--- title: Market Making & Paying Agent Structure entity: SwissChain Holding SA jurisdiction: Switzerland doc_type: infrastructure status: in_progress last_reviewed: 2026-03-09 owner: TBD evidence_level: public source_urls: [] related_docs: [] --- # INCORE BANK Market Maker, Paying Agent & DigitalAsset B2B Bank for BX Digital Listing (Regulatory & Technical Memorandum) ## I. Systemic Role within SwissChain Control Architecture Within SwissChain’s listing architecture, InCore Bank AG acts as the regulated trading and servicing bank that provides market making/liquidity and paying agent functions for SwissChain’s tokenised participation shares once they are listed on BX Digital. InCore is a Swiss B2B transaction bank specialised in traditional and digital assets, providing outsourced trading, custody and infrastructure services to banks, financial intermediaries and issuers rather than serving retail endclients directly. For SwissChain, InCore sits downstream of BX Digital and Aktionariat: Aktionariat provides the onchain share register and tokenisation; BX Digital provides the FINMA-licensed DLT trading facility; InCore, as a trading participant of BX Swiss/BX Digital and specialised transaction bank, provides (i) continuous market making for the listed token, ensuring twosided liquidity, and (ii) paying agent services handling all cash flows (dividends, capital changes and other corporateaction payments) between SwissChain and investors. This makes InCore the key banking interface that translates SwissChain’s digital equity into bankable, exchangetraded and properly serviced securities for institutional investors. ## II. Legal Nature, Regulatory Perimeter and Market Positioning InCore Bank AG is an internationally oriented Swiss B2B transaction bank for traditional and digital assets, headquartered in Schlieren (Zurich). It holds a full Swiss banking licence and is supervised by FINMA, enabling it to provide classic banking services as well as specialised outsourcing and transaction services to other financial institutions. In 2020, FINMA authorised InCore Bank to expand its range of services to include brokerage, custody, transfer and generation (tokenisation) of digital assets, making it the first traditional Swiss B2B bank authorised to trade, hold, transfer and tokenize digital assets for institutional clients. InCore positions itself as a “transaction bank for banks, financial intermediaries and corporates” with modular solutions that combine IT expertise and banking infrastructure, including Digital Asset Banking, Brokerage & Custody, Paying Agent Services and BankasaService offerings. It does not compete for retail clients but acts as a whitelabel and infrastructure provider, allowing client banks and issuers to access capital markets and digital assets without building their own full stack. In April 2025, BX Swiss announced that InCore Bank had become a trading participant, with direct access to BX Swiss enabling InCore to process exchange transactions efficiently and provide its clients access to liquidity, competitive prices and an expanded product universe. This tradingparticipant role, combined with its digitalasset authorisation, positions InCore as a natural liquidity and servicing bank for SwissChain’s BX Digital listing. ## III. PayingAgent Services and ListingRelated Assurance Framework InCore offers dedicated Paying Agent Services designed to handle all processes and capital payments between issuers and investors for listed securities. Its public service description lists the following core functions: - Handling of all processes and capital payments between issuers and investors. - Preparation and processing of all documentation related to securities and corporate actions. - Creation of securities (ISINs), including access to various clearing systems. - Coverage of both primary and secondary markets. - Timely notification and processing of coupon and maturity dates and other corporate actions. - Simple execution of capital increases and decreases. - Global settlement in various currencies and countries, including issuance of Swiss ISINs for bonds, equities, funds, certificates and structured notes. For SwissChain’s BX Digital equity listing, these services translate into InCore acting as the central operational agent for all cash flows linked to the tokenised shares: dividend payments, settlement of capital increases or reductions, and any other cash corporate actions. InCore’s paying agent framework ensures that investors receive timely, correctly calculated payments and notifications, and that these are reconciled with the onchain share register maintained via Aktionariat. Because InCore is a FINMA-supervised bank with established global settlement capabilities, its paying agent role provides institutionalgrade assurance that SwissChain’s listed equity will be serviced according to Swiss and international market standards, similar to traditional listed shares. ## IV. Core Trading, MarketMaking and Servicing Architecture InCore’s Brokerage & Custody and Digital Asset Banking services provide the trading and custody stack through which it can act as market maker and liquidity provider for listed instruments, including tokenised securities. FINMA’s authorisation allows InCore to trade, hold, transfer and generate digital assets, enabling it to integrate tokenised securities into its multiasset brokerage and custody environment. As a trading participant at BX Swiss (and, by extension, BX Digital within the BX Group), InCore connects directly to the exchange’s order books via professional trading interfaces and OMS infrastructure, executing orders on behalf of its clients and, where mandated, providing market making services. For SwissChain’s tokenised participation shares listed on BX Digital, InCore’s trading architecture serves three listingspecific functions: - Liquidity provision / market making: InCore quotes twosided prices (bid and ask) on BX Digital for SwissChain’s token, within agreed spread and size parameters, to ensure continuous tradability and reasonable market depth. Its role as a B2B trading bank with direct access to BX Swiss’s and BX Digital’s infrastructure allows it to manage inventory, hedge exposures and respond to order flow efficiently. - Execution and custody for investors: Client banks and institutional investors can route orders for SwissChain shares through InCore, using its brokerage services. InCore can also provide custody of the tokenised shares as part of its digitalasset custody service, enabling investors to hold SwissChain tokens in bank custody rather than self-custody wallets, which is essential for many institutional mandates. - Cashflow and corporateaction servicing: Using its Paying Agent Services, InCore coordinates dividend distributions, capital measures and other corporate actions for SwissChain’s shares: it calculates entitlements based on the share register, processes payments via its settlement network and global clearing links, and communicates events and outcomes to investors and intermediaries. InCore’s infrastructure thus provides a single integrated banking interface that covers trading, liquidity provision, custody (where required), and all payment and corporateaction flows for SwissChain’s listed tokenised equity. ## V. Risk Mitigation Mechanics and Residual Risk InCore mitigates several key risks in SwissChain’s BX Digital listing setup. - Regulatory and counterparty risk: As a FINMA-supervised Swiss bank with explicit authorisation to provide digitalasset services, InCore offers a regulated counterparty for trading, custody and paying agent functions, reducing the risk associated with relying on unregulated crypto brokers or offshore entities. - Liquidity and execution risk: InCore’s role as a BX Swiss trading participant and market maker bridges the gap between SwissChain’s tokenised equity and traditional orderflow channels from banks and brokers, supporting sufficient liquidity, tighter spreads and reliable execution quality on BX Digital. - Operational and corporateaction risk: Centralising dividend payments, capital changes and corporateaction processing with InCore’s paying agent desk reduces the risk of missed or misprocessed payments, inconsistent notifications or reconciliation issues between the onchain share register and investors’ records. Residual risks include concentration risk on a single servicing bank—InCore becomes a critical node for liquidity and corporateaction flows—so SwissChain must manage this through SLAs, capacity planning and contingency options (e.g., designation of a backup paying agent or ability to onboard additional market makers if needed). As a B2B bank, InCore does not face retailrun risk, but SwissChain still depends on InCore’s longterm financial strength and strategic commitment to digital assets; adverse changes in InCore’s risk appetite or strategy could affect liquidity or servicing levels. Additionally, while InCore is authorised for digital assets, the market for tokenised equity is still emerging; live liquidity and investor depth will develop over time, so SwissChain should monitor spreads, volumes and participation to ensure its listing meets expectations. ## VI. Integration with SwissChain Stack and BX Digital Listing Path In SwissChain’s end-to-end listing flow, InCore connects the onchain share register (Aktionariat) and regulated trading venue (BX Digital) to traditional banking rails: - Before listing: SwissChain’s participation shares are tokenised via Aktionariat and prepared for admission to BX Digital. In parallel, SwissChain enters into agreements with InCore appointing it as market maker and paying agent for the planned listing. - Postadmission on BX Digital: Once BX Digital admits SwissChain’s tokenised shares to trading, InCore, as trading participant, begins providing quotes and executing trades in the SwissChain order book, acting as liquidity facilitator. Client banks and brokers route orders via InCore, and investors can choose InCore custody for their holdings if desired. - Ongoing operations: - Dividends and distributions: SwissChain wires dividend funds from its treasury bank (e.g., Maerki Baumann) to InCore. InCore calculates entitlements based on the validated share register (Aktionariat), executes payments to investors through its global settlement network, and reconciles cash and position movements. - Capital measures and corporate actions: For capital increases, share splits or other events, InCore prepares documentation, coordinates with BX Digital and SwissChain, handles ISINrelated processes if needed, and ensures that both cash and token positions reflect the new capital structure. - Reporting: InCore provides SwissChain with detailed reports on trading activity (volume, spreads), investor positions (where known via intermediaries) and executed corporate actions, supporting SwissChain’s obligations to BX Digital and regulators. Through this integration, SwissChain can present to listing committees and investors a coherent service chain: - Aktionariat - legally certain tokenised shares and onchain share register. - BX Digital - FINMA-licensed DLT trading facility and secondary market venue. - InCore Bank - FINMA-supervised market maker and paying agent ensuring liquidity and proper servicing of the listed equity. ## VII. Auditability, Supervisory Defensibility and Strategic Implications InCore’s involvement significantly strengthens the auditability and supervisory defensibility of SwissChain’s listing. As a FINMA-supervised bank with explicit digitalasset authorisation, InCore is itself subject to prudential audits, risk management requirements and ongoing supervision, meaning that SwissChain’s key listing functions (liquidity provision and corporateaction handling) are embedded within a regulated institution. External auditors can obtain confirmations from InCore regarding executed payments, outstanding positions and trading volumes, and reconcile these with SwissChain’s financial statements and Aktionariat’s onchain share register. Strategically, appointing InCore as market maker and paying agent allows SwissChain to demonstrate that its BX Digital listing is not merely a technical DLT experiment, but a full capitalmarkets setup aligned with Swiss practice: a regulated trading venue (BX Digital), a regulated servicing bank (InCore) and a legally robust tokenisation layer (Aktionariat). This supports SwissChain’s narrative to investors, listing committees and regulators that its reversemerger and subsequent listing are backed by institutionalgrade banking partners at each critical point of the lifecycle of its equity: issuance, trading, liquidity and cashflow servicing.