Crypto License in Switzerland
The Swiss Financial Market Supervisory Authority (FINMA) is responsible for the overall integrity of the crypto-related activities carried out in Switzerland. The authority, among other responsibilities, grants crypto licences and monitors compliance with the AML regulations.
The most progressive cantons strive to attract and accelerate the growth of crypto companies by fostering a collaborative ecosystem. For instance, Zug-based Crypto Valley Association facilitates collaboration between the market participants and authorities mainly through networking events, education, working groups and production of relevant content.
Due to the intense support provided by the association, today the canton of Zug prides itself in having 14 blockchain unicorns – companies with a valuation of over 1 bln. USD (over 932 mill. EUR). If you’re an aspiring crypto license, applying for the membership is worth your consideration as it will open doors to one of the most advanced and influential blockchain communities.
Switzerland crypto license
CRYPTO LEGISLATION IN SWITZERLAND
The Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology (the DLT Act) is one of the main Swiss laws determining how crypto activities must be carried out in Switzerland. It stipulates rules for crypto licensing, trading, anti-money laundering, financial market infrastructure for trading cryptocurrencies and bankruptcy. In essence, the DLT Act underlines the aim to protect integrity and stability of the Swiss financial market where blockchain companies are liable for any damage made to the investors which may be caused by misleading information or a breach of legal requirements.
The DLT Act names the Swiss National Bank as the protector of the stability of the financial market infrastructure. Its responsibilities include overseeing such financial market participants as DLT trading facilities, central securities depositories and payment systems in accordance with the Financial Market Infrastructure Act. Upon request of the Swiss National Bank, every regulated company must be prepared to provide all information and documentation required to identify risks threatening the stability of the financial market system.
According to the following legislation, certain crypto companies operating in or from Switzerland are legally required to abide by AML rules:
- Anti-Money Laundering Act
- Anti-Money Laundering Ordinance
- FINMA Anti-Money Laundering Ordinance
AML legislation usually applies when client assets are moved to the accounts of the crypto company or when payment transactions, currency exchange, asset based lending or leasing, private wealth management and issuance of payment instruments are included in the crypto business model.
The following crypto tokens are recognised and regulated by the Swiss authorities:
- Payment tokens – a means of electronic payment that can be used for monetary value transfer (e. g. Ether and Bitcoin)
- Asset-backed tokens – backed by tangible assets and often issued during the security token offering (STO) stage to raise funds
- Debt tokens obligate the issuer to repay all or part of the investment and pay interests
- Equity tokens don’t obligate the issuer to repay the investment but the token holder is entitled to a cash payment
- Participation tokens don’t obligate the issuer to repay the investment but the token holder is entitled to a proportional share of the issuer’s future profit
- Utility tokens provide digital access to a system or service, mostly available on a specific DLT platform (if not classified as securities, they don’t require a license)
Depending on the type of tokens used to carry out economic activities, legislation aimed at securities, banking and collective investment may also be applicable. It’s worth noting that even if payment tokens aren’t recognised as a legal tender, FINMA doesn’t classify them as securities since they’re designed to be utilised as a means of payment.
The regulation of initial coin offerings (ICOs) is dependent on the type of offered tokens. ICOs involving payment tokens are subject to the AML laws, while ICOs involving asset-backed or utility tokens must comply with securities regulations stipulated in the Swiss Code of Obligations.
TYPES OF CRYPTO LICENSES IN SWITZERLAND
If your crypto activities fall within any of the regulated categories, you must apply for one or more of the crypto licenses prior to starting economic activities in Switzerland. If a license isn’t required, a crypto business may be registered with FINMA as a Self-Regulated Organisation (SRO) who will also have to adhere to certain administrative requirements.
Based on the business models and the nature of crypto-related activities, FINMA has distinguished four types of licenses:
- The most popular is the Financial Transaction license or Financial Intermediation License, which allows licensees to accept government deposits of up to $100 million. CHF (approx. 96 mill. EUR) or store and trade cryptographic assets that cannot be invested and no interest can be paid on them
- Banking license allows unlimited number of deposits from individuals or legal entities
- Investment fund license allows fund managers to supervise collective fund assets on behalf of clients
- license for DLT trading facility allows multilateral trading of DLT securities
All applicants must meet the following criteria:
- Establishment of a limited liability company (AG), an unlimited number of partners corporation or a limited liability company (GmbH) in Switzerland
- Development of a business plan and detailed review of the company’s business and internal operations
- To have a registered office in Switzerland where its business and local staff operate
- Development of AML/CFT internal procedures (KYC and others)
- Hire a regulatory auditor recognized by FINMA
Examples of the circumstances when your crypto company requires a license:
- Client assets are moved to your company accounts
- The number of clients whose crypto assets your company has accepted exceeds 20
- Your company manages client assets in collective investment funds
- Acceptance of client assets or management of assets in collective investment funds are promoted in your company’s advertising
CRYPTO LICENSING PROCESS IN SWITZERLAND
First and foremost, you have to make sure that your crypto-related activities are regulated and subject to licensing in Switzerland. FINMA will help you determine it prior to completing the application. To make your business case strong, we highly recommend consulting with legal experts who can help you tick all the required boxes and present your information correctly. If you need such assistance, our team here at Regulated United Europe (RUE) will be more than happy to provide guidance.
Before completing the application, you must prepare all the required documentation to your best knowledge and in an orderly manner, otherwise the licensing process might be hindered. If there are no obstacles, normally the process takes 4-6 months.
It’s mandatory to present the following documents about involved individuals:
- Copies of identification documents (passports or ID documents) of company owners and directors
- For foreign citizens – copies of residence permits in Switzerland
- Proof or residential address of each owner and director
- Copies of job references, CV’s and certificates of education of company owners and directors reflecting relevant education and experience
- Swiss criminal records certificate proving absence of criminal convictions (original copy which must be no more than six months old)
- Foreign citizens who have lived in Switzerland for less than five years must present a criminal records certificate issued either by the previous country of residence or home country
- Debt enforcement register certificate (original copy which must be no more than six months old)
The following documents concerning the applicant company should be properly prepared:
- Corporate documents (such as statutes)
- Business plan including budget (balance sheet and profit statement) for the next three fiscal years, with optimistic, realistic and pessimistic scenarios, as well as geographical coverage, group structure and target market
- Information on business premises, infrastructure and personnel
- Evidence of the source of funds and information on public deposits
- Detailed information on equity (structure, distribution, nominal value, etc.)
- Documented operating model (AML policy, data security, etc.), which should include a review of hardware and software used for economic activities, including third-party systems
- Detailed information on the storage of clients’ deposits
- If the application is submitted by the legal representative, their power of attorney is required (certified copy of the power of attorney)
- Application for incomplete and completed trials
- List of all participants with at least 5% direct or indirect ownership (up to the level of the beneficial owner with voting and equity)
- Figure showing all participants directly or indirectly qualified at the level of beneficial owner (including information on level of participation), by voting shares and capital
- Information on any agreements and other means of control or material influence on the applicant
Paying administrative and license fees is another essential step. The application fees start from 1,750 EUR and successful applicants are also subject to paying an annual supervisory fee of at least 3,500 EUR.
Since crypto licenses are granted to companies registered in Switzerland, you also have to take the time to establish one for your crypto project. There are several advantageous Swiss corporate structures that will allow you to start a business without having to go through endless red tape.
When a new company is established and all the fees are settled, it’s time to submit a crypto license application along with all the required documentation to FINMA who can also request further information, documents or audit. You’ll also have to arrange an appointment with the authority to present your business case for licensing.
Although applications can be submitted either in one of Switzerland’s official languages or in English, some of the documents (e.g. the Articles of Association and organisational structure documentation) can only be submitted in one of Switzerland’s official languages. If you need a certified translator, we’ll be pleased to arrange such a service for you.
Once a license is granted, it’s imperative to keep in mind that any changes in the licensee’s structure and activities (key documents, senior management, technical setup, etc.) must be reported to FINMA. In case of material changes, an approval has to be obtained from the authority before resuming commercial activities.
HOW TO OPEN A CRYPTO COMPANY IN SWITZERLAND
If you’re already convinced that there’s value in starting a crypto business in Switzerland and your business model is eligible for one of the crypto licenses, incorporating a Swiss company is an imminent step. Depending on your chosen legal business structure and quality of documents the incorporation may take up to four months.
The most common legal structures of a Swiss company that can be used to carry out crypto activities are Limited Liability Company (GmbH) and Company Limited by Shares (AG). Both can be established by a sole shareholder legally residing in Switzerland who doesn’t have to be a Swiss citizen but must possess permit B allowing them to start economic activities or be employed in the country.
Key aspects pertaining to the formation of both GmbH and AG crypto company:
- It can be established by signing a notarial deed
- Company formation can cost 1,500–2,000 CHF (approx. 1,475–1,967 EUR) which is inclusive of the notarial deed
- At least one shareholder and a board member are required who must be fit and proper
- Appointing an auditor is mandatory in most of the cases
- Having a registered office and employing local staff is mandatory
- Appointing a Swiss corporate lawyer is mandatory
- Designing internal AML and other risk management policies related to the specifics of the intended economic activities is mandatory
- Having an operational corporate bank account in a foreign bank is permitted
- Shareholders don’t have to be Swiss citizens
Standard initial share capital requirements are as follows:
- GmbH – 20,000 CHF (approx. 19,668 EUR) which must be transferred to a Swiss bank account or contributed with such contribution as crypto or other assets
- AG – 100,000 CHF (approx. 98,352 EUR), at least 20% of it and no less than 50,000 CHF (approx. 49,176 EUR) must be transferred to a Swiss bank account or contributed with such contribution as crypto or other assets
However, initial share capital requirements may vary depending on the type of the crypto license or multiple licenses if you’re applying for more than one. For instance, Fintech license applicants must transfer a full amount of 300,000 CHF (approx. 289,000 EUR) into the initial share capital account.
The following documents are required to establish a company in Switzerland:
- Identification documents of the founders
- Residence permits
- A copy of a rental agreement proving the existence of the registered office in Switzerland
- Articles of Association
- A company bylaws
- The Stampa declaration proving that no other contributions in kind and recoveries of assets exist apart from those listed in the Articles of Association
- The Lex Friedrich declaration which is a permit granted to a foreign citizen to buy real estate in Switzerland
To establish a Swiss company, you should take the following steps:
- Register your company name through the EasyGov platform which will automatically enter the company into the Swiss Business and Enterprise Register and will assign a Unique Enterprise ID Number (UID)
- Make sure the name isn’t registered by someone else by checking Central Business Name Index
- Open a Swiss bank account and transfer required minimum share capital
- If the capital exceeds 1,000,000 CHF (approx. 983,526 EUR), the Stamp Duty is levied on the minimum share capital at the rate of 1% which can be paid within 30 days from the company registration date
- The Swiss Bankers Association published guidelines on opening a corporate bank account for blockchain companies which can be accessed here
- Find a notary who will verify Articles of Association and other corporate documents as well as prepare an application for the company registration once you present a proof of the transferred initial share capital
- Companies with the turnover exceeding 100,000 CHF (approx. 98,352 EUR) have to register with the Commercial Register which will cost 600 CHF (approx. 590 EUR)
- The notarised documents can either be sent by post or submitted online via a dedicated website
- Register with the Federal Tax Administration and cantonal tax authorities
- Register your employees with the Federal Social Insurance Office and Cantonal Compensation Office (Ausgleichskasse)
- Obtain a business insurance
- Apply for a crypto license granted by FINMA
When the application for the company formation is processed, the Commercial Register publishes its details in the Swiss Commercial Newspaper which is when a new company is considered fully registered.
The nature of crypto activities determine administrative requirements for each company as well as involvement of the regulatory bodies which is why it’s imperative to clearly define a scope of crypto operations prior to initiating your company’s formation process.
CRYPTO TAX IN SWITZERLAND
The tax treatment of crypto companies is determined by the nature and purpose of their economic activities. Generally, cryptocurrencies aren’t treated as fiat money. Instead, most of them are classified as assets and are therefore subject to the relevant taxation law.
Another determining factor – tax residence status. Tax residents are subject to paying taxes on their worldwide income, while non-resident companies are taxed on their income sourced in Switzerland.
The Swiss tax administration system is multilayered as the responsibility is shared between the Federal Tax Administration (FTA), the cantons and the municipalities. Federal tax rates are stable, whereas cantonal tax rates are defined annually and are published on every canton’s official website. Although the taxation frameworks differ depending on the location, the tax year generally remains the accounting year.
Most crypto licensees are obligated to pay the following taxes at the federal, cantonal or communal levels:
- Corporate Income Tax (CIT) – 12%-21%
- Capital Gains Tax (CGT) – 0,001%-0,5%
- Value Added Tax (VAT) – 7,7%
- Withholding Tax (WHT) – 35%
- Social Security Contributions (SSC) – 0,5%-5,3%
- Issuance Stamp Duty (ISD) – 1%
The Corporate Income Tax is levied at the federal, cantonal and communal levels. The Federal Corporate Income Tax is imposed at the rate of 8,5% on profit after tax deductions. Since cantons and municipalities have different taxation frameworks, the Cantonal Corporate Income Tax and the Communal Corporate Income Tax vary quite significantly.
For instance, in Zug, where Crypto Valley is based, the Cantonal Corporate Income Tax is only 11,85% which is one of the lowest rates in Switzerland. The canton of Bern, on the other hand, currently imposes 21%. If you’re not sure which Swiss location is the most favourable for your crypto business model, our team here at Regulated United Europe (RUE) will be delighted to provide a personalised consultation.
The Capital Gains Tax is levied at the cantonal level only on certain gains sourced from specific crypto activities. To start with, capital raised for an initial coin offering (ICO) isn’t treated as income of the issuer and the issuance of new tokens isn’t treated as a transfer for the purposes of taxation of capital gains. If the transfer of payment tokens isn’t a trading transaction, they might be treated as securities, regulated by provisions on the capital gains taxation under the Income Tax Act.
One of the rare exceptions where cryptocurrencies are treated as fiat money is VAT application. Transactions, including exchange, of payment tokens are VAT-exempt since this category of cryptocurrencies qualifies as a means of payment and is therefore analogous to the traditional currency. All commissions and fees applied in relation to these transactions are considered fees for financial services which aren’t subject to VAT.
Switzerland has around 100 international agreements on the elimination of double taxation which enables the taxpayers to protect their income (wealth, dividends, etc.) sourced outside of Switzerland from being taxed twice. Normally, the credit method is applied where companies meet certain conditions.
Also, under certain conditions, companies with a predominantly foreign business may be eligible for cantonal and communal tax exemptions and be taxed at an effective tax rate of 7,83%-11% on profits received from foreign sources.
REPORTING AND AUDITING REQUIREMENTS
In Switzerland, financial reporting is regulated by the Swiss Code of Obligations and financial reports must be prepared by any company whose revenue exceeds 500,000 CHF (approx. 491,763 EUR). Crypto companies shall keep in mind that they can report either in Swiss francs or in their functional currency and the reports can be generated either in one of Switzerland’s official languages or English. Signed hard copies of annual reports and audit reports must be kept for 10 years.
There are different levels of audit depending on the size of the company and its scope of activities. An annual ordinary audit normally costs around 4,500 CHF (approx. 4,425 EUR).
An ordinary audit is mandatory if a company exceeds two of the following amounts during two consecutive financial years:
- The total of the balance sheet is 20 mill. CHF (19,670,520 EUR)
- Sales are more than 40 mill. CHF (approx. 39,341,040 EUR)
- An annual average of full-time employees is at least 250
If a company doesn’t exceed at least two of the above-mentioned amounts, it should go through a limited audit which can cost around 2,500 CHF (approx. 2,458 EUR).
A Swiss company can be completely exempt from audit if the following conditions are met:
- It has up to 10 annual full-time employees
- It’s subject to a limited audit but all shareholders vote to eliminate it
In addition to financial reporting and auditing, all crypto licensees have to be prepared to share detailed AML-related reports with the supervising authorities to prove that they maintain integrity throughout their economic activities.
If you intend to run your crypto business in the most prestigious jurisdiction, highly qualified and experienced consultants of Regulated United Europe (RUE) will be delighted to assist you. We very well understand and closely monitor crypto-related legislation in Switzerland and thus can guide you through the process of establishing a company and obtaining a crypto license. Moreover, we’re more than happy to help you with financial accounting and reporting. Book a personalised consultation now to start your journey in this lucrative market.
PACKAGE «COMPANY & CRYPTO License IN SWITZERLAND»
- Incorporation service charge
- Opening a share capital blocked account
- Notarization, and delivery of the documents
- Official fees of the commercial register
- Independent director nominee services
- AML/compliance officer services
- Registered domicile
- Assistance with license obtaining
- Application forms filled and their submission to authority
- Analysis of the existing documents, website, structure
- Terms and Conditions, internal policies
FREQUENTLY ASKED QUESTIONS
Does Switzerland grant a license for crypto activities?Yes. Swiss Fedral Financial Market Supervisory Authority (FINMA) is the regulatory body for crypto activities taking place in Switzerland. It is responsible for issuing crypto licenses and supervising crypto license holders in the country. In order to obtain a cryptocurrency license, a person who intends must establish a company first. The type of company depends on the predefined nature of crypto activities. The most common types of crypto companies in Switzerland are Swiss AG and GMBH. .
How do I get a crypto license in Switzerland?In order to apply and get approval for a crypto license in Switzerland, the applicant needs to fulfil all of the following conditions:
- Gain official authorization to conduct business or appear in the commercial register as a commercial undertaking.
- Establish an appropriate organizational structure and set internal regulations in full accordance with AMLA (Anti Money Laundering Act).
- Have a good reputation and fully comply with AMLA (applicable both to the company and those who manage it).
- Meet licencing requirements specified in Swiss AMLA (or pledge to do so immediately after authorization has been granted).
- Sign the application prior to submission.
- Pay the minimum authorized capital for a virtual currency service provider in Switzerland.
What are the activities of the crypto license in Switzerland?Depending on the activities that an applicant is planning to carry out in Switzerland, there are four different types of crypto license. An applicant may seek to obtain one of multiple types of crypto license. In case of uncertainty, FINMA can offer assistance and guidance in the process of choosing which type of crypto license to obtain for a predefined spectrum of services. Switzerland issues four types of crypto licenses:
- Fintech license
- Exchange license
- Investment fund license
- Banking license
How long does it take to get a license?It takes 3-4 months to incorporate a company in Switzerland – a necessary requirement for obtaining a crypto license through FINMA. The process of obtaining a license requires a number or additional steps and may take up to 1 year to complete.
Can non-residents of Switzerland own a crypto company?AYes. A crypto company in Switzerland may have more than one manager, and at least one of the managers must be a Swiss resident. The company must also have a registered address in Switzerland.
Can non-residents of Switzerland be part of the board of a Switzerland crypto company?Yes. Shareholders of crypto companies in Switzerland face no restrictions in terms of their residency or nationality. However, shareholders are obliged to take part in an annual general meeting which must place within 6 months from the financial year-end of a crypto company. This meeting must take place in Switzerland and can only be held physically. It is not possible for the shareholders to attend it by videoconference, teleconference, or circular letter. However, shareholders are allowed to participate by proxy.
Is it necessary to have a banking account to obtain a license?Yes, this is a strict requirement for crypto companies in Switzerland. This step is also included in the process of establishing a company in Switzerland – a necessary step for applying for a crypto license.
What is the minimum authorized capital for a virtual currency service provider?The minimum paid-up capital for establishing a crypto company in Switzerland is 100,000 CHF.
Is it possible to deposit authorized capital in cryptocurrency?This possibility exists in some parts of Switzerland. Exact regulations depend on local regulations in separate administrative units (cantons) situated in the country. However, this option is possible in the canton of Zug, which is a financial hub and home to the famous crypto valley, hosting such crypto service providers as Xapo, Etherium, Tezos, and Monetas. In this canton, it is possible to deposit the minimum authorized capital in Bitcoins.
How is the charter capital of a crypto company paid in?It must be deposited to a block account hosted by a Swiss-based bank. It must be paid either in Swiss Francs or, if local regulations allow it, as a contribution in kind. A contribution of kind may occur when the share capital is deposited in means other than cash (for example, equipment, intellectual property, real estate assets etc.). The latter option is only possible if the assets are deemed to be legally transferrable and match the rules of proper accounting.
What happens next with the money investment in the corporate account of the Switzerland crypto company?Minimum authorized capital must be deposited to a block account hosted by a Swiss-based bank. Once the company is properly and fully incorporated in alignment with relevant regulations, the bank must release the money.
What does a crypto company need to apply for a cryptographic license in Switzerland?In order to obtain a crypto license in Switzerland, a company must match the following requirements:
- Have at least one shareholder and one director
- Establish and register a local office location
- Open a bank account in a Swiss-based bank
- Ensure sufficient minimum authorized capital
- Develop a detailed business plan that includes the full scope of crypto-related activities that the company is planning to conduct
- Ensure sufficient capacity and readiness to comply with AMLA
- Prepare and submit financial projections
Why you should get a crypto license in Switzerland?Owning a crypto license in Switzerland brings along solid advantages, including but not limited to:
- Stability. Due to its neutral position in international politics, Switzerland is known as one of the most stable economies in the world. It offers a reliable environment for long-term corporate growth and professional activity.
- Good tax system. Crypto companies in Switzerland may be subject to complete exemptions from dividend tax. Furthermore, administrative units (cantons) in Switzerland offer low corporate tax rates, creating a good environment for crypto companies.
- Solid regulatory system for cryptocurrencies, blockchain and business activities related to them.
Are Switzerland cryptocurrency companies audited?Yes. Crypto companies in Switzerland are regulated, supervised and audited by FINMA. It issues crypto licenses and retains the right to suspend or completely cancel them.
Can the director of a crypto company be a non-resident of Switzerland?Yes. A crypto company in Switzerland may have more than one manager, and at least one of the managers must be a Swiss resident. The company must also have a registered address in Switzerland.
What measures to prevent money-laundering and the financing of terrorism are in place in Switzerland?Crypto companies in Switzerland must abide by the crypto law, otherwise known as the AMLA (Anti Money Laundering Act). Crypto service providers must collect personal data from their customers and report any suspicious activities to the Money Laundering Reporting Office. In addition, crypto companies must freeze the assets of individuals included in those reports. AMLA applies to the following corporate entities:
- Investment companies
- Insurance institutions
- Securities dealers
- Fund managers
When are measures to prevent money-laundering and the financing of terrorism applied in Switzerland?Anti-money-laundering measures and policies are applied when crypto companies detect suspicious activities in user accounts or in the process of gathering personal information from potential users and verifying their identity (KYC).
What difficulties may arise in obtaining a crypto license in Switzerland?Disruptions in preparation, document collection and improper reporting are a common source of delays in the application process. In addition, all documents submitted for application must be in English. If that is not the case, documents must be submitted as notarized translations.
Where can I open a bank account for a Switzerland crypto company?TIn order to complete legal registration, every crypto company based in Switzerland must open an account in a Swiss based bank.
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