The two popular ways of registering a company in Switzerland include SICAFs & Swiss LPs.
The three main pieces of legislation governing SICAFs & Swiss LPs include FINMA-CISO, CISA & CISO. After the adoption of the EU Directive on AIF Managers, Swiss legislation applicable to CISs’ distribution, custody & management has undergone major changes.
Switzerland: Registering a Swiss LP
Supervised by FINMA, Swiss LPs represent CISs geared toward implementation of real estate, private equity & AI projects. Normally, Swiss LPs are run by one or more general partners bearing unlimited responsibility for delegation of certain tasks to 3rd parties; however, they must ensure that doing so serves the best interests of their respective companies. It’s worth noting that GPs can delegate functions pertaining to management of assets only to regulated CIS managers.
Individuals investing in Swiss LPs are deemed partners with limited liabilities. They aren’t allowed to manage Swiss LPs; however, they do enjoy some governance & information rights, including a right to periodically access quarterly financial reports & information on financial accounts. Registration of an investment company in Switzerland is only possible if there’s qualified investors in its structure.
Switzerland: Registration of SICAF
SICAFs, which is a Swiss analogue of an LLC, are companies created solely for the purpose of managing their own assets. They’re forbidden to engage in any business activity & provided with a separate legal personality status by their investors.
SICAFs aren’t regulated by the CISA, if their stocks are traded on stock exchanges or their stakeholders are represented by qualified investors. As of the time of writing, FINMA regulates no SICAFs.
Switzerland: Establishments of PEFs
Establishing Swiss LPs requires FINMA authorization & review of an application by a FAOA-recognized audit firm. Normally, it takes from 3 to 4 months for a permit to be issued; it may take longer if unforeseen complications arise or FINMA has to process too many applications.
FINMA charges up to forty thousand Swiis francs for registration of a Swiss LP. There’s an annual supervisory fee that’s calculated based on a Swiss LP’s assets.
Swiss LPs mustn’t comply with any capital requirements. GPs’ minimum share capital is to be paid in full & amount to one hundred thousand Swiss francs. Swiss LPs’ are required to hire independent Swiss auditors & paying & depositary agents.
Partners with a limited liability are allowed to periodically access quarterly financial reports & information on financial accounts. Registering partnerships in Switzerland & approving GPs is the exclusive prerogative of FINMA.
Investment Managers
To obtain a license from FINMA, investment managers are to comply with certain financial requirements (e,g. having a share capital of no less than two hundred thousand Swiss francs & ensuring compliance with a requirement for the adequacy of capital). Compliance with a proper-and-fit requirement must also be ensured.
Formation of investment funds in Switzerland is a process that requires indepth knowledge of Swiss financial legislation & compliance with regulatory requirements. IQ Decision UK can provide advice on the registration of a company in Switzerland & ensure that your registration process goes off smoothly & trouble-free.
