Swiss private companies. Public materials indicate that Aktionariat has tokenised equity for numerous Swiss SMEs and startups, with its own shares serving as a highprofile proof of concept: Aktionariat AG tokenised its own equity as ledger-based securities and subsequently had those shares integrated into SIX Digital Exchange's (SDX) regulated blockchainbased Central Securities Depository, with Berner Kantonalbank acting as issuer agent and custodian. This SDX integration demonstrates that shares originally issued on a public, permissionless blockchain (Ethereum) can be transformed into intermediated, bankable securities on a regulated platform, providing custody, settlement and banking integration for institutional investors. For SwissChain, this precedent is directly relevant: it validates the path from Aktionariat tokenisation to regulated trading infrastructure, which is precisely the flow SwissChain is implementing via Aktionariat → BX Digital → InCore Bank. ## III. Certification and Legal/Assurance Framework Aktionariat's assurance framework is legal rather than operational: its core value proposition rests on the legal certainty and regulatory clarity provided by Swiss DLT Law and the CMTA standard for tokenisation of equity securities. Swiss DLT Law, which entered into force in August 2021, provides what public materials describe as "exceptional clarity" for the legal issuance of tokenised equity and the recording of share transfers using distributed ledgers, eliminating the need for complicated legal structures such as participation certificates, claims on actual shares or tokens pegged to share price. Article 973d CO defines the statutory requirements for ledger-based securities, including that they must be recorded in a register that satisfies certain technical and legal criteria (integrity protection, issuer control, data availability), that holders must be able to initiate transfers autonomously without issuer approval (subject to transfer restrictions), and that the distributed ledger must provide an authoritative record of ownership. The Capital Markets and Technology Association (CMTA), a Swiss industry association of financial institutions, technology companies and law firms dedicated to the adoption of DLT in capital markets, published a standard in November 2021 for the tokenisation of equity securities under Swiss law, specifying the technical, legal and operational requirements for tokenising shares as ledger-based securities. The CMTA standard requires that issuers use a smart contract recognised by CMTA (the "CMTAT" smart contract or an approved variant), retain a technology service provider recognised by CMTA to deploy the smart contract, and ensure that tokenised shares behave exactly like traditional shares with respect to corporate actions, voting, dividends and transferability. CMTAT is an opensource framework that defines necessary and optional functions for tokenising equity and debt securities under Swiss law, and has been integrated into institutional tokenisation platforms such as Fireblocks and used by regulated entities including SDX. Aktionariat's tokenisation infrastructure is built on CMTAcompliant smart contracts, LEXR's legal framework and Swiss DLT Law, providing a legally defensible structure for issuing ledger-based securities that are recognised under Swiss company law as shares conferring full shareholder rights. For SwissChain, this means that the tokenised participation shares are not experimental or unregulated instruments but are Swiss shares issued in compliance with article 973d CO, governed by CMTAstandard smart contracts, and documented with legal opinions from LEXR confirming compliance with Swiss corporate and securities law. While Aktionariat does not hold FINMA licences or publish SOC 2 / ISO certifications, the legal certainty provided by Swiss DLT Law, CMTA standards and LEXR's legal framework, together with the SDX precedent demonstrating that Aktionariattokenised shares can be integrated into FINMAregulated infrastructure, forms the assurance baseline for institutional acceptance. ## IV. Core Technical Architecture and Control Surface Technically, Aktionariat's platform comprises three integrated components: the tokenisation smart contracts (deployed on Ethereum or other supported blockchains), the issuer portal (a webbased dashboard for managing tokenised equity and shareholder communications), and the onchain share register (the authoritative ledger-based record of share ownership maintained by the smart contracts). When a company like SwissChain Holding tokenises its shares with Aktionariat, the process follows the CMTA standard: the company amends its articles of association to authorise ledger-based securities, appoints Aktionariat as the technology service provider, deploys a CMTAcompliant smart contract (typically the CMTAT ERC20compatible token on Ethereum), and mints tokens representing the participation shares, with each token conferring the same rights and obligations as a traditional share. The smart contract governs all token transfers, enforces transfer restrictions (Vinkulierung / share transfer restrictions) if specified in the articles of association, and maintains an allowlist (permissioned access control) to ensure that only authorised investors can hold tokens. Aktionariat's allowlist functionality enables issuers to enforce KYC/AML requirements, investor accreditation criteria, jurisdictional restrictions and regulatory compliance checks before allowing token transfers, which is critical for regulatory compliance and institutional acceptance. The allowlist is managed via the issuer portal, where SwissChain's corporate secretary or compliance team can approve or deny investor onboarding, update investor records and monitor shareholder composition in real time. The issuer portal provides SwissChain with a comprehensive corporate governance and investor relations interface, including functions for conducting digital shareholder votes (binding or consultative), distributing dividend payments (automated via smart contract or manual via bank transfer), managing corporate actions (capital increases, share splits, consolidations), communicating with shareholders via announcements and notifications, and exporting shareholder data and captable reports for regulatory filings and audit purposes. The onchain share register maintained by the smart contract is the authoritative legal record of share ownership under article 973d CO, meaning that possession of tokens (subject to allowlist approval) confers legal ownership of shares, and transfers are legally effective upon blockchain confirmation without requiring traditional book-entry or physical certificate processing. For SwissChain's integration with BX Digital and InCore Bank, Aktionariat's tokenised shares serve as the "raw material" for listing: BX Digital admits the CMTAT tokens to trading on its FINMA-licensed DLT trading facility, enabling secondary market transactions with delivery-versus-payment settlement, while InCore Bank provides market making and paying agent services to ensure liquidity and corporateaction processing. The fact that Aktionariat's tokenisation is CMTAcompliant, legally anchored in article 973d CO, and precedented by SDX integration provides the regulatory and technical confidence needed for BX Digital listing approval and institutional investor acceptance. ## V. Risk Mitigation Mechanics and Residual Risk Aktionariat's tokenisation framework mitigates several fundamental risks associated with equity issuance and captable management for private companies preparing for public listing. First, legal certainty: by using Swiss DLT Law (article 973d CO) and CMTAcompliant smart contracts, SwissChain's tokenised shares are legally recognised as shares under Swiss company law, eliminating uncertainty about whether tokens are securities derivatives, claims or synthetic instruments. This legal certainty is critical for listing committees, auditors and institutional investors who require confidence that the equity instrument is not a regulatory grey area but a legally defined category of Swiss securities. Second, captable accuracy and auditability: the onchain share register maintained by the smart contract provides a real-time, immutable and auditable record of share ownership, transfers and balances, reducing the risk of manual errors, disputes or discrepancies that can arise with traditional share registers. For SwissChain, this means that at any point during the listing process or thereafter, the company can produce an authoritative, blockchainverified cap table that auditors, regulators and investors can independently verify. Third, transfer restrictions and compliance: Aktionariat's allowlist functionality enables SwissChain to enforce KYC/AML requirements, investor accreditation and jurisdictional restrictions at the smart contract level, ensuring that only compliant investors can hold tokens and that unauthorized transfers are automatically blocked. This reduces regulatory and reputational risk associated with token transfers to sanctioned addresses, unverified investors or highrisk jurisdictions. Fourth, integration with regulated infrastructure: the SDX precedent demonstrates that Aktionariattokenised shares can be integrated into FINMAregulated platforms (SDX CSD, BX Digital trading facility), providing custody, settlement and banking services, which materially reduces the operational and reputational risk of using "crypto-native" tokenisation that cannot interface with traditional financial infrastructure. For SwissChain, this validates the technical and regulatory feasibility of the Aktionariat → BX Digital → InCore Bank flow. Residual risks nonetheless include technology risk: smart contracts, while audited and CMTAcompliant, are software and carry the risk of bugs, vulnerabilities or unexpected behaviour that could affect token transfers, corporate actions or investor access. Aktionariat's reliance on public blockchain infrastructure (Ethereum) introduces dependency on network availability, gas fees and potential network congestion, which could delay timesensitive corporate actions or transfers. Additionally, while Swiss DLT Law provides legal clarity within Switzerland, cross-border recognition of ledger-based securities as shares may vary by jurisdiction, potentially complicating international investor participation or secondary market access outside Switzerland. Further, Aktionariat is a private company without explicit regulatory oversight as a financial intermediary, meaning that operational continuity, disaster recovery and longterm platform maintenance depend on Aktionariat's commercial viability and governance, which must be monitored as vendor risk. These risks are mitigated through contractual SLAs, periodic smart contract audits, contingency plans for technology service provider substitution (CMTA standard enables migration to alternative providers), and legal opinions confirming Swiss law compliance, but must be documented and managed within SwissChain's vendorrisk framework. ## VI. Integration with SwissChain Stack and BX Digital Listing Path In SwissChain's capital markets and listing architecture, Aktionariat sits at the primary issuance layer, creating the tokenised equity instrument that flows into BX Digital (the regulated trading venue) and InCore Bank (the market maker and paying agent). The integration sequence is as follows: - Tokenisation and onchain share register (Aktionariat): SwissChain Holding SA amends its articles of association to authorise ledger-based securities under article 973d CO, appoints Aktionariat as technology service provider, deploys CMTAcompliant smart contracts on Ethereum, and mints tokens representing participation shares. The onchain share register maintained by the smart contract becomes the authoritative legal record of share ownership. SwissChain's compliance team manages the allowlist via Aktionariat's issuer portal, onboarding approved investors (including founders, employees, early investors and, later, public market participants) subject to KYC/AML checks via Sumsub and jurisdictional compliance rules. - Listing preparation and BX Digital admission (Aktionariat → BX Digital): Once tokenised, SwissChain's participation shares (in the form of CMTAT tokens) are eligible for admission to BX Digital, the FINMA-licensed DLT trading facility that enables multilateral trading and settlement of ledger-based securities on a public blockchain with SICconnected delivery-versus-payment. BX Digital's listing rules and admission requirements align with Swiss DLT Law and CMTA standards, meaning that CMTAcompliant tokenised shares from Aktionariat are the type of instrument BX Digital is designed to admit. SwissChain submits listing documentation to BX Digital, including legal opinions confirming compliance with article 973d CO, smart contract audit reports, articles of association, tokenisation terms and prospectus (if required), and receives admission approval for the tokens to be traded on BX Digital's regulated secondary market. - Market making and paying agent services (InCore Bank): InCore Bank, as a FINMA-supervised Swiss bank and trading participant at BX Swiss/BX Digital, provides market making and liquidity facilitation for SwissChain's listed tokens, ensuring that investors can buy and sell shares on BX Digital with reasonable bidask spreads and continuous quotes. Additionally, InCore Bank acts as paying agent, processing dividend distributions, corporate actions and other cash flows associated with the tokenised shares, in line with BX Swiss/BX Digital rules and Swiss market practice. For investors, the flow is seamless: they open accounts with participating banks or brokers connected to BX Digital, pass KYC/AML screening, purchase SwissChain tokens on the BX Digital secondary market, and receive delivery of tokens to their custody wallets (institutional custody via InCore Bank or other custodians, or self-custody if permitted by allowlist rules). All ownership changes are recorded onchain in real time, with the Aktionariat smart contract maintaining the authoritative share register. SwissChain's issuer portal provides real-time visibility into shareholder composition, enabling regulatory reporting, corporate governance and investor relations activities. ## VII. Auditability, Supervisory Defensibility and Strategic Implications Aktionariat materially enhances the auditability and supervisory defensibility of SwissChain's equity structure and listing path. The onchain share register maintained by CMTAcompliant smart contracts provides an immutable, timestamped and independently verifiable record of share ownership, transfers and balances, enabling auditors, regulators and investors to trace the entire ownership history of SwissChain's equity from tokenisation through to current shareholders. For external auditors conducting due diligence for the listing, this eliminates the reconciliation challenges and data integrity risks associated with traditional share registers, which are often maintained in spreadsheets or legacy systems subject to manual errors, version control issues and limited auditability. The legal framework provided by Swiss DLT Law (article 973d CO) and CMTA standards gives listing committees and regulators confidence that SwissChain's tokenised shares are not experimental or legally ambiguous instruments but are Swiss shares issued in compliance with codified law and industry standards developed in collaboration with FINMA, Swiss banks and legal experts. The LEXR legal opinions and CMTA compliance attestations provide documented evidence that the tokenisation structure satisfies Swiss company law, corporate governance requirements and securities law obligations, which is material for listing approval and regulatory acceptance. The SDX precedent, where Aktionariat's own tokenised shares were integrated into SIX Digital Exchange's regulated CSD and made bankable for institutional investors, provides a highprofile validation of the Aktionariat tokenisation approach and demonstrates that Swiss regulators, banks and institutional infrastructure providers accept ledger-based securities as legitimate equity instruments. For SwissChain, this precedent can be referenced in listing documentation and investor communications to demonstrate that the tokenisation path SwissChain is following (Aktionariat → BX Digital → InCore Bank) is aligned with established market practice and has been validated by FINMA-supervised entities including SDX and major Swiss banks. Strategically, using Aktionariat as the tokenisation infrastructure positions SwissChain at the forefront of capital markets innovation in Switzerland, aligning with the Swiss government's and FINMA's stated policy of supporting DLT adoption in financial markets and positioning Switzerland as a leading jurisdiction for tokenised securities. The fact that SwissChain's equity is tokenised under Swiss DLT Law and listed on a FINMA-licensed DLT trading facility (BX Digital) rather than on a traditional stock exchange provides a differentiated narrative for investors: that SwissChain is not merely a cryptofocused technology holding but a pioneer in regulated digital capital markets infrastructure, using the same legal and technical frameworks that Swiss banks, regulators and financial institutions are adopting for the tokenisation of traditional financial instruments. At the same time, SwissChain's vendorrisk framework must classify Aktionariat as a critical technology service provider, with documented SLAs, periodic smart contract audits, contingency plans for technology service provider substitution (the CMTA standard is designed to enable portability to alternative providers), and legal opinions periodically updated to reflect changes in Swiss law or CMTA standards. Managed in this way, Aktionariat can be positioned to listing committees, auditors, regulators and institutional investors as a deliberate, riskreducing infrastructure choice that provides legal certainty, auditability and alignment with Swiss regulatory policy, supporting SwissChain's strategic narrative as a technology holding that integrates regulated digital asset infrastructure with traditional capital markets discipline and transparency.