Switzerlend AG C1 Shares SHA (LENDS)

Research, firm shelf, model-client eligibility, and advisor selection are recorded separately. The scheduled date is the outside bound; new evidence can reopen the file sooner.

LENDS is a preferred share of Switzerlend AG, the Zurich company behind the lend.ch peer-to-peer lending platform, issued as a Swiss ledger-based security on Aktionariat’s share contracts. The token is the share: the LEND contract is the register of the security, and every one of the 27,277 tokenized shares sits inside a drag-along contract that issues one LENDS for each. No one can pause, freeze or upgrade that contract. The company’s own multisig mints new share tokens and holds an oracle role that can change the terms link and delete recovery claims. What the holder gives up is mostly in the agreement, not the code. Each token is a C1 preferred share with a CHF 53.72 liquidation preference, but token holders waive any board seat and appoint a Representative, the chairman of the board at signing, to cast their votes after polling them. Holders of two thirds of the shares can force a sale of the company; a holder who quits the agreement can be bought out at 80% of fair market value. On 23 September 2026 the order book showed a bid of CHF 60, an ask of CHF 67.90, and no trades that day. We reject it for client portfolios. It is a single private venture stock with no prospectus, no stated US exemption, a thin issuer-run market, and votes cast by a proxy. Its own agreement also names the wrong contract address, a sign of how loosely the paperwork is kept.

Research triggers: events that reopen the assessment or shelf decision
• Switzerlend lists its shares or publishes a prospectus
• An acquisition offer is made on the LENDS contract, or the wrapper migrates
• The LEND owner mints beyond the C1 shares in the commercial register, or declares valid tokens invalid
• Token holders regain a direct vote, or the Representative changes

The research file

What a holder owns

The registration agreement names the issuer, Switzerlend AG of Hofackerstrasse 13, Zurich (CHE-456.445.646), and the instrument, preferred C1 shares ”without transfer restrictions.” The shares are ledger-based securities under article 973d of the Swiss Code of Obligations, and the register is the LEND contract at 0x0618d808…6771: the company mints one indivisible token for each share a holder asks to tokenize, and from then on the share cannot move or be registered without the token. The agreement we read is a scanned PDF signed by the board in May 2024, so its words here come from our own reading of the images.

Two registers do different jobs. The chain records who holds the security. The share register, which Aktionariat keeps for Switzerlend and synchronises with every other Aktionariat issuer, records who may exercise shareholder rights; only persons entered there may vote or take dividends. A holder who proves control of an address and gives name and address can ask to be entered.

All 27,277 LEND tokens sit in the LENDS contract, and the Token Shareholder Agreement says they ”are issued as preferred C1 shares with a nominal value of CHF 1.00.” The preference pays CHF 53.72 per share ahead of common holders in a sale or liquidation, ranked behind any more senior class the articles create, and falls away if the company lists. The company has 31,066 C1 shares in all; the rest of its capital sits in other classes held off chain under a separate shareholders agreement. The investor page values the whole company at CHF 48.4 million at the CHF 68 issue price.

Who votes

This is the part that most separates LENDS from a plain share. The agreement says ”the Token Holders shall not have a right to appoint a director to the Issuer’s Board,” and each token holder ”hereby appoints and instructs the Representative” to represent them and ”exercise and waive all and any rights relating to the represented Share Tokens,” voting included. The Representative is Stefan Jaecklin, whom the registration agreement lists as President of the Board. He must poll the token holders, give them seven days, and vote the majority view; holders who do not answer are left out of the count. A token holder therefore does not vote their own shares at a general meeting. They have one voice in a bloc, and the bloc is cast by the chairman of the company they are voting on.

The agreement also lets the company ”at any time convert the Share Tokens into Shares in the Issuer issued in another form than ledger-based securities,” provided the preference survives, and it waives the token holders’ pre-emptive rights for employee plans, convertible loans and a listing. The holders agree to vote for such conversions.

The drag-along and the oracle

The LENDS contract carries the sale mechanics. Anyone may call makeAcquisitionOffer with a price and the funds; holders vote for 60 days; if yes votes reach 6,666 basis points of the 31,066 C1 shares (the deployed quorum), the buyer executes, the contract hands every wrapped share to the buyer, and each holder unwraps the price. The agreement’s own trigger is wider: a majority of all shares plus the consent of the Series B holders unless the price reaches 1.5 times their CHF 51.13 subscription price. The agreement warns in capitals that the contract ”may be used by a certain majority of shareholders to enforce a transfer of the share tokens for a price that is below the fair market value.”

This newer contract version adds an oracle, set to the company’s multisig 0x0af55121…ad24. The oracle reports the votes of shareholders who hold no tokens, can change the terms link, can delete a recovery claim, and can migrate the wrapper to a new contract with votes it reports from off chain. The code caps those reported votes at the C1 shares not in the wrapper, 3,789 on 23 September 2026, against a migration quorum of 90% (27,960 votes). Even with every outside vote it reports, a migration still needs 24,171 of the 27,277 wrapped tokens moved to the new contract, so the oracle cannot migrate alone. A holder who quits the agreement at the end of a term can be bought out by the company, then the other parties, at 80% of fair market value.

One defect is plain on the page: the agreement says the source code of the SHA contract ”can be found on Etherscan under: etherscan.io/address/0xAe7c2042c2f84Ff5880A185Bd7D81dA5B822B3A7#code.” That contract is quitt.shares, another company’s token. The investor page names the real LENDS contract, 0x343324f5…8047. The agreement also leaves the SHA token name ”[TBD]” and the Oracle ”[Name, Address].”

Who may hold, and how a holder gets out

The registration agreement lists transfer restrictions as ”Not appliable,” and the investor page calls direct sales ”a primary offering by the issuer” under the Swiss Financial Services Act, which needs a prospectus only above set thresholds. No document names an excluded country or addresses US securities law. A US buyer of an unregistered Swiss private-company share relies on an exemption the issuer never claims.

There is no redemption. The company sells tokens at a fixed price, CHF 68.002 that day, and ”is under no obligation to offer or repurchase” them. The secondary market is Switzerlend’s own order book on Aktionariat technology, settled in Frankencoin (ZCHF), which the page calls a non-commercial trading facility outside prudential supervision. On 23 September 2026 the best bid was CHF 60.00, the best ask CHF 67.90, the spread 11.63%, and 24-hour volume zero; the last trade was on 3 September. The whole bid side held eight tokens.

Control on chain

The LENDS contract (Sourcify exact match) is not a proxy and has no owner. No one can pause it, freeze an address, upgrade it, or take a holder’s tokens by fiat. Its powers belong to holders as a group (the drag-along and migration), to the oracle as above, and to anyone who files a recovery claim: a claimant posts collateral against an address said to be lost, and if that address makes no transfer for 180 days the claimant takes its tokens. The oracle can delete such a claim; a holder can opt out per address.

The LEND share contract underneath has an owner, the same Aktionariat MultiSigWalletV4 clone 0x0af55121…ad24, which reports four signers; its recent transactions carry two signatures. It can mint share tokens up to the declared total, raise that total, declare tokens invalid after a court cancels them, and set the claim collateral. It cannot move a holder’s LENDS.

Against DAKS

DAKS, Aktionariat AG’s own share, uses the same legal form and an older version of the same contracts. The differences matter. DAKS holders vote their own shares; LENDS holders vote through the chairman. DAKS has no oracle; LENDS lets the company report outside votes toward a migration. DAKS’s drag-along needs 75%; LENDS needs two thirds. Both are illiquid private stakes sold without a prospectus, and both are outside what a client portfolio should hold.

Sources

The claims above trace to these. Where a number could not be independently verified, the thesis says so.

• Switzerlend AG, Registration Agreement (scanned; read by OCR) · primary · accessed 2026-09-23
  Supports: C1 shares without transfer restrictions, LEND contract is the register, two registers, recovery; issuer may cancel, board signatories incl. President Stefan Andri Jaecklin
• Switzerlend AG, Token Shareholder Agreement · primary · accessed 2026-09-23
  Supports: C1 preference CHF 53.72, Representative votes; no board seat, drag-along and below fair value warning, 80% buyout on exit, conversion to another form, wrong contract address and placeholders
• Switzerlend AG investor page · primary · accessed 2026-09-23
  Supports: share counts, holders, market cap, Aktionariat keeps the register, FinSA primary offering, non-commercial trading facility
• Switzerlend AG secondary trading page · primary · accessed 2026-09-23
  Supports: bid CHF 60.00, ask CHF 67.90, spread 11.63%, 24-hour volume zero, direct price CHF 68.002
• DraggableShares contract on Ethereum (Sourcify exact match) · primary · accessed 2026-09-23
  Supports: no owner or pause, oracle powers, quorums and vote period, 180-day claim period
• Switzerlend AG C1 Shares contract on Ethereum (Sourcify) · primary · accessed 2026-09-23
  Supports: owner mint, setTotalShares, declareInvalid, totalShares 31,066

Inherited controls

The research above describes the protocol layer. Every position also inherits the asset it holds and the chain it settles on. The most administered layer sets the position’s effective control grade; that is a control description, not a quality or suitability score.