Initial Coin Offerings (ICOs) have shown the potential to revolutionize traditional forms of fund raising, such as Venture Capital and Initial Public Offerings. However, ICOs have a major flaw: They do not convey any enforceable rights to tokenholders. Investors began to notice, and ICO funding dropped significantly.
Tokenholders become shareholders with enforceable dividend and voting rights.
The entire process can be done in weeks. No FINMA no-action letter required.
The transfer of the token equals the transfer of the share. No wet or even digital signature is required.
The tokenization of your shares requires three layers.
Amendment of the articles of association, board member resolution on the share token terms, investor documentation.
On-chain issuance of tokens on the Ethereum blockchain, declare loss functionality, connection with the share register.
With a smart interface, you can manage your share register, dividend payments and voting directly.
We work with trusted IT partner Aktionariat AG for the smart contract and the online share register.
Tailored packages for specific needs
Revision of Articles of Association (LEXR Standard): We fully change the articles of association to the LEXR Standard as required to enable the tokenization (add-on: review and amendment of existing articles).
Shareholders’ Agreement (LEXR Standard for founders): We draft a best practice Shareholders’ Agreement for you which also covers the details regarding the tokenization (add-on: amendment of an existing SHA or a SHA with investors).
Share transfer to company (add-on: capital increase to create new shares).
Registration Agreement: The agreement governing the share tokens.
Common Shareholders‘ Agreement: The agreement with token holders for the drag-along.
Crowd Investment Agreement: The terms under which the crowd can buy tokens.
Regulatory: Advice on public sale in Switzerland up to CHF 8m (add-on: sale to outside of Switzerland or above CHF 8m). Review of disclaimers and website check-up. Advice on marketing activities.
Advice on public sale in Switzerland up to CHF 8m (add-on: sale to outside of Switzerland or above CHF 8m).
Review of disclaimers and website check-up.
Advice on marketing activities.
Taxes: We obtain a tax ruling to ensure that the resale of shares by the company does not lead to profit tax (add-on: personal tax advice for founders or investors)
We obtain a tax ruling to ensure that the resale of shares by the company does not lead to profit tax (add-on: personal tax advice for founders or investors)
Flat Fee: CHF 1’600 (excl. VAT, notary and commercial register fees as well as Aktionariat fees of CHF 3’400). The Standard Tokenization is billed up-front upon signing with LEXR.
Add-ons: The base package will likely not cover all your needs, but we have you covered with the following add-ons (you can find even more offerings here).
Where we do not provide a flat fee, the fees are subject to our competitive hourly rates (Senior: CHF 425/h, Counsel CHF 325/h, Junior CHF 225/h) and billed at the end of the legal execution. All services are subject to our GTC. The packages are payable in advance, and prices exclude VAT.
Want to set up an employee participation plan, but with tokenized shares?
You can now issue the full share compensation package to your employees from day one with a clawback enforced through a smart contract.
Starting from CHF 2’800 for the legal operations (excl. VAT, notary, and commercial register as well as technical implementation fees).
Timeline: Appx. 3-5 weeks
No platform dependency: Your shares are freely tradeable on the Ethereum-blockchain without any intermediaries.
Experience: Work with blockchain experts that have done it before.
All-in-one solution: No prior technical or legal know-how required.
Price certainty and low cost: Flat-fee solution with highly efficient digitized legal processes.
Speed: Fast execution and close collaboration between tech and legal.
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:
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.
We’re a growing team of 30+ legal professionals. Some of our experts include:
Flurin assists companies in regulatory and corporate matters, focusing on issues in Blockchain, DLT, Digital Assets, and FinTech. He particularly supports businesses in tokenizing their shares.
Flurin Albonico, Junior Legal Counsel
Florian advises clients in the fields of Blockchain, DLT, Digital Assets, and FinTech, predominantly focusing his practice on financial market regulation and corporate law matters. He also lectures on legal and compliance issues related to Digital Assets, DLT, and DeFi.
Florian Prantl, Senior Legal Counsel
Marius’ specialty is corporate and commercial law. He works with a variety of VC transactions (particularly convertible loans and equity financing), secondaries, corporate law, employee participation, and corporate governance.
Marius Bättig, Senior Legal Counsel
Christian is an entrepreneur and lawyer with a focus on the intersection between technology and law. He regularly speaks, publishes, and advises on blockchain-related topics and is specialized in financial market regulation.
Christian Meisser, CEO & Legal Expert
Silvan is our tax counsel. He specialises in corporate taxation of fintech, asset management and crypto and has substantial experience in the setup of investment funds, management companies, banks and structured ICOs, stable coins as well as more traditional financial instruments.
Silvan Amberg, Tax Counsel
As part of our regulatory expert team, Nihat advises customers on financial market regulation matters, with a particular focus on anti-money laundering and FinTech enterprises.
Nihat Cingöz, Senior Legal Counsel
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