In September 2020, the Swiss Parliament approved the new regulations for Blockchain and Distributed Ledger Technology (DLT Framework). Thereby, Switzerland has taken a further step to remain a key jurisdiction for FinTech, Blockchain and DLT Technologies and respective projects.
February 1st the new legal framework started into force: The issuance of the newly introduced DLT-securities shall be possible. In August 2021, the remaining parts of the new regulations shall enter into force.
This new DLT Framework delivers advanced regulatory solutions and specific amendments in key areas, namely Civil Law, Insolvency Law and Financial Market Law, but also Anti-Money laundering regulation and International private law. These changes will bring increased legal certainty and remove obstacles surrounding blockchain applications, as well as reduce the risk of abuse.
In a nutshell, the core DLT activities that will benefit from the new DLT Framework are the following:
(Security) Token Exchanges: Introduction of a new license type for trading venues focusing on digital assets (DLT Trading Facilities)
Custody Service Provider: Clearer and lighter regulatory regime for digital asset custody providers
Security Token Issuer: Introduction of a Civil law concept for digital securities (“asset token”), enabling the creation and transaction of digital uncertificated securities in a DLT ecosystem without legal uncertainties.
NEW DIGITAL SECURITIES (DLT UNCERTIFICATED REGISTER SECURITIES)
Under the existing legal framework, the Civil law treatment of “security token” has created uncertainty. To solve this, the new law introduces a new type of digital securities as of 1 February 2021, the so called “Uncertificated Register Securities” (Registerwertrechte). Alongside, new rules for corporations looking to issue shares in a tokenized form are being released. The goal of the legislator is to allow for a stable and legally robust tokenization of rights, through the electronic registration of rights, that entails the same protection and functionality as a security.
To create those Uncertificated Register Securities parties must meet a certain set of requirements put forth in the Code of Obligation:
The register must through technical means grant only the creditors the power to dispose over their rights, excluding the debtors.
The information regarding the content, functionality and agreement of the register must either be saved on the register itself or linked to the associated data.