Cryptocurrencies as Contributions – Legal Admissibility and Challenges in Switzerland and Germany

1. Share Capital in the Age of Digital Assets

The question of whether cryptocurrencies can serve as valid contributions to the share capital of German and Swiss limited liability companies (GmbH) and stock corporations (AG) exemplifies the recurring tension between technological innovation and the imperative of legal certainty. Both jurisdictions impose strict capital maintenance and creditor-protection rules, which must be reconciled with the unique characteristics of digital assets. This interplay raises fundamental questions about classification, valuation, and transferability—issues that are central to determining the admissibility of cryptocurrencies as contributions under corporate law.

The assets of a Swiss corporation (AG or GmbH) alone serve as the creditor’s security (Article 620 para. 1 and Article 772 para. 1 of the Swiss Code of Obligations (CO)), with strict requirements imposed on capital contributions, particularly with respect to contributions in kind and capital protection.

A similar principle applies under German law: the admissibility of cryptocurrencies as capital contributions is assessed based on the principle of creditor protection inherent in the legal framework governing capital companies. Under German corporate law, only the company’s assets are liable to its creditors (Section 13 para. 2 GmbHG; Section 1 para. 1 sentence 2 AktG). This limitation of shareholder liability is counterbalanced by strict capital-raising and capital-maintenance requirements, which vary in intensity depending on the corporate form.

Against this backdrop, the capital resources of a GmbH or an AG cannot be understood solely as a matter of negotiation by its founders. As a counterbalance to the increased risk borne by creditors, the amount of share capital and the nominal values of the shares must be mandatorily specified in the articles of association, and minimum contributions toward the statutory minimum capital must be made.

2. Admissibility and Legal Challenge

Under Swiss law, cryptocurrencies can be understood as digitized tokens of value. They are data elements that exist exclusively in digital form, generated, secured, and transferred through cryptographic methods via a distributed ledger, and are accepted as means of exchange or payment in real-world transactions. If share capital is paid using cryptocurrency in the context of a company formation, capital increase, or subsequent contribution, this does not constitute a cash contribution (as cryptocurrencies are not money in the Swiss legal sense) but rather a contribution in kind (Sacheinlage). The minimum capital required by Swiss law must be covered both at the time of notarization and at the time of registration in the commercial register. The contribution in kind is typically made at market value in order to cover the nominal value of the shares. However, due to potential price volatility, it is advisable to include a “security margin” when contributing assets with volatile values such as cryptocurrencies. According to the practice of Swiss commercial registries, cryptocurrencies are accepted as contributions in kind at their full market value without deduction (as was previously the case for the pre-blockchain Swiss digital currency WIR due to its limited usability).

Under Article 634 para. 1 CO, cryptocurrencies are permissible as contributions in kind only if they are (i) objectively valuable, (ii) transferable, (iii) available to the company, and (iv) capable of being realized through transfer to a third party. Cryptocurrencies are generally considered assets that must be recognized on the balance sheet under Swiss law if they are controlled by the company, their value can be reliably measured, and they can be converted into cash through sale. The cryptocurrency must be freely transferable, meaning that no legal or contractual restrictions prevent its transfer. With respect to availability, the cryptocurrency must be accessible to the company immediately after incorporation or a capital increase; this requirement is not satisfied if, for example, third parties have access to the private key. The ability to realize the asset requires the existence of a functioning market—i.e., the asset must be traded frequently in a liquid market (e.g., BTC or ETH). Under Article 634 para. 2 CO, a contribution-in-kind agreement must be in writing, describe the assets in sufficient detail, and include a valuation. In addition, a founders’ report pursuant to Article 635 CO is required.

Under German law, cryptocurrencies are neither money, property, nor claims (Forderungen) in the legal sense; rather, they are electronic data records used to manage balances within a network and facilitate transactions between accounts. Accordingly, they qualify as contributions in kind (Sacheinlage) under Section 5 para. 4 and Section 8 para. 1 GmbHG and Section 27 AktG, rather than as cash contributions (Barkapitaleinlage). However, the civil-law classification and contribution eligibility of cryptocurrencies remain highly controversial under German law and are only broadly defined. Notwithstanding these unresolved issues, there is broad consensus that cryptocurrencies may in principle serve as valid contributions to a GmbH or AG under the principle of private autonomy (Privatautonomie).

A prevailing view holds that Section 27 para. 2 AktG applies analogously to GmbHs, meaning that contributions in kind must have an ascertainable economic value. Cryptocurrencies whose value cannot be determined with sufficient certainty—due to insufficient market penetration or excessive volatility—are therefore unsuitable as contributions in kind. The required assessability (Bewertbarkeit) under Section 27 para. 2 AktG may be lacking due to the speculative nature of certain cryptocurrencies, rapid technological change, or limited market acceptance. However, normal price fluctuations do not preclude cryptocurrency contributions so long as trading is supported by appropriate infrastructure and sufficient market capitalization. The admissibility of cryptocurrencies as contributions in kind must be assessed from an objective creditor’s perspective.

3. The Future of Digital Assets in Corporate Capitalization

The regulation of digital assets is constantly evolving, making it essential for companies to stay informed about applicable regulatory requirements. In particular, companies that intend to hold capital in digital assets must be aware of potential financial-market regulations. In October 2025, the Swiss Federal Council initiated a consultation (Vernehmlassung) on amendments to the Financial Institutions Act (FinIA), proposing two new licensing categories: payment institutions (replacing the current fintech license) and crypto institutions. In the second half of 2026, the Federal Council is expected to submit a dispatch (Botschaft) to Parliament. These developments are unlikely to negatively affect the use of cryptocurrencies as contributions in kind. However, future regulation could affect transferability and thus the permissibility of cryptocurrency contributions under Swiss law.

Although the German legal framework does not prohibit the use of cryptocurrencies as capital contributions, substantial legal and practical uncertainties remain. The anonymity and decentralized architecture of blockchain systems, together with valuation and transferability concerns—both essential for creditor protection—present significant obstacles. While cryptocurrency contributions appear to be permissible in principle, they remain legally risky. Many issues under German law are unresolved, and admissibility depends heavily on the specific facts of each case. Accordingly, companies must assess each transaction individually, ensure compliance with statutory requirements and best practices, and remain aware that both technological and legal developments may introduce further uncertainty.