Founding a GmbH or AG with Crypto: How to Pay In Share Capital in Digital Assets

Zug registered Switzerland's first company paid in with bitcoin in 2017. Today crypto share capital works across Switzerland, if you treat it as a contribution in kind.

Founders in crypto often have a familiar problem: their wealth is in digital assets, but the company they're founding needs share capital.

The classic route is to sell crypto, wait for francs to arrive at a bank, pay them into a capital deposit account and get a confirmation for the notary. It works, but it means selling assets you'd rather keep, and it can trigger questions at every step.

There's another route. In Switzerland, you can pay in share capital with crypto, as a contribution in kind (Sacheinlage). No sale, and no capital deposit account for the crypto part. Here's how it works, step by step.

A little history: Zug, 2017

On 25 September 2017, the commercial register of the canton of Zug registered the first Swiss company formation paid in with bitcoin, as a contribution in kind. Zug, already home to many blockchain companies, became known as the "Crypto Valley", and its commercial register published a guidance sheet on paying in capital with cryptocurrencies.

The legal basis isn't specific to Zug. It's the federal Code of Obligations, so the route is available across Switzerland. Practice can differ between cantonal commercial registers, so check with the register where your company will sit.

The key idea: crypto is a contribution in kind, not cash

Swiss law distinguishes two ways of paying in share capital:

Cash contribution (Bareinlage): money in the currency of the share capital, or in another currency freely convertible into it, is deposited in a capital deposit account at a bank or a FinTech-licensed institution and released only after registration (OR Art. 633).
Contribution in kind (Sacheinlage): an asset other than cash is contributed, such as a machine, a patent or a portfolio. The asset must be capable of being booked as an asset, transferable into the company's assets, freely at the company's disposal as owner immediately after registration, and realisable by transfer to third parties (OR Art. 634 para. 1).

Crypto isn't legal tender, so it isn't a cash contribution. It's a contribution in kind, and the rules for contributions in kind apply.

Which assets qualify?

Zug's commercial register guidance (2018) says it accepts bitcoin (BTC) and ether (ETH) as contributions in kind without further ado. For other tokens, it recommends contacting the register in advance; you may need extra documents to show the asset meets the criteria. The more widely traded the asset, the easier it is. Check the current practice with the register before you start.

Two practical points from the Zug guidance:

Name the asset precisely. "Bitcoin" alone isn't enough. Use the ticker, for example BTC (and not BCH or BTG).
Document the valuation. The founders' report must state the valuation method, including the trading platform and market value used.

The steps, in order

The usual sequence for a contribution in kind, simplified:

Decide the structure. GmbH or AG, the amount of share capital and how much is paid in with crypto. A GmbH needs at least CHF 20,000, fully paid in (OR Art. 773 and 777c). An AG needs at least CHF 100,000, with at least 20% of each share's nominal value and at least CHF 50,000 paid in (OR Art. 621 and 632). Since 2023, share capital can also be denominated in a foreign currency that's essential to the business, such as USD, EUR or GBP (OR Art. 621 para. 2).
Sign a written contribution agreement (Sacheinlagevertrag) describing the asset, the quantity and the value attributed to it.
Write the founders' report (Gründungsbericht, OR Art. 635), explaining the nature and condition of the contribution and the valuation.
Get an audit confirmation. A licensed auditor checks the founders' report and confirms that it's complete and correct (OR Art. 635a).
State the contribution in the articles of association, as the law requires for contributions in kind (OR Art. 634 para. 4).
Transfer the assets so that the company can freely dispose of them as owner immediately after registration (OR Art. 634 para. 1), for example to a wallet controlled for the company, not by the founder personally. Agree the setup with your notary and auditor.
Notarise and register. The notary records the founding, and the commercial register enters the company.

For a GmbH, the same principles apply through the GmbH rules (OR Art. 777c para. 2, which refers to the AG provisions).

Volatility: build in a buffer

Here's the catch. The CHF value of the contribution must cover the share capital both at the time of notarisation and at the time of entry in the commercial register. If the price falls between those two dates, the contribution may no longer cover the capital.

The Zug guidance recommends a safety margin. In practice, founders contribute more crypto than the bare minimum. The excess is booked as a share premium in the legal capital reserve (OR Art. 671), not as share capital. If it's shown separately and reported to the ESTV (Form 170), it can later be paid back free of withholding tax as a capital contribution reserve (VStG Art. 5 para. 1bis). How big a buffer you need depends on the asset and how long registration takes; discuss it with your notary, auditor and Treuhänder.

Mixing cash and crypto

You can combine the two: part of the capital in cash, part in digital assets. The cash part must go through a capital deposit account at a bank or a FinTech-licensed institution (OR Art. 633). Firma is neither a bank nor a Swiss FinTech-licensed institution (Banking Act Art. 1b), so it can't hold a cash capital deposit or issue a capital-deposit confirmation.

What about stablecoins, including CHF stablecoins?

A stablecoin is a digital token issued by a private company, not Swiss francs in a bank account. It doesn't count as a cash contribution, even if it's designed to track the franc 1:1. It can only be used as a contribution in kind, with a contribution agreement, a founders' report, an auditor's confirmation and a disclosure in the articles (OR Art. 634, 635 and 635a). The auditor decides what value it can be given, taking into account the issuer and how the token is backed. A 1:1 value isn't automatic, so plan a buffer above the minimum capital rather than contributing exactly CHF 20,000 or CHF 100,000.

Commercial registers decide which assets they accept. Zug's 2018 guidance names bitcoin and ether; clear anything else with your register before you notarise. Have a Swiss lawyer, notary or incorporation specialist structure the contribution.

Firma's CHF stablecoin

Firma's CHF stablecoin is issued by Firma Holdings Inc. The reserves backing it are held in cash at regulated banks. Holding the stablecoin is not the same as holding a bank deposit. Firma is not a bank, and stablecoin balances are not covered by esisuisse or any other deposit protection scheme.

How it works when you're founding a company:

Verification. Firma accounts are for companies, and a company's beneficial owners are verified anyway. Founders are verified as part of your company's onboarding.
Capital account during incorporation. The account is in the founders' name, set up as a capital account for the company in formation, and the founders hold the CHF stablecoins there. (It isn't a capital deposit account for cash under OR Art. 633.)
Contribute in kind. They contribute the stablecoins to the new company to pay in its share capital. As with any contribution in kind, you'll need a contribution agreement, a founders' report and an auditor's confirmation of the value (OR Art. 634, 635 and 635a), and the contribution must be disclosed in the articles of association. The auditor and the commercial register decide what value is accepted, so plan a small margin above the minimum capital rather than contributing exactly CHF 20,000 or CHF 100,000.
Migrate after registration. Once the company is registered, the account is migrated to the company's business account for everyday use.

The commercial register of the Canton of Zug has accepted Firma CHF stablecoins as a contribution in kind. Contributions in kind are a matter of public record: they're disclosed in the articles of association and in the commercial register entry. Practice can differ between cantons and can change, so confirm with the register and your notary before you start. Have a Swiss lawyer or incorporation professional structure the contribution, and bring Firma in before you book the notary. Open your Firma account →

After registration: tax and accounting

Once the company exists, the crypto is a company asset:

Booking: record it at the value used for the contribution, then revalue in line with your accounting policy. Agree the approach with your Treuhänder.
Tax: the Swiss Federal Tax Administration's working paper on cryptocurrencies and ICOs/ITOs (version of 14 December 2021) covers wealth, income and profit tax, withholding tax and stamp duties. Have a tax adviser review the setup once, before you notarise.
Holding or converting: decide in advance what the company will do with the assets. Holding them means the company's balance sheet moves with the market.

For receiving stablecoins after founding, see How a Swiss Company Can Receive USDC (and What to Do Next).

A worked example (hypothetical)

Two founders in Zug want to form a GmbH with CHF 20,000 of capital. Both hold ETH and would rather not sell.

They check the current practice with the Zug commercial register: ETH is accepted.
They agree to contribute ETH worth about CHF 26,000 at the valuation date, a 30% buffer, so that a price drop before registration doesn't leave the capital uncovered. The excess over CHF 20,000 is booked as a share premium in the legal capital reserve.
Their lawyer drafts the contribution agreement, the founders' report and the articles. A licensed auditor issues the confirmation.
The ETH is transferred to a wallet controlled for the company, so that the company can dispose of it as owner immediately after registration, and the notary records the founding.
The GmbH is registered. The Treuhänder books the ETH at the contribution value.

Common mistakes

Treating crypto as a cash contribution. It's a contribution in kind, with its own documents.
No volatility buffer. A falling price between notarisation and registration can derail the process.
Vague asset description. Name the token and ticker precisely.
Assuming every token works. BTC and ETH are standard in Zug; clear anything else with the register first.
No plan for after registration: booking, tax, hold or convert.

Bottom line

Crypto share capital is real, legal and well-trodden in Switzerland. Treat it as a contribution in kind, document it properly, build in a buffer, and plan what happens once the company exists.

FAQ

Can I found a Swiss GmbH or AG with bitcoin?

Yes. Crypto can be contributed as a contribution in kind (Sacheinlage), with a written contribution agreement, a founders' report, an auditor's confirmation and a statement in the articles. Zug registered the first such company in 2017.

Is this only possible in Zug?

No. The rules come from the federal Code of Obligations, so the route is available across Switzerland. Practice can differ between commercial registers, so check with yours.

Which cryptocurrencies are accepted?

Zug's commercial register guidance (2018) accepts bitcoin (BTC) and ether (ETH) without further ado and recommends clearing other tokens, including stablecoins, in advance. Check the current practice with your register.

What happens if the price falls before registration?

The CHF value must cover the share capital at notarisation and at registration. That's why a safety margin is recommended.

Can I pay in share capital with a CHF stablecoin?

Not as cash. A stablecoin, even one linked to the franc, is a token issued by a private company, not a bank deposit, so it can only be contributed in kind, with the documents and auditor's confirmation that requires. The commercial register of the Canton of Zug has accepted Firma CHF stablecoins as a contribution in kind; practice can differ between cantons and can change, so confirm with the register and your notary, and involve a Swiss lawyer or incorporation professional.

Can share capital be in USD instead of CHF?

Since 2023, share capital can be denominated in a foreign currency essential to the business, such as USD, EUR or GBP (OR Art. 621 para. 2).

Found it with the assets you already hold

Founders are verified as part of your company's onboarding, hold Firma's CHF stablecoin in a capital account in their name for the company in formation, and contribute it in kind, with the usual contribution agreement, founders' report and auditor's confirmation. Talk to a Swiss lawyer or incorporation professional, and bring Firma in before you book the notary. Once your company is registered, the account is migrated to its business account, with balances in CHF, EUR, USD and more, plus stablecoins (USDC on Ethereum and Solana), on one ledger. Money in is free. Every outgoing payment carries the plan fee (25 bps on Plus, 20 bps on Platform, custom on Enterprise), shown before you send. Conversions use the Reuters rate, and if an incoming payment is converted, there's no spread. Plus is Fr. 499 a month. Verification takes about two days, and if we can't verify you, there's nothing to pay.

Open your Firma account →

New company? Read How to Open a Swiss Business Account in Days, Not Weeks and 7 Money Mistakes Swiss Founders Make in Year One. Planning distributions later? See Paying Dividends from a Swiss GmbH or AG: 35% Withholding Tax in Plain English.

This article is general information, not legal, tax, or investment advice. Talk to a qualified adviser about your situation.

Firma is not a bank and is not licensed by FINMA. Firma Operations AG is a member of VQF, a FINMA-recognised self-regulatory organisation for anti-money-laundering, and does not hold client funds. Fiat payments are processed through partner banks. Balances are digital stablecoin tokens, not bank deposits, and are not covered by esisuisse.

Sources: Canton of Zug commercial register, guidance on paying in capital with cryptocurrencies; Swiss Code of Obligations, Art. 621, 632, 633, 634, 635, 635a, 671, 773 and 777c; Withholding Tax Act (VStG), Art. 5 para. 1bis; Federal Office of Justice, commercial register practice note 3/23 on capital deposits at FinTech institutions; Swiss Federal Tax Administration, crypto working paper (version 14 Dec 2021); Firma.