Legal | Tax | Compliance
Legal | Tax | Compliance
Electronic bills of lading are permissible and feasible under Swiss law; the Federal Council has resolved the remaining legal uncertainties
Since February 1, 2021, with the entry into force of Art. 1153a of the Swiss Code of Obligations (CO), Swiss law has expressly permitted the issuance of electronic documents of title to goods in the form of ledger-based securities. The remaining statutory provisions regarding documents of title to goods - such as those in the Maritime Code (SSG) and the Swiss Code of Obligations - continue to apply unchanged.
The SSG expressly states that bills of lading are documents of title to goods within the meaning of the Civil Code. A bill of lading may therefore also be issued digitally, provided it meets the legal requirements for a ledger-based securities under Art. 973d et seq. CO. Swiss law thus takes international developments (such as the Rotterdam Rules) into account and ensures that an electronic commercial document can, in principle, have the same legal effects as a traditional paper document.
An electronic bill of lading is only legally equivalent to a paper bill of lading if it is structured as a ledger-based security. The law ties this classification to clear requirements: In particular, the electronic registry must guarantee the integrity and immutability of the right, enable a clear assignment of the power of disposal, and ensure transparency and traceability.
It is essential that at any moment only one authorized person holds the power of disposal over the electronic bill of lading. Control over the registry entry replaces the physical possession of the paper document. Purely electronic representations (such as PDF files or simple platform solutions without a legally compliant registry) do not meet these requirements. Legally, they are considered merely as evidentiary documents, but not as documents of title to goods.
The legal requirements for a ledger-based security are set forth in Art. 973d et seq. CO.
An electronic bill of lading structured as a ledger-based security fully assumes the transfer function of a paper-based bill of lading. Legally, the transfer of the registry entry replaces the physical delivery of the goods themselves. The holder listed in the registry is entitled to demand delivery of the goods from the carrier—just as with a traditional bill of lading.
The functions of legitimation and protection of third parties are also preserved. The acquisition of an electronic bill of lading in good faith is protected: Anyone who acquires the power of disposal over the ledger-based security in good faith may, in principle, rely on the legal situation.
Critics have objected, however, that under current law, a purely virtual bill of lading cannot serve as collateral because it does not constitute a physical security instrument. This would be particularly problematic for banks and the letter of credit process. While it would be true that, in the case of a paper bill of lading, the document and the right form a single unit, and the transfer of the document transfers the right it represents, the law would deliberately provide for an alternative system for ledger-based securities: The creation of securities does not occur through a transfer of possession, but rather through an entry in the registry. Furthermore, it was criticized that there is legal uncertainty as to whether the rules governing ledger-based securitites also apply to bills of lading, since such commercial documents are defined in the Maritime Code rather than in the Swiss Code of Obligations and are based on the Hague-Visby Rules. Both the SSG and the Hague-Visby Rules would date from a time when electronic documents were still unknown and have since been revised only to a limited extent. Consequently, the drafters of the Hague-Visby Rules would only have had physical documents in mind. Consequently, it would remain unclear even today whether an bill of lading can be issued as a ledger-based security under Swiss law.
As part of Switzerland’s maritime strategy, the Federal Council has now eliminated these legal uncertainties by making a minor amendment to the Maritime Shipping Ordinance («SSV»).
The Federal Council has introduced the new Art. 15a SSV, which explicitly stipulates that bills of lading may be issued in the form of ledger-based securities (Art. 1153a OR). In doing so, the Federal Council has clarified the understanding and interpretation of the term «bill of lading» as defined in the SSG.
The requirements regarding the form and content of a Swiss eB/L, as well as its legal effects, are now clearly defined in Articles 973d et seq. CO concerning ledger-based securities (art. 116 SSG in conjunction with art. 15a SSV, in conjunction with art. 925 of the Swiss Civil Code (ZGB) in conjunction with art. 1153a CO).
The legal uncertainties described above have thus been resolved.
Under Swiss law, a bill of lading may be explicitly structured as a ledger-based security from July 1, 2026, without any legal uncertainty. The rights embodied in a Swiss electronic bill of lading can be transferred (by transfer of rights) or pledged by transferring access to the registry.
This paves the way for the industry to build corresponding trust in CH eB/L, enabling such electronic bills of lading to be issued without further ado under Swiss law in the future.
Although Swiss law explicitly permits electronic bills of lading as of July 1, 2026, the greatest challenges lie in the practical implementation. An electronic bill of lading requires a technical infrastructure that meets all legal requirements—particularly with regard to integrity, transparency, and exclusive power of disposal.
While international platforms such as essDOCS, Bolero, and Wave BL are well-established, it must be assessed on a case-by-case basis whether they guarantee the legal validity of a Swiss ledger-based security. Furthermore, Switzerland currently has no public registry for ledger-based securities for goods. The legally required publicity must therefore be ensured through private systems, which raises questions regarding oversight, evidentiary value, and accessibility.
Other outstanding issues concern the handling of technical malfunctions or losses (e.g. loss of tokens), the seizure or freezing of electronic bills of lading in cases of enforcement or bankruptcy, and the international interoperability of different systems. These uncertainties have significantly hindered market penetration to date, which is why paper bills of lading are still the norm in practice. This demonstrates that, in addition to the legal framework, market acceptance and infrastructure are the decisive factors.
Under current Swiss law, electronic bills of lading are permissible and are treated as equivalent to traditional bills of lading—provided they are structured as ledger-based securities in accordance with Art. 973d OR. Legally, they can fulfill all the functions (document of title, documents of legitimacy, collateral for secured transactions etc.) associated with paper bills of lading. The current legal framework fully permits the issuance and use of electronic bills of lading. The remaining challenges now lie in practical implementation – in particular the development of reliable registry platforms and international harmonization. Here, the industry is called upon to establish common standards and build trust in the new digital documents. However, with increasing acceptance and mature technology, electronic bills of lading are likely to realize their great potential and make trade more efficient.
Switzerland has done its part and laid the legal groundwork for electronic bills of lading. Now we can only hope that the industry will follow suit and begin to utilize this platform created by Switzerland.
Do you have questions about electronic bills of lading? Our experts in commercial law, logistics, and compliance are happy to assist you — feel free to contact us at any time with no obligation.
