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 20+ legal professionals – our regulatory experts include:
Florian advises clients in 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, Legal Counsel
Marius’ practice focuses on corporate and commercial matters in particular startup financing and VC. He also supports tokenizations with regard to its corporate implications. Marius’ approach is always hands-on, and decision-maker-focused.
Marius Bättig, Legal Counsel
Christian is an entrepreneur and lawyer focusing on the intersection between technology & law. He regularly speaks, publishes, and advises on blockchain-related topics and is specialized in financial market regulation.
Christian Meisser, CEO & Legal Counsel
Irina works primarily in the area of corporate and financial markets regulation, where she focuses on internal processes, drafting legal documents, and assisting with various legal projects. Her focus is mainly on corporate law and tokenization support.
Irina Komnenic, Junior Legal Counsel
With his expertise in financial market regulation, Max supports corporate clients in their fiat or crypto-related endeavours. Furthermore, he is familiar with the regulatory and AML-related duties of Swiss and European financial institutions and the every-day application of corporate law.
Maximilian Krähenbühl, Legal Counsel
Silvan is supporting LEXR as a freelance tax counsel. He specialises in corporate taxation of fintech, asset management and crypto. He has helped to set up investment funds, management companies and banks and structured ICOs, stable coins as well as more traditional financial instruments.
Silvan Amberg, Tax Counsel
Nihat’s professional practice is focused on corporate and commercial law and financial market regulation. He also worked for the Swiss Financial Market Supervisory Authority FINMA in Bern where he gained valuable experience.
Nihat Cingöz, Legal Counsel
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