We all are aware of the fact that crypto currencies became more important in the last years.. Since 4 September 2017 – and this is very unique for Switzerland and was not possible so far – incorporations of and capital increases in companies can be made with crypto currencies by way of contribution in kind, however only in the Canton of Zug so far. The very first incorporation of a Swiss limited company (LTD) with paid-in capital in form of Bitcoins was registered on 25 September 2017 in the Canton of Zug.
Capital in a Swiss LTD
Under Swiss law, a company limited by shares is a company with its own business name whose pre-determined capital (share capital)1 is divided into specific amounts (shares) and whose liabilities are payable only from the company assets. Such capital must be either paid-in by cash or by set-off with claims or by contribution in kind (after the registration of the company and the publication of such registration in the Swiss Official Gazette of Commerce, the “blocked” capital becomes working capital).
Contribution in Kind with Crypto Currency
Contributions in kind satisfy the contribution requirement only where (1) made on the basis of an agreement to make a contribution in kind done in writing as a public deed, (2) on being entered in the Commercial Register, the company immediately acquires ownership and the right to dispose of them or an unconditional right to enter them in the land register and (3) an incorporation / capital increase report with audit confirmation is available. The founder members or in case of a capital increase the members of the board of directors draw up a written statutory/capital increase report in which they give account of the nature and condition of contributions in kind and the appropriateness of their valuation,. A licensed auditor verifies the incorporation / capital increase report and confirms in writing that it is complete and accurate.
The Commercial Register in Zug, as mentioned here above, accepts crypto currencies to be generally suitable for contribution in kind and thus, accepts and registers respective applications. So far, the following crypto currencies are accepted: Bitcoin, Bitcoin Cash and Ether.
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