SWITZERLAND Law and Practice Contributed by: Oliver Widmer and Niku Gholamalizadeh, Pestalozzi
• and asset tokens (representing debt or equity claims on the issuer). This token categorisation and the treatment of tokens by FINMA are rather straightforward from the perspec- tive of the Swiss financial market laws. FINMA’s focus is on the economic function and purpose of a token (substance over form), and follows the principle of “same risks, same rules”, while taking into account the specific features of each project. There is no crypto-specific regulatory framework in Switzerland. Existing financial market laws apply on a technology-neutral basis, with the 2021 DLT Act fill- ing identified gaps. Depending on the business mod- el, the Banking Act, the FinIA, the Financial Market Infrastructure Act (FMIA), the Collective Investment Schemes Act and/or the AML Act may apply. Any activity crossing defined thresholds, such as accepting public deposits, operating a trading plat- form, managing assets, or providing payment servic- es, triggers licensing requirements. AML obligations apply broadly to anyone professionally transferring or managing crypto-assets. No specific crypto activities are outright prohibited, but operating without the required licence is unlawful. No major crypto-specific regulations have recently come into force recently, but a significant domestic development is underway. In October 2025, the Fed- eral Council opened a consultation on a proposed amendment to the FinIA, aimed at improving condi- tions for innovative fintech business models, enhanc- ing Switzerland’s attractiveness as a financial centre, and implementing international standards. The Fed- eral Council proposes introducing two new categories of financial institutions under the FinIA: • Payment Institutions, replacing the existing “fintech licence” under the Swiss Banking Act (BankA); and • Crypto Institutions, authorised to provide custody, trading and other services relating to crypto-based assets with trading characteristic.
Additionally, payment institutions are granted exclu- sive authority to issue stable, crypto-based means of payment. The consultation ran until February 2026, with the proposed regulation targeting stablecoins and crypto- assets specifically. 2.3 Regulated Firms and Legal Wrappers The regulatory consequences do not fundamentally change merely because the activity is carried out through a legal wrapper, such as a fund or regulated firms and/or investment funds with exposure to cryp- to-assets. In the absence of specific legal definitions for a specific digital asset (eg, DLT-based securities or crypto-assets), digital assets must be classified according to the categories provided for traditional assets. In line with the principle of technology neutral- ity, the existing rules applicable to traditional asset categories must also be applied by companies oper- Switzerland has a well-established initial coin offer- ing (ICO) industry. Before launching, project owners must assess which Swiss financial market laws apply, as an ICO may trigger licensing requirements under the Banking Act, the FinIA, the FMIA, the Collective Investment Schemes Act and/or the AML Act. The applicable requirements depend heavily on how the token is classified, as a payment, utility or asset token. There are no mandatory white paper requirements specific to crypto-asset issuances in Switzerland. However, if the tokens qualify as securities, the Financial Services Act’s prospectus requirements may apply. Marketing materials must comply with the Swiss Unfair Competition Act, and if tokens qualify as collective investment schemes, the Collective Invest- ment Schemes Act’s disclosure rules apply. For any significant issuance, obtaining a binding tax ruling and conducting a pre-assessment with FINMA is consid- ating with digital assets. 2.4 Token Issuance
ered best practice. 2.5 Market Abuse
Switzerland’s market abuse framework is set out in the FMIA, which prohibits insider trading (Article 142 FMIA) and market manipulation (Article 143 FMIA).
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