Regulation and tax

Ledger-based securities: Swiss securities on blockchain

By Claire MonnierPublished 14 November 20268 min read

Ledger-based securities, defined in Articles 973d et seq. of the Swiss Code of Obligations (CO), allow a Swiss company to issue shares or bonds directly on an electronic register, such as a blockchain. The right then exists only in this securities ledger: it can only be asserted and transferred through it. This regime stems from the Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology (DLT), which has applied in full since 1 August 2021.

These articles are one of the three building blocks of the DLT Act. They set out what the ledger must guarantee, who is responsible for it and what the investor gains. They differ markedly from the tokenised shares that the American platform OKXICE intends to offer.

What is a ledger-based security under the Code of Obligations?

Article 973d, paragraph 1, of the Swiss Code of Obligations sets two cumulative conditions. By agreement between the parties, the right is entered in a securities ledger that complies with the law. It can only be asserted and transferred through this ledger.

The CO's vocabulary matters. The issuer, for example the company issuing shares or a bond, is the "obligor". The holder of the security is the "creditor". The ledger plays the role once held by paper: it is the ledger that designates the holder of the right.

The text names no technology: it requires a ledger with specific qualities.

What requirements must the securities ledger meet?

Article 973d, paragraph 2, sets four requirements:

the ledger gives the creditors, and not the obligor, the power to dispose of their rights by technical means;
its integrity is protected against any unauthorised modification by organisational and technical measures, for example joint management by several independent participants;
the content of the rights, the functioning of the ledger and the registration agreement are recorded in the ledger or in accompanying documentation;
each creditor can view their entries and verify their integrity without the intervention of a third party.

The first requirement is central. The issuer cannot itself move its investors' securities. A ledger in which the company retained control over the holdings does not meet the condition.

How does a company issue shares or bonds in this form?

The issue rests first on the registration agreement. Investors accept that their right is entered in the chosen ledger and circulates only through it. This agreement, the content of the rights and the way the ledger functions must be documented.

Technical responsibility remains with the issuer. Under Article 973d, paragraph 3, the obligor ensures that the organisation of the ledger is appropriate to its purpose. Above all, it ensures that the ledger functions at all times in accordance with the registration agreement.

For a Swiss SME, this means choosing an infrastructure, documenting it and monitoring it over time.

What does registration change for the investor?

Article 973e CO governs the effects of the ledger-based security, and it chiefly protects the person who appears in the ledger.

Payment. The obligor is entitled and obliged to perform only towards the person the ledger designates as creditor, against a corresponding adjustment of the ledger.
Discharge. Except in cases of fraud or gross negligence, the obligor is discharged if it pays the registered person on maturity, even if that person is not the actual creditor.
Good-faith acquisition. Anyone who acquires the right from the registered person is protected, even if the transferor had no power to dispose of it, unless they acted in bad faith or with gross negligence.
Limited defences. The obligor may raise only three categories of defences, for example those arising from the invalidity of the entry or of the ledger.

The ledger is therefore authoritative. The flip side is stark: the protection of the good-faith acquirer makes the security of access to the ledger essential for every holder. The following article, 973f, deals with transfer.

Where can ledger-based securities be traded in Switzerland?

Multilateral trading falls under a different law. The DLT Act created the DLT trading facility in the Financial Market Infrastructure Act (FMIA), in Articles 73a et seq. The Swiss Financial Market Supervisory Authority (FINMA) grants this licence.

According to FINMA's page on this licence, the obligation arises if the facility meets at least one of three conditions: admitting retail clients, holding DLT securities in central custody, or clearing and settling transactions. The operator must be a legal entity under Swiss law, with its registered office and head office in Switzerland. An audit by an audit firm precedes the granting of the licence, and the procedure is subject to fees.

On 18 March 2025, FINMA announced the first facility of this kind, operated by BX Digital SA, a sister company of the BX Swiss exchange and a member of the Börse Stuttgart group. According to the authority, the offering targets only supervised participants, generally banks, and BX Digital does not hold the securities in custody. Settlement runs on the public Ethereum blockchain, with a connection to the Swiss Interbank Clearing (SIC) payment system. As detailed on our page on the DLT Act, BX Digital took the name SeturionX on 11 September 2026. SIX Digital Exchange (SDX), part of the SIX group, was for its part licensed in September 2021 via the conventional route of a stock exchange and central securities depository.

Key figures

25 September 2020: Parliament adopts the DLT Act.
18 June 2021: the Federal Council brings the rest of the Act into force and adopts the ordinance.
1 August 2021: the Act and the ordinance apply in full.
4 requirements for a securities ledger (Art. 973d, para. 2, CO).
18 March 2025: first DLT trading facility licensed by FINMA.
63 share symbols in OKXICE's notice dated 4 October 2026, according to Cointelegraph.

How do OKXICE's tokenised shares differ?

OKXICE LLC is the equally owned joint venture between OKX, a cryptocurrency exchange, and Intercontinental Exchange (ICE), parent company of the New York Stock Exchange (NYSE). According to Cointelegraph on 5 October 2026, it notified the Securities and Exchange Commission (SEC), the US securities regulator, of its intention to open a tokenised securities platform. It relies on the temporary innovation exemption that the SEC published in September 2026.

On 12 November 2026, Journal du Coin reported a targeted opening on 23 November, which remains to be confirmed. The platform would operate 24 hours a day, 7 days a week for eligible US clients of OKX. The announced catalogue would include more than 70 securities, including 59 ETFs from the asset manager Direxion.

The legal logic differs from the Swiss model. According to the described operation, each token would represent an existing security, held on a one-for-one basis by a registered broker. The token therefore mirrors a share issued elsewhere. The Swiss ledger-based security, by contrast, is the security itself, issued by the obligor in a ledger of its choosing.

	Ledger-based security (Switzerland)	OKXICE (United States, project)
Legal basis	Art. 973d et seq. CO, in force	SEC innovation exemption
Who creates the security	The issuer, through a registration agreement	A third party, from existing shares
Nature of the token	The security itself	A representation, security held by a broker
Issuer's consent	Required	Issuers may object
Trading	DLT trading facility licensed by FINMA, bank-oriented offering	Restricted-access liquidity pools on X Layer, OKX's network

According to a regulatory filing of 5 November 2026 reported by Journal du Coin, 67 companies reportedly objected to the tokenisation of their securities by third parties, including Meta, Tesla and Netflix. The exchange operator Nasdaq also expressed reservations about trading outside the National Market System, the framework that organises the US equity market.

What are the limits of the Swiss framework?

A market that is still bank-based. The law allows a trading facility open to retail clients, subject to conditions. Yet the first licensed facility targets only supervised participants, according to FINMA.

A burden for the issuer. The obligor is responsible for the proper functioning of the ledger at all times. An SME must therefore master a technology, or a provider, that it does not always control.

Specific technical risks. For BX Digital, FINMA required a business continuity strategy linked to the public blockchain. The regulations also require a review of the source code of the smart contracts.

A national framework. The State Secretariat for International Finance (SIF) points out that Switzerland was one of the first countries to adopt rules for blockchain, on 1 August 2021. This law does not, however, govern foreign platforms such as OKXICE, which are subject to their own authority.

This report is part of our crypto regulation and taxation section.

What we don't know yet

Whether OKXICE will actually open on 23 November 2026, and with which securities: the list of assets tradable from the opening has not been confirmed.
When SeturionX will open trading: its news from June to October 2026 announced neither an opening nor a first transaction.

Sources

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