Share Tokenization

Why tokenize your shares

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.

Tokenized Shares combine the strengths of ICOs and traditional shares

Enforceable rights

Tokenholders become shareholders with enforceable dividend and voting rights.

Quick & low-cost process

The entire process can be done in weeks. No FINMA no-action letter required.

Easy transferability

The transfer of the token equals the transfer of the share. No wet or even digital signature is required.

How Share Tokenization works

The tokenization of your shares requires three layers.

Legal foundation

Amendment of the articles of association, board member resolution on the share token terms, investor documentation.

Smart contract

On-chain issuance of tokens on the Ethereum blockchain, declare loss functionality, connection with the share register.

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.

Share Tokenization process

  1. 1
    Decision-making and open legal questions 

    If you are not sure whether the share tokenization is right for you from a legal perspective or if you have additional questions, we offer a free legal tokenization workshop every other Thursday – you can simply register here.

    If you have special legal requirements or questions beyond that, our experts are also available for a one hour-dive session for a CHF 600 (excl. VAT) flat fee with your team to clarify all outstanding points. You can book the session directly here.

  2. 2
    Signing of offer & kick-off 

    Once you have verified the requirements and are good to go, you sign the offer with Aktionariat and then book a kick-off call with us (included in our Standard Tokenization Flat Fee). In the kick-off call, we will collect all required details from you to prepare the documents and verify whether the Standard Tokenization Flat Fee is sufficient or whether we need add-ons (see below for the exact scope and add-ons). 

  3. 3
    Legal execution & tokenization 

    We then prepare all the required legal documents for you, assist with the corporate actions, advise on the crowdfunding and obtain a tax ruling for you (see exact scope and add-ons below). Once we are done with all legal details, we will hand over to Aktionariat who implements the technical solution, and you are ready to sell your shares to the public. 

    After the handover to Aktionariat, we will invoice the add-ons that are billed on an hourly basis (if any, see below). 

Share Tokenization fees

Tailored packages for specific needs

LEXR Standard Tokenization

Corporate Law: 

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.


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)

 

Flat Fee: CHF 1’600 (excl. VAT, notary and commercial register fees as well as Aktionariat fees of CHF3’400). The Standard Tokenization is billed up-front upon signing with LEXR.

 

LEXR Tokenization Add-ons 

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).

  • Incorporation: If you don’t have a company in place, we help you with any incorporation (flat fee from CHF 500, billed up-front pre tokenization). 
  • Conversion (GmbH to AG): If you need to convert your GmbH to AG, we help you with the conversion (flat fee CHF 2’500, billed up-front pre tokenization). 
  • Convertibles and/or other capital increase for new shares: If you have outstanding convertible loans or need to execute a capital increase to issue new shares we help you by providing all documents necessary (flat fee on request). 
  • Shareholders’ Agreement with Existing Investors: If you have a shareholders’ agreement with existing shareholders in place, we help you with amending it accordingly to enable tokenization. 
  • Partizipationsscheine: If you wish to tokenize Partizipationsscheine we can do this as well and provide you with all documents needed. 
  • Existing Articles of Association required: If you wish to keep your own existing articles, we help you with the necessary amendments to enable tokenization with your own set of articles. 
  • Additional tax advice: If you require additional tax advice we help you find the best tax setup. 

 

Where we do not provide a flat fee, the fees are subject to our competitive hourly rates (Senior: CHF425/h, Counsel CHF325/h, Junior CHF225/h) and billed at the end of the legal execution. All services are subject to ourGTC. The packages are payable in advance, and prices exclude VAT. 

Other Options

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

Why choose us?

1

No platform dependency: Your shares are freely tradeable on the Ethereum-blockchain without any intermediaries.

2

Experience: Work with blockchain experts that have done it before.

3

All-in-one solution: No prior technical or legal know-how required.

4

Price certainty and low cost: Flat-fee solution with highly efficient digitized legal processes.

5

Speed: Fast execution and close collaboration between tech and legal.

Share Tokenization frequently asked questions

About us

We’re a growing team of 20+ legal professionals – our regulatory experts include:

  • 1

    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

  • 2

    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

  • 3

    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

  • 4

    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

  • 5

    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

  • 6

    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

  • 7

    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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