Comparison with Swiss prospectus and ledger-based securities law

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Switzerland and Singapore reach similar outcomes on the perimeter by different roads. Swiss law treats a token as a security (Effekte) under the Financial Market Infrastructure Act (FinMIA; FinfraG) if it is standardised and suitable for mass trading. The Financial Services Act then imposes the prospectus duty, with exemptions for offers to professional clients, to fewer than 500 persons or below CHF 8 million (see Part E, Chapter IV). Singapore has no equivalent of the Swiss ledger-based security under Art. 973d ff. CO (see Part D, Chapter III). A Singapore company cannot make the blockchain its share register, so a tokenised Singapore share is a record of a beneficial interest or an instruction to the registrar. Switzerland therefore offers the cleaner legal form for tokenised shares, while Singapore offers the deeper regulated infrastructure for tokenised funds and bonds through Project Guardian and its successors, discussed in Chapter VII.

For an issuer the choice between the two is usually driven by the investors. A Swiss AG with ledger-based shares can be sold to Swiss and European investors under a FinSA private placement and traded on a Swiss DLT trading facility. A Singapore VCC or a Singapore-domiciled tokenised fund can be sold to Asian accredited investors under s. 305 SFA and held through a Singapore-licensed custodian. Groups that want both markets commonly use a Swiss issuer and a Singapore distributor or a Singapore fund with a Swiss manager, structures that Part P, Chapter IV describes.

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Dr Alexander Ressos, TEP

Of Counsel, KGP Legal LLC

I am Of Counsel with KGP Legal LLC in Singapore, where I work with a global client base of successful entrepreneurs and their families, independent asset managers, commodity trading houses and other commercial clients. I am a German and Swiss attorney-at-law, also admitted as a solicitor in England & Wales and in Hong Kong. I divide my time between Zug in Switzerland, Singapore and Hong Kong. Since 2017 I have advised international clients on more than 700 crypto and digital asset projects. I also have extensive experience in cross-border litigation and arbitration in Singapore, Hong Kong and other markets in South-East Asia and Greater China.

I operate across the key financial centres in South-East Asia, the Middle East and Switzerland, with a particular focus on asset protection, international tax and estate planning, as well as trusts, company administration and other fiduciary services. My philosophy is to serve as a trusted advisor working closely with my clients and to help them achieve their commercial objectives.

All Singapore law advice is provided through KGP Legal LLC, an established and duly licensed firm of Singapore advocates and solicitors.

KGP Legal LLC is a medium-sized law firm in Singapore that is capable of providing the full range of legal services and corporate administration work. Please contact me directly at [email protected] if you need any further information.

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SingaporeIQ is edited by Dr Alexander Ressos, an international business lawyer with more than 15 years of local experience in Singapore as a permanent resident, a Singapore registered foreign lawyer and managing partner of a Singapore foreign law practice. In addition to significant experience in cross-border investments and transactions, UHNWI private client work and sanctions/export controls, Dr Ressos has extensive experience in cross-border business and in crypto and digital-asset projects in Singapore, drawn from more than 700 projects since 2017.

If you are planning a company incorporation, an investment, a holding structure or a market entry through Singapore, you can reach Dr Ressos directly at [email protected]. Singapore law advice is provided by KGP Legal LLC, a licensed firm of Singapore advocates and solicitors. As a Singapore law practice, KGP Legal LLC is authorised under the Legal Profession Act 1966 to advise on Singapore law and to represent clients before the Singapore courts; foreign law practices with an office in Singapore are, as a rule, not permitted to do either. Dr Ressos and his team facilitate the full range of Singapore legal, compliance and company administration services, including company incorporation, corporate transactions, commercial contracts, crypto and digital assets, financial regulatory work and dispute resolution, including litigation in the Singapore courts. For legal, tax and fiduciary services in Switzerland, see helveticaregister.com.