Licensing Criteria and Procedures for Applying for a Crypto Exchange License in Switzerland
General information
Company structure
- At least one shareholder (no nationality restriction or residency restrictions)
- At least one director (cannot be legal persons and need not to be shareholders of the corporation)
Confidentiality
- Beneficial owners' details – Not part of public record
- Shareholders' details – Details of shareholders are not available to the public
- Directors' details – Details of directors are publicly disclosed
Taxation
Corporate income tax is imposed at both federal, communal and cantonal levels.
The Federal effective tax rate is 7.83%.
Each canton has its own tax legislation and levies cantonal and communal income and capital taxes at different rates. The combined effective tax rate is between 11.5% and 24.2%, depending on the corporate place of residence in Switzerland.
Under certain conditions, companies with predominantly foreign business activities may have cantonal and communal tax reduction or exemption and taxed at an effective tax rate between 7.83% to 11% on foreign-source income
Dividends received are usually taxable.
Secretary / Resident Agent - The company may appoint a secretary, but it is not mandatory
Registered address - Corporations must have a registered office in Switzerland
General meeting - Shareholders should have an annual general meeting within 6 months from its financial year-end. Meeting should take place in Switzerland, can only be held physically. Attendance by videoconference, teleconference, or circular letter is not permitted. Alternatively, shareholders can participate by proxy.
Electronic signature - Permitted
In order to obtain a license, the following steps will be carried out:
- Collection of documents satisfying the AML requirements
- Incorporation of the Switzerland company (includes provision of registered office and secretarial services)
- Bank account set-up
- Filling license application:
- preparing the application forms;
- preparing individual questionnaires for individuals and bodies corporate;
- reviewing and amending the business plan and other policy documents forming part of the application;
- liaising with and attending to the FINMA in respect of the applications.
*It must be noted that steps are executed in the order as listed after the previous step is performed.
*It is important to note that each license application is examined separately on a case by case basis and the FINMA will assign business’ complexity (overall there are three complexity categories). This in term will determine the amount of fees payable.
In order to obtain license, Offshorelicense will fill all necessary application forms and also acquire apostilled corporate documents.
- A notarized copy of valid passport (of each Shareholder and Director)
- A copy of proof of residential address (ex. utility bill that is not older than 3 months of each Shareholder and Director)
- Bank statement (of each Shareholder and Director)
- Bank reference (of each Director)
- Signed and dated CV (of each Shareholder, Director and Employee)
- 2 Legal reference (of each Shareholder, Director and Employee)
- Proof of source of funds
- Notarized copies of Diplomas (of each Shareholder, Director and Employee)
- Notarized non-criminal record (of each Shareholder, Director and Employee)
- Detailed Business plan
- Company manuals (including but not limited to - corporate governance, AML/Compliance, security, IT manual, complaints, remuneration policy, etc.)
- Financial projections
N.B.
- If documents are not in English language, they must be accompanied by a notarized translation.
- If Shareholders and/or Directors are legal persons, the full set of apostilled company documents must be submitted.