Founding a company with cryptocurrencies in Switzerland

Switzerland turned crypto incorporation from a curiosity into routine earlier than any comparable jurisdiction: the Zug commercial register has accepted cryptocurrency as a contribution in kind since 2017, and the 2021 DLT Act wrote ledger-based securities into the Code of Obligations. Founders holding Bitcoin or Ethereum can capitalise a Swiss GmbH or AG with those assets directly — provided valuation and paperwork hold up.

Legal framework: contribution in kind, not cash

Swiss company law treats crypto capital as a contribution in kind under Art. 634 CO. Three tests decide admissibility: the asset must be capable of capitalisation (recordable as a balance-sheet asset), immediately available (the company must control it once registered) and realisable (a liquid market must allow conversion into francs). Bitcoin and Ethereum pass these tests under settled practice; smaller tokens are judged case by case, and a founder's own pre-market token routinely fails on realisability.

Valuation and volatility

Valuation follows the market price on recognised venues at the time of formation. The risk sits in the window between valuation, notarisation and registration: if the price falls, the contribution can drop below the subscribed capital. Practice manages this with two tools:

After incorporation, crypto positions remain balance-sheet assets and price swings hit the income statement — factor this into planning alongside Swiss corporate taxes.

The formation process

1. Set the structure

   Legal form (GmbH from CHF 20'000, AG from CHF 100'000), size and composition of the contribution, and location — in practice usually Zug or Zurich for crypto ventures.

2. Document the valuation

   Market-price evidence, discount decision, contribution-in-kind agreement and foundation report.

3. Obtain the auditor's confirmation

   A licensed auditor reviews valuation and availability and issues the statutory confirmation.

4. Transfer the coins and notarise

   Transfer into the company wallet, then public notarisation of the formation with the contribution disclosed in the articles.

5. Register in the commercial register

   Filing with the complete contribution dossier; once registered, the company is operational — the remaining steps match any formation (full process).

Allow one to two weeks beyond a cash formation for the auditor and documentation.

Banking for crypto companies

Opening the operating account remains the hardest step. Some retail banks decline crypto-linked business models outright; specialised Swiss institutions and certain cantonal banks do serve them, but demand a complete provenance trail for the coins — transaction history and acquisition records. Founders who accumulated the contribution across several exchanges over the years should assemble that documentation before approaching a bank: missing provenance is the most common rejection reason, ahead of the business model itself.

When a crypto contribution is the wrong tool

If the company will need franc liquidity immediately, the simpler route wins: sell the coins first and incorporate in cash — no auditor, no contribution dossier, no valuation risk. Volatile or thinly traded tokens are likewise better sold than argued over with the registry. The in-kind route earns its cost when sizeable holdings are meant to stay in the company long term, or when a private-level sale would be tax-inefficient. Non-resident founders additionally face the standard representation rule — at least one signatory resident in Switzerland — explained in the guide for foreign entrepreneurs.

Location: Crypto Valley and beyond

The canton of Zug remains Europe's densest blockchain cluster: specialised law firms, auditors fluent in crypto valuations, a commercial register with settled contribution practice and low profit taxes. Zurich follows with the larger talent pool. For international teams, a registered business address provides the credible Swiss presence to start with — scaled up as the team grows.