A capital increase brings fresh money into a company limited by shares (SA) in Switzerland, in exchange for new shares. It is the mechanism behind a funding round: the money goes into the share capital, in return for stakes in the company. The rules governing the SA are set out in the Code of Obligations (CO), published on the federal Fedlex platform. This page sticks to what our sources establish: the mechanism, its effects on shareholders and dated examples.
The capital increase is one piece of the path to raising funds in Switzerland, with its stages and its players. Here, a single question: what happens when an SA creates shares to welcome new investors.
The legal forms, the procedure and the costs are not covered in our sources. The section "What we don't know yet" explains this in detail.
What is a capital increase of an SA?
A capital increase brings equity to the company, in return for new shares. The investors become shareholders, alongside the founders and the existing shareholders.
It differs from a sale of existing shares. A minority stake can come with an injection of fresh money into the company, or result from a purchase of existing shares. Only the first case strengthens the company's coffers. The announcement by LTY and Akiden Ventures, in October 2026, did not specify which of the two forms had been chosen.
It also differs from a grant or a partnership. A grant from Innosuisse, the Swiss Innovation Agency, finances a start-up without taking a stake. A commercial partnership brings no equity, even when announced on the same day as a funding round.
| Transaction | A shareholder enters the capital | What the company receives |
|---|---|---|
| Capital increase (funding round) | Yes | Equity, in return for new shares |
| Purchase of existing shares | Yes | No fresh money |
| Grant, for example from Innosuisse | No | Financing, without taking a stake |
| Commercial partnership | No | No equity |
How does a capital increase dilute shareholders?
Every capital increase reduces the stake of the existing shareholders, because the total number of shares grows. A fictitious example, in francs, shows the calculation for a young Swiss SA.
- The founders hold 100,000 shares.
- An investor contributes 1 million francs on a valuation of 4 million before the investment.
- The price per share is 40 francs, i.e. 4 million divided by 100,000 shares.
- The company creates 25,000 new shares, for a total of 125,000 shares.
- The investor holds 20%; the founders go from 100% to 80%.
The price of the new shares follows from the negotiated valuation. Our page on the pre-money valuation of a startup details this calculation and the methods behind it.
Dilution accumulates from one increase to the next. In the example, a fund then contributes 3 million francs on a valuation of 12 million. The price rises to 96 francs per share, the company has 156,250 shares, and the founders now hold only 64%.
A smaller stake can nevertheless be worth more. The founders' 64% is worth 9.6 million francs on paper, compared with 4 million before the first round. Conversely, a round at a lower price per share than the previous one increases dilution.
What rules govern capital increases in Switzerland?
The law on the SA falls under the Code of Obligations, which Fedlex lists among its selected texts. Company law formalities, such as amending the articles of association, can be found in this code.
The new shares can take a digital form. Since 1 February 2021, amendments to the CO have made it possible to introduce ledger-based securities recorded on a blockchain. This is the legal basis for tokenising the shares of an SA.
The digital form adds obligations. For the Swiss Financial Market Supervisory Authority (FINMA), a token that represents a share is a security. According to FINMA, this classification generally entails obligations under the CO, for example the obligation to draw up a prospectus.
What do recent Swiss funding rounds show?
The announcements of October 2026 show capital increases of very different sizes. They rarely publish the details.
- On 21 October 2026, Lausanne-based Sonexos announced 5 million francs in a pre-Series A, a round led by Valquest Partners with Bosch Ventures. Fadi Noureddine, managing partner of Valquest Partners, joins its board of directors.
- On 19 October 2026, Basel biotech Nouscom closed a Series D of 135 million dollars. All the existing investors followed.
- Lugano-based xFarm Technologies partly financed an acquisition through a bridge round with BlackRock, presented as a direct investor. No amount was disclosed.
These examples follow the stages described in our page on the seed funding round and the Series A. Other cases can be found in our section on startup funding rounds.
To put these amounts in context, Swiss start-ups received a record 3.1 billion francs in venture capital in 2021, according to startupticker.ch. More recent figures appear in the Swiss Venture Capital Report, which our sources do not cover.
What should you look at before opening up your SME's capital?
For an SME, a capital increase is judged on three questions: how much, who leads the round, and for what purpose. They apply to a first round as well as to a later series.
- The stake given up: it depends on the amount raised relative to the agreed valuation.
- Governance: the lead investor may join the board of directors, as at Sonexos.
- The existing shareholders: their decision whether or not to follow weighs on the round, as at Nouscom.
- The form of the shares: tokenised shares entail obligations specific to securities.
Key figures
- 1 February 2021: entry into force of the amendments to the CO that allow ledger-based securities recorded on a blockchain.
- 25,000 new shares at 40 francs for 1 million francs: the founders' stake falls to 80% (fictitious example).
- 64%: founders' stake after two rounds of 20% each (fictitious example).
- 5 million francs: Sonexos's pre-Series A, announced on 21 October 2026 (Startupticker).
- 135 million dollars: Nouscom's Series D, announced on 19 October 2026 (Startupticker).
- 3.1 billion francs: record venture capital invested in Swiss start-ups, in 2021 (startupticker.ch).
What we don't know yet
- The forms of capital increase: none of our sources describes the ordinary increase, the capital band or conditional capital.
- The procedure: the role of the general meeting, the notarial deed, the commercial register and the Swiss Official Gazette of Commerce (SOGC) is not detailed.
- The costs: our sources put no figure on either notary fees or commercial register fees.
- The number of capital increases carried out each year by Swiss SAs: it does not appear in our sources.
The text of the Code of Obligations, published on Fedlex, remains the reference for these questions. This information describes a mechanism and does not constitute legal or financial advice.
Sources
- Fedlex, publication platform for federal law
- Startupticker.ch, announcements by Sonexos, Nouscom, xFarm Technologies and LTY (October 2026), via our articles
- FINMA, practical guide on initial coin offerings (16 February 2018), via our feature on tokenisation
