Tokenised fund structuring in Switzerland sits at the intersection of the country's asset-management regime, its progressive token taxonomy (the classification of digital tokens as payment, utility or asset instruments), and the cross-border requirements of investors who increasingly expect both on-chain exposure and institutional-grade structure. The correct answer for a given manager turns on four variables: the asset mix, the investor base, the redemption mechanics and the manager's own regulatory footprint. Get any one of them wrong and the chosen vehicle either attracts regulatory requirements the manager cannot meet or excludes the investors the strategy depends on.
Switzerland offers genuinely distinctive infrastructure for this work. FINMA, the Swiss Financial Market Supervisory Authority, has published considered guidance on token classification and applies it consistently. Swiss contract law accommodates tokenised securities. The Swiss franc banking environment – while selective – remains accessible for well-structured vehicles. And Switzerland's network of double-tax treaties is among the deepest in the world, a material advantage when the fund's investors span multiple domiciles. This page sets out the regulated basis for tokenised fund structuring, the practical process and its interaction with tax and banking, and the decision points that determine whether Switzerland is the right answer for a given build.
Why Switzerland Is a Serious Jurisdiction for Tokenised Funds
Switzerland is a serious jurisdiction for tokenised fund structuring because FINMA's token taxonomy gives issuers and managers a predictable classification regime, and because Swiss law has been adapted – through successive reforms – to treat distributed-ledger-based rights as legally cognisable assets. That combination is rarer than it appears. Most jurisdictions with strong asset-management regimes still lack settled law on the property status of digital tokens. Switzerland does not have that gap.
The DLT Act – the suite of amendments to the Swiss Code of Obligations and other statutes enacted to accommodate distributed-ledger technology – introduced uncertificated ledger securities (registered rights that exist on a DLT ledger without a physical certificate). This enables genuine on-chain representation of fund interests rather than merely a side-ledger pointing at a traditional register. For managers building institutional products, the distinction matters: investors increasingly want the economic rights and the on-chain record to be the same instrument, not a wrapper around a wrapper.
FINMA's established token taxonomy further clarifies how a fund's assets – and any tokens it issues to investors – are likely to be characterised. Asset tokens, which confer rights analogous to equity, debt or participation, are treated as securities and attract the full regulatory perimeter. Payment tokens used operationally within a fund structure sit in a different category. The distinction drives both the licence analysis and the prospectus obligations.
In our practice, managers who approach Switzerland having already built a structure elsewhere often discover that their existing vehicle classification does not map cleanly onto Swiss characterisation. That mismatch – not the cost or the timeline – is typically the point at which a restructuring mandate begins.
What Is the Regulated Basis for a Tokenised Fund in Switzerland?
The regulated basis for a tokenised fund in Switzerland is the Collective Investment Schemes Act (CISA), administered by FINMA, which governs the formation, management, distribution and custody of collective investment schemes, including those with digital-asset exposure. FINMA may require a fund manager to hold an asset management licence, a fund management authorisation, or – depending on the vehicle and the strategy – a banking or securities firm licence under the FinSA/FinIA framework.
The relevant licence routes under FINMA include:
- The asset manager of collective investment schemes authorisation under FinIA, which applies to managers of Swiss-domiciled funds and, in some configurations, to managers of foreign funds distributed in Switzerland.
- The fund management company authorisation under CISA, which enables a Swiss entity to act as the legal fund manager for a regulated collective investment scheme.
- The fintech licence, which covers a narrower operational scope and is relevant where a manager holds client assets below a defined threshold but does not seek full banking status.
- An SRO affiliation (self-regulatory organisation), which satisfies the AML/CFT obligations that run alongside every financial intermediary classification in Switzerland.
The applicable route depends on the manager's scope of activities, the fund's investor base (qualified investors only vs. broader distribution), and whether the vehicle is a Swiss-domiciled fund or a foreign-domiciled fund distributed into Switzerland. Each combination produces a different regulatory burden and a different cost structure.
Tokenised fund structures also engage the FINMA guidance on token classification. Where the fund issues participation tokens to investors, those tokens are likely to be characterised as asset tokens – and therefore as securities – triggering prospectus obligations under FinSA and, in a cross-border distribution, the prospectus requirements of the jurisdictions in which investors are domiciled.
CTA #1The process described above is the standard path. Your facts – the entity, the investor base, the asset mix, the redemption profile – change the analysis substantially. A misclassification at the outset redirects the entire structuring effort. For a scoped assessment of your fund's positioning under the FINMA regime, contact OBOLUS at Map your options.
Which Swiss Fund Vehicles Accommodate Tokenised Assets?
The Swiss fund vehicles most commonly used for digital-asset and tokenised strategies are the Limited Partnership for Collective Investment (LPCI), the Contractual Fund, and the SICAV (Société d'investissement à capital variable). Each has a different legal personality, governance structure and regulatory classification, and the choice among them is rarely neutral from a tax or investor-access perspective.
The LPCI is the structure most frequently reached for in the context of digital-asset venture and private-equity-adjacent strategies. It is familiar to institutional investors. It permits a carried-interest waterfall. It restricts participation to qualified investors, which removes the most onerous of the distribution-facing regulatory requirements. For managers whose investor base is institutional and whose assets are illiquid or semi-liquid tokens, the LPCI is generally the starting point for analysis.
The Contractual Fund – managed by a FINMA-authorised fund management company – is more commonly used where the asset mix is liquid and mark-to-market pricing is operationally achievable. Tokenised public securities or liquid crypto-asset portfolios fit more naturally here than private placements or protocol-native tokens with restricted transferability.
The SICAV accommodates variable capital and is familiar to European institutional investors in a way that makes distribution into EU markets somewhat more tractable. Under the current regime, a Swiss fund seeking to distribute into the EU still faces the third-country manager requirements of the relevant AIFMD framework. That requirement does not disappear by reason of Swiss domicile; it must be managed through the national private-placement regime of each target member state or through a parallel EU vehicle.
In our cross-border practice, we regularly advise managers who attempt to use a single Swiss vehicle for both Swiss and EU qualified investors without accounting for the AIFMD third-country layer. That approach creates compliance exposure at the distribution stage rather than the formation stage – which means the problem surfaces later, and at greater cost.
What Does the FINMA Authorisation Process Look Like in Practice?
The FINMA authorisation process for an asset manager of collective investment schemes requires a formal licence application supported by documentation covering the applicant's ownership structure, governance arrangements, risk management framework, compliance function, AML/CFT controls and – critically for tokenised strategies – the custody arrangements for digital assets. FINMA applies substantive scrutiny to each of these elements; the process is not merely administrative.
The pre-application phase – during which the applicant assembles its legal and compliance documentation, agrees on its governance model and establishes its SRO affiliation – typically takes several months, depending on the complexity of the ownership chain and the novelty of the digital-asset exposure. FINMA's review period following a complete and well-prepared submission is a matter of months, though complex structures or novel token characterisation questions can extend this. Incomplete applications almost universally result in requests for further information that reset the clock.
Key documentation elements for a tokenised fund authorisation include:
- A clear description of the token classification position (asset / payment / utility) and the basis for that classification under FINMA guidance.
- A custody solution that satisfies FINMA's asset-safeguarding expectations – which, for digital assets, requires either a FINMA-supervised custodian or a structure that FINMA accepts as equivalent. See the discussion of custody below.
- A valuation policy for illiquid or thinly traded tokens, addressing the methodology and the frequency of NAV calculation.
- AML/CFT policies that address the specific risks of blockchain-based assets, including on-chain transaction monitoring and Travel Rule compliance where the fund transacts through a VASP.
- A prospectus or key investor information document (if required by the applicable CISA category) that discloses the tokenisation mechanics and their legal effect.
Managers who approach this process without having resolved the token classification and custody questions in advance invariably extend their timelines. FINMA will not authorise a fund for which the custody arrangement remains conceptual.
How Does Switzerland's Tax and Banking Environment Interact With a Tokenised Fund?
Switzerland's tax environment for tokenised funds is materially shaped by the combination of its broad double-tax-treaty network, its withholding-tax regime on investment income, and the structural treatment of fund vehicles for Swiss tax purposes. The interaction is consequential: the wrong vehicle choice can produce withholding tax leakage that a comparable Cayman or Luxembourg structure would avoid, or it can limit access to treaty benefits that make Swiss domicile genuinely attractive to an international investor base.
For the LPCI, Swiss federal and cantonal tax treatment generally follows the flow-through logic familiar to limited-partnership investors: the fund itself is not a taxable person, and income and gains flow to investors in their home jurisdictions. Treaty access for individual investors then depends on each investor's own domicile and the applicable treaty. This structure is competitive for institutional investors in treaty-network countries and relatively straightforward to explain to investors' own tax advisors.
Withholding tax on Swiss-source income distributed by a Contractual Fund or SICAV requires careful structuring. The Swiss withholding-tax reclaim process is administratively manageable for institutional investors but creates friction for smaller investors or those in jurisdictions without a Swiss treaty. Managers targeting a mixed investor base should model this before choosing between the LPCI and a corporate-form vehicle.
The banking dimension is equally material. Swiss banks that serve digital-asset fund managers exist – and several have developed considered onboarding frameworks for tokenised strategies – but the process is selective. Banks apply their own risk appetite to the underlying asset mix, the investor base's KYC profile, and the degree of on-chain activity involved. A fund whose assets include DeFi protocol exposures or tokens from anonymous issuers will face more intensive bank-onboarding scrutiny than one holding tokenised versions of traditional securities.
In our experience, managers who treat the bank-onboarding process as a post-authorisation problem rather than a pre-structuring constraint sometimes find that the chosen vehicle and asset description do not match the bank's current risk appetite. We have seen mandates restructured at an advanced stage because the banking relationship was not stress-tested at the outset. The correct approach sequences the banking conversation alongside – not after – the FINMA application.
CTA #2If a prior application stalled, or if a bank has declined to open an account for the fund, a second-read analysis can identify the structural issue and the route forward. Write to OBOLUS at Map your options to scope a review.
How Does a Swiss Tokenised Fund Interact With Cross-Border Regulatory Requirements?
A Swiss tokenised fund immediately engages the regulatory requirements of every jurisdiction in which it accepts investors or markets itself. Switzerland's third-country status relative to the EU means that distribution into EU member states requires compliance with the national private-placement regime of each target state under the AIFMD framework – there is no single-passport mechanism available to a Swiss manager at present. Distribution into the UK, the US, Singapore or Hong Kong each carries its own overlay.
In the US context, a Swiss fund manager with US investors will need to consider whether it falls within the investment-adviser registration thresholds of the Investment Advisers Act or qualifies for a relevant exemption, and whether the fund interests constitute securities for purposes of the Securities Act. These questions turn on the number and type of US investors, not on the fund's Swiss domicile.
For EU-based investors, the practical approach in the current environment is typically to restrict the Swiss vehicle to non-EU qualified investors and to build a parallel EU-domiciled vehicle – most commonly in Luxembourg or Ireland – for EU institutional capital. The two vehicles may share investment management and co-invest on the same terms, but they operate under distinct regulatory regimes. Switzerland is not, in this configuration, a substitute for an EU licence; it is a complement to one.
The Travel Rule – the obligation to pass originator and beneficiary data with a digital-asset transfer, as required under FATF Recommendation 15 and its local implementations – applies when the fund transacts through a regulated VASP. Swiss VASPs are subject to Travel Rule obligations. The fund's AML policies must address how it identifies the beneficial ownership of the counterparties in token transactions and how it handles transfers where that information cannot be obtained. FINMA expects these questions to be resolved in the authorisation documentation, not deferred.
Which Fund Profile Is Best Suited to a Swiss Domicile?
The decision whether to domicile a tokenised fund in Switzerland rather than in an alternative hub turns on a set of connected factors that must be assessed together rather than in isolation. The following profiles reflect the analysis we apply in practice.
Profile A: Institutional manager with a qualified-investor mandate and an asset mix of tokenised securities. The LPCI structure under CISA, combined with an asset-manager-of-CIS authorisation from FINMA, is likely the strongest fit. The legal infrastructure for tokenised securities is mature. The treaty network serves an institutional investor base well. Banking access for a strategy with recognisable underlying assets is achievable. Timeline to authorisation is a matter of months for a well-prepared application.
Profile B: Emerging manager building a liquid crypto-asset strategy with a mixed investor base including EU investors. Switzerland works as part of a dual-vehicle architecture. The Swiss LPCI or Contractual Fund serves non-EU investors. A Luxembourg or Irish AIF serves EU investors. The management functions can be centralised in Switzerland. The additional cost of the dual structure is real but typically justified by the combined investor addressable market. Banking requires early engagement; digital-asset-active Swiss banks are a limited set.
Profile C: Manager seeking to tokenise a real-asset or private-equity strategy and distribute to family offices and high-net-worth qualified investors. Switzerland is competitive here. The LPCI's qualified-investor restriction removes the distribution regulation burden. The DLT Act's uncertificated ledger security framework gives the tokenisation legal footing. The double-tax-treaty network serves a globally dispersed family-office investor base. The key variable is FINMA's comfort with the valuation methodology for illiquid underlying assets.
No domicile is optimal for all profiles. A common error is selecting Switzerland on the basis of its tax reputation alone without modelling the FINMA authorisation cost, the banking access reality and the EU-distribution constraint. Equally, dismissing Switzerland because of its perceived conservatism misses the genuine legal infrastructure advantage for tokenised-securities strategies that FINMA has built over the past several years.
A Micro-Matter: Cross-Border Restructuring of a Misfiled Structure
In a recent structuring mandate, an asset manager had established a Cayman Islands fund vehicle for a tokenised private-equity strategy but found, after launching, that its target investor base – Swiss and German family offices – required a EU-recognised or treaty-advantaged structure to satisfy their own investment mandates. The existing vehicle could not be distributed into the relevant jurisdictions without triggering AIFMD private-placement registration in each target state, and the Cayman structure offered none of the treaty-network benefits that the investor base required. We advised on the parallel formation of a Swiss LPCI under CISA, mapped the asset transfer process, addressed FINMA's documentation requirements for the digital-asset holdings, and coordinated with allied counsel in the relevant jurisdictions on the EU private-placement filings. The Swiss vehicle launched within the financial year. The Cayman vehicle was retained for non-EU, non-Swiss investors, producing a two-vehicle architecture that matched the investor base to the appropriate domicile.
Self-Assessment: Is Switzerland the Right Domicile for Your Tokenised Fund?
Before committing to a Swiss domicile, a manager should be able to answer the following questions with reasonable confidence. If any of them produce an uncertain answer, that uncertainty should be resolved at the structuring stage – not after the authorisation application is filed.
- Have the fund's token exposures been classified under FINMA's asset/payment/utility taxonomy, and has that classification been stress-tested against the rights the tokens actually confer?
- Is there an identified Swiss-supervised custodian willing to hold the specific digital assets in the fund's strategy, or has FINMA indicated it will accept an alternative custody arrangement?
- Has the target investor base been screened against the third-country distribution requirements of each investors' home jurisdiction, and is there a plan for any jurisdiction that requires a separate vehicle or registration?
- Has at least one Swiss bank that serves digital-asset fund managers confirmed in principle that it would open accounts for the proposed structure and asset mix?
- Has the fund's valuation policy for illiquid or novel tokens been documented to a standard that FINMA and the fund's auditors will accept?
- Has the manager's own regulatory footprint – and whether it needs a FinIA asset-management licence, a CISA fund-management authorisation, or only an SRO affiliation – been determined?
A manager who can answer all six questions affirmatively is in a strong position to begin a formal FINMA application. A manager who cannot should resolve the open points before filing, because FINMA's review period is measured from a complete submission.
Related at OBOLUS
- Funds and investment vehicles for digital-asset businesses – The full practice overview covering vehicle selection, regulatory interaction and cross-border fund structures.
- Fund domicile selection: a cross-jurisdiction comparison – A comparative analysis of Switzerland, Luxembourg, Cayman, BVI and Singapore for digital-asset fund managers.
- Digital-asset custody licensing under heightened scrutiny – How custody regulation affects fund structure and what FINMA and peer regulators currently expect.
FAQ
Where should a crypto fund be domiciled?
The right domicile depends on the fund's asset mix, its investor base and the manager's own regulatory position. Switzerland is well-suited to institutional tokenised-securities strategies with a qualified-investor mandate and a non-EU investor base; Luxembourg or Ireland may be needed alongside it for EU distribution. Cayman or BVI remain common for structures targeting non-European institutional capital where speed and simplicity of formation are priorities. No single domicile is universally optimal.
Does a digital-asset fund manager need a licence?
In Switzerland, a manager of a collective investment scheme with digital-asset exposure will generally need either an asset-manager-of-CIS authorisation or a fund-management-company licence from FINMA under the FinIA/CISA framework, as well as an SRO affiliation for AML purposes. The applicable route depends on the fund's structure and distribution scope. Managing a private vehicle for a small group of co-investors may qualify for an exemption, but the exemption conditions require careful analysis against the fund's actual activities.
How is custody arranged for a crypto fund?
Custody of digital assets for a FINMA-supervised fund must be arranged with a custodian that meets FINMA's asset-safeguarding expectations. For crypto-native assets, this typically means a FINMA-licensed bank or securities firm with a qualified custodian function, or a structure that FINMA has confirmed it will accept. The custody question must be resolved before the FINMA authorisation application is filed; a conceptual or unconfirmed custody arrangement will delay or block the authorisation. Managers should engage potential custodians early in the structuring process.
OBOLUS is an independent digital-asset law boutique acting only for businesses. We advise exchanges, custodians, token issuers and funds on licensing across 70+ jurisdictions, on disputes and on-chain asset recovery across 25+ forums, and on the tax, banking and compliance work that sit around them. Digital assets are the whole of our practice. We match domicile to investor base, asset mix and redemption profile, and we structure licensing, banking and tax as one mandate rather than three disconnected workstreams. To discuss your fund structure, contact info@oboluslaw.com.
By Lydia Brennan, Tax & Structuring Analyst – specialising in cross-border fund structuring, token-related tax analysis and entity selection for digital-asset investment vehicles across Swiss, EU and offshore regimes.
This publication is general information about the law and does not constitute legal advice. It is not a substitute for advice tailored to your circumstances. OBOLUS accepts no liability for action taken or not taken on the basis of this material. For advice on your situation, contact info@oboluslaw.com.