Share Tokenization

• Operating business with operational activity in Switzerland. Any type of investment companies are NOT eligible (e.g., the main purpose is to invest in real estate, start-ups or other assets) 
• Swiss registered company limited by shares (Aktiengesellschaft, société anonyme) not a LLC (GmbH, Sàrl) 
• Fully paid-in capital of at least CHF 100’000, paid in with cash or cash equivalents 
• Company needs to own the shares that are sold via the Brokerbot (normally 10%). We assist in the transfer of shares from the existing shareholders to the company by way of donation or capital increase.

1. Rework of the articles of association (needs to be notarized and entered into the commercial registry) 
2. Transfer of existing shares to the company by sale, donation or capital increase 
3. Amendment of existing / signing of new shareholders’ agreement 
4. Resolution of the Board of Directors on the registration agreement 
5. Preparation of common shareholders’ agreement and crowd investment agreement 
6. Obtain a cantonal tax ruling 

• No conversion from GmbH to AG / No capital increase: 2-3 weeks 
• Conversion to GmbH / Capital increase: 4-6 weeks

Normally, your shareholders hold 100% of the shares of your company. From a legal point, the company must first become the owner of shares before they can be sold to the crowd. To achieve that, there are two options: 

• Donation: Your existing shareholders will all donate a part of their shares to the company for free. 
• Capital increase and buy-back: You will do a formal capital increase and the subscribing shareholder(s) will sell the shares back to the company.  

Option (i) (donation) is the easiest option and is included in the LEXR Standard Tokenization. Option (ii) (capital increase) is offered as an add-on. From an economical point of view, both options lead to the same result (dilution of the existing shareholders).  

The shares sold through the Brokerbot are always treasury shares held directly by your company. As company‘s can hold only 10% of their own shares at any given time, you can only sell 10% of the shares at once. However, it is possible to sell more than 10% in sequences (e.g. sell 10% and after they are sold out, sell another 10%). 

You can raise up to CHF 8 Mio. per calendar year without a prospectus in Switzerland. If you wish to raise more, we can assist you with creating a prospectus and getting it approved by the financial market regulatory authorities in Switzerland. 

As long as you stay below the 8 Mio. threshold, you are not legally obliged to disclose any company information when conducting the crowdsale. We recommend disclosing basic financials of your company so investors can make an informed decision. 

Once tokenized, the shareholders will be entitled to view your annual report, income statement and balance sheet in connection with the yearly general assembly.  

It is important to note that your investors become legal shareholders of your company. Therefore, you will need to ensure a proper shareholder management post tokenization. 

• Shareholders’ registry: Each shareholder of tokenized shares will need to register with your company to be entered into the shareholder’s registry. Aktionariat offers a digital dashboard for the shareholders’ registry. 
• Shareholders’ meetings: In most cases, you won’t be able to hold universal shareholders’ meetings anymore. Instead, you will need to adhere to the legal invitation procedures (formal invite with 20 days notice period and list of agenda items). 
• Dividends: Each shareholder has a legal right to receive dividends on a pro rata basis. This means that if you pay out dividends post tokenization, you need to ensure that the respective dividends are paid also to the shareholders of tokenized shares. 
• Subscription right: Each shareholder has a legal right to subscribe to new shares in case of a capital increase. If you intend to do a capital increase post tokenization, you will need first to give the shareholders of tokenized shares the possibility to subscribe to the new shares.