Daura: Democratising Equity Tokenisation for Swiss SMEs

Daura AG addresses one of Swiss corporate life’s most persistent inefficiencies: the paper share certificate. Switzerland has approximately 600,000 active Aktiengesellschaften (AGs) — joint-stock companies, the standard corporate form for businesses of all sizes. The overwhelming majority issue and manage their shares via physical certificates, a nineteenth-century practice that creates administrative burden, legal risk, and — most significantly — prevents the development of any meaningful secondary market for SME equity. Daura is building the infrastructure that transforms this: a FINMA-supervised platform that allows Swiss AGs to digitise their share register, issue equity as Registerwertrechte under the DLT Act, and enable the conditions for secondary market trading of shares in private Swiss companies.

Origins: SIX Group Spin-Off to Independent Company

Daura was established in 2019 as a project within SIX Group, the Swiss financial market infrastructure operator. The founding rationale was consistent with SIX Group’s broader DLT strategy: just as SIX was building SDX for institutional tokenised securities, SIX could build a digitised equity infrastructure for Swiss private companies that would operate on similar DLT principles but serve the SME market.

The initial Daura product was a cap table management and share register platform — a digital replacement for the Excel spreadsheets and paper registers that most Swiss private companies use to track their shareholders. This initial product did not require DLT Act capabilities; it was a digital administration tool. The DLT Act’s enactment in 2021 transformed Daura’s potential by providing the legal basis for the next step: converting digitally-managed shares into Registerwertrechte with genuine on-chain transfer capability.

Daura subsequently became operationally independent from SIX Group while retaining SIX as an investor and strategic partner. This independence gives Daura operational flexibility while maintaining the institutional credibility that SIX Group investment provides.

How Daura Works: From Paper Certificates to Registerwertrechte

The Daura platform operates through a defined process for Swiss AG share digitisation:

Step 1: Company onboarding and KYC: a Swiss AG onboards to the Daura platform, providing corporate documentation, shareholder identity verification, and existing share register data. Daura performs KYC/AML verification on all shareholders in accordance with Swiss GwG (Anti-Money Laundering Act) requirements.

Step 2: Share register digitalisation: Daura creates a digital representation of the company’s existing share register on its platform. All existing shareholders, share classes, and encumbrances (pledges, usufructs, voting restrictions) are recorded in the digital register. This step does not yet involve DLT issuance — it is database migration from paper to digital.

Step 3: Conversion to Registerwertrecht (optional): companies that wish to issue their shares as fully DLT-native securities — Registerwertrechte under the DLT Act — can take the additional step of converting their share register to an on-chain register. At this point, each share becomes a DLT token; transfer of shares occurs through on-chain transactions rather than physical certificate delivery or database updates.

Step 4: Corporate action management: once on Daura’s platform, corporate actions (capital increases, share repurchases, option exercises, conversions between share classes) are managed digitally. New share issuances appear instantly in the digital register; option holders can exercise through the platform with immediate reflection in the cap table.

Step 5: Secondary transfer facilitation: Daura facilitates transfers between shareholders — both for structured transactions (employee option exercises, secondary tender offers, investor-to-investor transfers) and for potential market-based trading in cases where Daura has developed secondary market mechanisms.

The Swiss SME Opportunity: 600,000 Undigitised AGs

The market opportunity Daura is addressing is of a scale that institutional technology investors find compelling: Switzerland has approximately 600,000 active AGs as of 2025. Of these, an estimated 595,000 to 599,000 have paper share certificates and no digital share register. Most have never conducted a structured secondary transaction in their shares.

The consequences of this paper-based system are material:

Administrative burden: every share transfer requires physical execution of a share transfer deed, physical delivery or constructive transfer of certificates, and manual updating of the paper register. For an unlisted AG with active employee stock option programmes, this can involve dozens of transactions annually.

Legal risk: paper share registers are vulnerable to loss, destruction, fraud, and inconsistency. Swiss corporate law requires that the share register be the authoritative record of beneficial ownership, but paper registers are not reliably maintained, creating legal risk for both the company and its shareholders.

Liquidity impossibility: with paper shares, there is no mechanism for market-based price discovery or secondary trading. A shareholder in a Swiss SME — including an employee who received shares or options — typically cannot realise value except through a structured secondary transaction or a company sale. The absence of any secondary market liquidity mechanism is a structural inefficiency that suppresses participation in SME equity ownership.

Daura’s digital platform eliminates the administrative burden, reduces legal risk, and creates the preconditions for secondary market development.

The ZKB Partnership: Cantonal Banking Integration

Zürcher Kantonalbank (ZKB) — Switzerland’s largest cantonal bank, owned by the Canton of Zurich and serving approximately 900,000 private and business clients — integrated Daura into its corporate banking services as a strategic partner. The ZKB partnership gives Daura access to the SME corporate banking client base that ZKB serves across the Zurich region, representing thousands of potential Daura client companies.

The strategic logic of the partnership is straightforward: ZKB wants to provide its SME clients with modern corporate administration tools including digital share registers; Daura has the technology and regulatory approvals to provide that service. For Daura, ZKB’s distribution through corporate banking relationship managers provides a client acquisition channel that would cost tens of millions of Swiss francs to replicate organically.

The ZKB partnership is significant beyond client acquisition: it signals that the cantonal banking system — which collectively serves much of Switzerland’s SME sector — endorses Daura as the standard for Swiss private company equity digitisation. Other cantonal banks and regional banks are likely to evaluate similar partnerships.

FINMA Regulatory Framework

Daura operates as a FINMA-supervised financial market infrastructure, specifically as a DLT-based register for equity Registerwertrechte. This regulatory status involves ongoing FINMA oversight of Daura’s technical infrastructure, governance, and compliance with the Swiss DLT Act’s requirements for DLT registers.

The regulatory approval was not straightforward: equities are more complex securities than bonds from FINMA’s perspective because they carry voting rights, dividend rights, and preemption rights that must be reliably connected to the DLT token. FINMA’s approval of Daura as a Registerwertrecht register for equity confirms that the platform’s technical and legal architecture adequately protects these shareholder rights.

FINMA’s approval also required that Daura implement appropriate investor protection mechanisms, including KYC/AML for all registered shareholders, transfer restrictions where company articles require them, and maintenance of the shareholder register in a form that satisfies Swiss company law.

Secondary Market Development: The Liquidity Frontier

Daura’s current stage of development focuses primarily on share register digitisation and cap table management — the foundational services that create value before any secondary trading occurs. However, the strategic destination is a functioning secondary market for SME shares: a mechanism by which shareholders in private Swiss AGs can find buyers and sellers at prices determined by actual supply and demand.

Developing this secondary market faces multiple challenges:

Price discovery: private company shares have no market price. Establishing a fair price requires either a formal valuation (expensive, periodic) or a market mechanism (continuous but requires participants). Daura’s approach involves structured secondary processes — periodic tender offers, designated secondary transaction windows — rather than continuous order book trading, reflecting the realistic liquidity constraints of SME equity.

Transfer restrictions: most Swiss AG articles of incorporation include transfer restrictions (Vinkulierung) requiring board approval for share transfers, pre-emption rights for existing shareholders, and sometimes restrictions on who can be a shareholder. Daura’s platform must enforce these restrictions digitally, which requires integration between the smart contract logic and the company’s constitutional documents.

Investor qualification: SME shares are not publicly offered securities. Secondary sales may trigger prospectus and securities regulation obligations if conducted publicly. Daura’s secondary market operates within private placement exemptions — transactions between qualified or existing shareholders — rather than as a public secondary market.

Despite these constraints, Daura has facilitated hundreds of secondary transactions in Swiss SME shares since its launch, representing a meaningful improvement over the zero secondary liquidity that existed previously.

Comparison with Aktionariat AG

Aktionariat AG, a Zurich-based startup, offers an alternative approach to Swiss SME equity tokenisation. Where Daura focuses on established AGs with complex cap tables and institutional banking partnerships, Aktionariat targets startups and scale-ups who want to issue tokenised shares from inception, often using Uniswap-based liquidity pools to provide a degree of market-making.

Aktionariat’s Uniswap integration is technically innovative — it uses automated market maker (AMM) mechanisms adapted for compliant securities — but remains experimental at institutional scale. Daura’s approach is more conservative: structured secondary processes, no public AMM exposure, strong regulatory oversight. The two companies serve adjacent but distinct market segments, with Aktionariat more oriented toward the startup and early-stage community and Daura more oriented toward established SMEs and the cantonal banking distribution channel.

International Expansion Prospects

Daura’s current focus is the Swiss market, where the addressable opportunity (600,000 AGs) is large enough to sustain years of growth without international expansion. However, comparable markets exist in neighbouring jurisdictions:

Germany: approximately 600,000 GmbHs (the German equivalent of the AG) face similar paper share certificate challenges, and Germany’s eWpG (Electronic Securities Act of 2021) provides a legal basis for electronic share registers. A Daura-equivalent for German GmbHs is technically feasible.

Austria: the Austrian GmbH system has comparable characteristics, with a smaller market (approximately 150,000 GmbHs).

Whether Daura will expand into these markets or focus on deepening its Swiss penetration depends on its Series B fundraising strategy and SIX Group’s appetite for international growth versus Swiss market depth.

Funding and Outlook

Daura has raised approximately CHF 10 million in Series A funding, including investment from SIX Group and ZKB (confirming both as financial stakeholders as well as distribution partners). Additional funding rounds are expected as Daura scales from hundreds to thousands of client companies.

The equity tokenisation opportunity for Swiss SMEs is large and strategically important for Switzerland’s financial centre. If Daura can digitise even 5% of Switzerland’s 600,000 AGs over the next decade — 30,000 companies — it becomes the default infrastructure for Swiss private company equity management, a position with significant long-term value.

Published by ZUG DLT — Donovan Vanderbilt. zugdlt.com provides independent institutional intelligence on Switzerland’s distributed ledger technology ecosystem.