FINMA DLT Licence
Swiss DLT trading facility licence.
FinfraG Art. 73a. Tokenised securities infrastructure.
The DLT trading facility (DLT-Handelssystem) is a FINMA-authorised financial market infrastructure created by the Swiss DLT Act (in force 1 February 2021). It enables the multilateral trading and DLT-based settlement of ledger-based securities (Registerwertrechte) — including, uniquely among Swiss trading venues, admission of non-professional participants. Goldblum & Partner AG advises on incorporation, pre-application structuring, and FINMA liaison from Zug.
DLTAG 2021
DLT Act in force
CHF 5M
Minimum equity capital
12–18 mo
FINMA authorisation timeline
Art. 73a–73i
FinfraG legal basis
Licence Requirements
DLT trading facility — key requirements
under FinfraG Art. 73a–73i
The DLT trading facility is an infrastructure-grade FINMA authorisation — not a lighter fintech registration. Capital, governance, and compliance expectations are materially higher than for SRO membership or a FinTech licence. The table below sets out the principal requirements.
DLT trading facility — authorisation requirements
Swiss Aktiengesellschaft (AG) is the standard form for DLT trading facilities. A GmbH may be used in limited cases but the AG is the FINMA-path default given its governance framework and transferable share structure.
FINMA-prescribed minimum capital for a DLT trading facility authorisation. This is significantly higher than the general AG minimum (CHF 100,000) and reflects the infrastructure-grade nature of the licence. Full equity must be paid in — not partially paid-up capital.
A DLT trading facility is a FINMA-authorised financial market infrastructure. Authorisation requires submission of a complete dossier: business plan, org chart, AML/KYC concept, IT security documentation, rules on participant admission, and risk management framework.
FINMA expects an independent board of directors, a dedicated compliance function, a risk management function, and an internal audit or equivalent oversight. Fit-and-proper assessments apply to all board members and senior managers.
Full Anti-Money Laundering Act (AMLA / GwG) compliance from day one. Customer due diligence, beneficial-owner identification, transaction monitoring, Travel Rule compliance for transfers above threshold, designated AML officer, and annual AML audit by approved auditor.
Key DLT Act innovation: unlike a traditional Swiss stock exchange (which admits only regulated financial intermediaries), a DLT trading facility may admit non-professional participants — retail users — subject to FINMA-approved admission rules. This is the primary structural differentiator from SIX Swiss Exchange.
The DLT trading facility is specifically designed for DLT securities — ledger-based securities (Registerwertrechte) as defined in OR Art. 973d–973i. These are uncertificated securities whose transfer and encumbrance is effected by entry in a distributed ledger. Standard cryptocurrencies (payment tokens) are not DLT securities.
A DLT trading facility may combine multilateral trading with DLT-based settlement and custody functions in a single infrastructure — something not permissible under traditional financial market infrastructure rules. FINMA may authorise these combined functions within a single licence.
What are Registerwertrechte?
The DLT Act introduced a new statutory asset class into the Swiss Code of Obligations: ledger-based securities (Registerwertrechte), defined in OR Art. 973d–973i. Unlike traditional uncertificated securities (Bucheffekten), Registerwertrechte are transferred by entry directly in the distributed ledger — without routing through a central securities depository such as SIX SIS. This makes on-chain settlement legally binding under Swiss private law. Only Registerwertrechte are eligible for trading on a DLT trading facility — standard crypto payment tokens do not qualify.
SIX Digital Exchange (SDX) — the reference point
SIX Digital Exchange (SDX), a subsidiary of SIX Group, operates under a combined FINMA authorisation as both a central securities depository and a bank. It is not a DLT trading facility in the strict FinfraG Art. 73a sense — it holds a banking and CSD authorisation. SDX provides context for the market but is not a comparable precedent for a private-sector DLT trading facility application. The DLT trading facility category was designed specifically for new-entrant private-sector operators building DLT-native trading venues.
The combined functions advantage
Traditional financial market infrastructure rules require strict separation between trading, clearing, and settlement. The DLT Act created a deliberate exception for DLT trading facilities: a single entity may hold authorisation to conduct multilateral trading and provide DLT-based settlement and custody services simultaneously. This is architecturally necessary for DLT-native markets where trade and settlement occur atomically on the ledger.
DLT Act 2021: a package of seven statutory amendments
The Swiss DLT Act is not a standalone statute — it is a coordinated package of amendments to seven existing federal laws: the Code of Obligations (OR), the Federal Intermediated Securities Act (FISA), the Financial Market Infrastructure Act (FinfraG/FMIA), the Banking Act (BankG), the Debt Collection and Bankruptcy Act (SchKG), the Financial Institutions Act (FinIG), and the Anti-Money Laundering Act (GwG). This approach reflects the Swiss legislative philosophy of adapting existing law rather than creating a separate crypto-specific regime, and it means that DLT trading facility operators are subject to the same institutional expectations as traditional financial market infrastructure operators.
Key Data
Swiss DLT Trading Facility Licence
New licence category under the DLT Act (August 2021)
2021
DLT Act enacted
Switzerland's DLT/blockchain regulatory framework came into force August 2021.
FINMA
Supervising authority
FINMA supervises DLT trading facilities under the Financial Market Infrastructure Act (FMIA).
Hybrid
Trading model
DLT facility can serve both institutional and retail participants — unique to this licence type.
Zug
Crypto Valley hub
Over 1,000 blockchain companies registered in Zug — the global DLT incorporation centre.
Licence Comparison
DLT trading facility vs. VASP / crypto licence
two distinct regulatory instruments
The DLT trading facility licence and the VASP / FINMA crypto pathway are frequently confused. They are not interchangeable: one authorises operating infrastructure for DLT securities; the other authorises exchanging or holding crypto assets on behalf of clients. The comparison below shows the key structural differences.
Feature
VASP / Crypto (SRO or FINMA)
DLT Trading Facility
SEBA Bank and Sygnum Bank: crypto banks, not DLT trading facilities
SEBA Bank (now AMINA Bank) and Sygnum Bank are often cited as Swiss crypto banking pioneers. Both hold FINMA banking licences — not DLT trading facility authorisations. They are regulated as banks under the Banking Act and may custody digital assets as part of their banking operations. Their existence does not create a precedent for what a DLT trading facility authorisation process looks like, as they operate under a materially different licence category. A DLT trading facility is specifically for trading-venue infrastructure, not for offering banking services to individual crypto clients.
See FINMA crypto licence pathways →Application Process
From incorporation to FINMA authorisation
seven steps, 12–18 months
A DLT trading facility authorisation is a multi-phase project. Sequence and completeness of documentation are the primary determinants of timeline. Pre-enquiry with FINMA before formal application is essential — this licence category has limited precedent and FINMA engages substantively at the pre-application stage.
01
Company incorporation
Incorporate a Swiss AG in the chosen canton (typically Zug). Execute articles of association before a notary, deposit CHF 5,000,000 in a blocked bank account, and file with the cantonal Handelsregister. The articles must describe the intended DLT trading facility activities expressly.
02
Business plan and legal structure
Draft a comprehensive business plan covering the trading model, DLT securities scope, participant types (professional and/or non-professional), settlement mechanics, revenue model, and governance structure. Prepare the legal analysis of instruments to be traded — DLT security classification under OR Art. 973d is the threshold question.
03
Legal, compliance, and AML concept
Develop a full AML/KYC concept covering participant onboarding procedures, transaction monitoring (including on-chain analytics), Travel Rule implementation, suspicious-activity reporting to MROS, and AML officer designation. FINMA evaluates the AML concept as a core authorisation component.
04
IT and operational security documentation
FINMA requires detailed IT architecture documentation, cybersecurity policies, DLT node and key management procedures, business-continuity planning, and system redundancy specifications. Third-party technology audits are typically required.
05
FINMA pre-enquiry (Voranfrage)
Before formal application, conduct a pre-enquiry with FINMA to confirm the licence category, identify any structural issues, and align on documentation requirements. For a novel infrastructure licence such as a DLT trading facility, this step is essential — FINMA has limited precedent and will engage substantively at pre-application stage.
06
Formal authorisation application
Submit the complete authorisation dossier to FINMA: completed application form, business plan, articles of association, Handelsregister extract, capital evidence, org chart, compliance concept, AML concept, IT documentation, fit-and-proper declarations for board and senior management, and participant admission rules.
07
FINMA review and authorisation
FINMA reviews the dossier, requests supplementary information, conducts interviews with key personnel, and may conduct on-site inspections. Timeline for a DLT trading facility: typically 12–18 months from formal filing. FINMA issues a formal authorisation decision once all conditions are satisfied.
Goldblum & Partner AG — our role in a DLT licence project
Goldblum & Partner AG has been advising on Swiss company formation, FINMA licensing, and regulatory structuring from our office at Baarerstrasse 25, Zug since 2007. For a DLT trading facility project, we provide: initial legal-structure scoping, AG incorporation in Zug, pre-application liaison with FINMA, document preparation and translation, AML/KYC concept drafting, IT documentation review coordination, and registered office and nominee director services throughout the authorisation process.
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Baarerstrasse 25 · 6300 Zug · Switzerland · Est. 2007