By Rene Philippe Raymond Dubout · · Updated Can you set up a Swiss company and pay its capital in bitcoin? Yes. Swiss founders have been doing it since 2017, and the commercial registers know the procedure well. But you do not “pay” the capital in bitcoin, because bitcoin is not money in the eyes of Swiss company law. You bring it in as an asset, exactly as you would bring in a machine, a building or a bar of gold. That small difference changes the paperwork, the cost and the risks.
Looking for an SRO licence in Switzerland, or a Swiss company already affiliated with an SRO? See our SRO licence in Switzerland service.
This route is popular with Asian founders and crypto natives for an obvious reason: their wealth is in crypto, and turning it into Swiss francs first, then explaining to a Swiss bank where those francs came from, is a long story. Here is how the crypto route works in 2026, and where it bites.
Cash contribution or contribution in kind?
A Swiss company limited by shares (AG/SA) needs a share capital of at least CHF 100,000, of which at least CHF 50,000 must be paid in. A limited liability company (GmbH/Sàrl) needs CHF 20,000, fully paid in. With a cash contribution, the founders deposit the money on a blocked capital account at a Swiss bank, the bank issues a certificate, and the notary uses it to incorporate the company.
Since the company law reform of 1 January 2023, the capital can even be denominated in a foreign currency, such as US dollars, euros, pounds or yen, if that currency is essential to the business. Bitcoin is not on that list, and neither is any other cryptoasset or stablecoin. So crypto can only come in by the other door: the contribution in kind.
Swiss VASP: what the term means in Switzerland
VASP (virtual asset service provider) is the international term, used by the FATF, for a business that exchanges, transfers or holds crypto-assets for clients. In Switzerland, a VASP is a financial intermediary under the Anti-Money Laundering Act: in most cases it operates through SRO affiliation, and it needs a FINMA licence once its activity crosses into banking, securities trading or the coming crypto institution licence.
The four conditions under Swiss law
Article 634 of the Code of Obligations accepts an asset as a contribution in kind only if four conditions are met. Crypto can meet all four, but only if you organise it properly.
- It can go on the balance sheet. The asset must be capable of being recorded as an asset of the company. Mainstream cryptoassets such as bitcoin or ether qualify.
- It can be transferred to the company. Nothing in law or contract may prevent the transfer.
- The company owns it immediately and can freely dispose of it as soon as it is entered in the commercial register. For crypto, this is the condition that matters most, and I come back to it below.
- Its value can be realised by selling it to a third party. There must be a market. Bitcoin passes the test without blinking an eye. A token you issued last month, traded on one obscure exchange, will have a much harder time.
The paperwork
A contribution in kind costs more paperwork than a cash payment. Expect the following:
- A written contribution agreement between the founder and the company, stating exactly what is contributed (for example, a number of bitcoin), its value in Swiss francs, and the shares issued in exchange.
- A founders’ report explaining the nature and condition of the contribution and why the valuation is appropriate.
- An audit confirmation from a licensed auditor, confirming that the founders’ report is complete and correct. This is the step that adds cost, and the auditor will want to see how you valued the crypto and how the company will control it.
- A mention in the articles of association of the asset contributed, its valuation and the name of the contributor. The general meeting may remove that clause after ten years.
- The notarised incorporation and the filing with the cantonal commercial register, as for any company.
Note that the issuance stamp duty applies in the same way as for cash: 1% on contributions above the first CHF 1 million of capital. For a standard CHF 100,000 company, it is not an issue.
The volatility trap
Here is the part founders underestimate. The crypto must cover the capital, in Swiss francs, on the day the company is incorporated and when it is entered in the register. If bitcoin drops 15% between the signing and the registration, your CHF 100,000 of capital may suddenly be backed by CHF 85,000 of bitcoin, and the registrar will not be amused.
The usual answer is simple: contribute more crypto than the capital requires, typically a safety margin of 20% to 30%, and book the excess as a reserve. Some founders use a stablecoin for the same reason; it is still a contribution in kind, not cash, but it removes most of the price risk. In other words, do not cut it fine. Crypto has a habit of punishing people who do.
Who holds the keys?
This is where the condition of free disposal becomes very practical. The company must have sole control of the crypto from the day of registration. If the founder keeps a copy of the private key, or the seed phrase sits in a drawer in his flat, the company does not really own anything, and both the auditor and the registrar may refuse the contribution.
The clean solutions are a new wallet created for the company, with keys controlled by its board under written signing rules, or a regulated Swiss custodian holding the assets in the company’s name. Whichever you choose, write the transfer procedure into the contribution agreement: which wallet, which address, when, and who confirms receipt.
Faster than cash? Not always
The crypto route avoids the blocked capital account, and that can save real time, especially for founders who live outside Switzerland and whom banks take weeks to onboard. But the company will still need a Swiss bank account to pay rent, salaries and taxes. On that day, the bank will ask where the company’s assets came from, and “from the founder’s bitcoin wallet” is an answer it will want to document in detail.
So the honest summary is this: crypto saves you the capital account, not the bank. If the founder cannot document the origin of the crypto, he has not solved his banking problem; he has postponed it.
Crypto capital is not a crypto licence
One more confusion worth clearing up. A company capitalised with bitcoin is simply a company that owns bitcoin. If it is going to hold crypto for clients, exchange it or transfer it, it needs anti-money laundering supervision, usually through a self-regulatory organisation, and possibly more. How the capital was paid in changes nothing to that. For the licence side, see our Swiss Crypto Licence 2026 guide.
The route we recommend
If your capital is in crypto and you want a Swiss company, the contribution in kind is a legitimate and well-trodden path. Prepare three things before you see the notary: a safety margin on the valuation, a clean key-control solution, and a file that documents where the crypto came from. With those three, the incorporation is routine.
If you need to be operational quickly, especially in a regulated activity, buying an existing Swiss company, already incorporated and possibly already affiliated with an SRO, may be faster still. FintechLex handles both: crypto incorporations from the contribution agreement to the registry, and the sale of ready companies. Tell us what you want to set up and what you will contribute, and we will tell you which route is faster, before you spend a franc. Write to insight@fintechlex.com, or see the companies currently for sale in our Marketplace. If you plan to hold client money, read our article on the Swiss fintech sandbox first.
If you want to set up or buy a Swiss crypto company, see our Swiss crypto licence and company acquisition service.
This article is for general information only and does not constitute legal or tax advice.
Sources
- Swiss Code of Obligations, Article 621 (minimum capital; capital in foreign currency), Articles 632 and 634 to 635a (payment of capital, contributions in kind, founders’ report, audit confirmation), Articles 773 and 777c (GmbH), versions in force since 1 January 2023.
- Federal Act on Stamp Duties (SR 641.10), Articles 5 and 6 (issuance stamp duty, CHF 1 million exemption).
- Anti-Money Laundering Act (SR 955.0), Article 2, paragraph 3 (financial intermediaries).
