Financial Institutions Act (FinIA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only, has no legal force and may not be relied on in legal proceedings.
Section 1 Portfolio Managers and Trustees
Art. 17 Definitions
1 A portfolio manager is a person mandated to manage assets on a commercial basis in the name of and on behalf of clients within the meaning of Article 3 letter c items 1 to 4 FinSA. 2 A trustee is a person who on a commercial basis manages or holds a separate fund for the benefit of the beneficiaries or for a specified purpose based on the instrument creating a trust within the meaning of the Hague Convention of 1 July 1985 on the Law Applicable to Trusts and on their Recognition.
Para. 1 — SR 950.1 Para. 2 — SR 0.221.371
Art. 18 Legal form
1 Portfolio managers and trustees which have their registered office or place of residence in Switzerland must have one of the following legal forms: a. sole proprietorship; b. commercial enterprise; c. cooperative. 2 Portfolio managers and trustees must be listed in the commercial register.
Art. 19 Tasks
1 The portfolio manager manages individual portfolios. 2 The trustee manages the separate fund, ensures its value is maintained and employs it for the specified purposes. 3 Portfolio managers and trustees may also provide the following services in particular: a. investment advice; b. portfolio analysis; c. offering of financial instruments.
Art. 20 Qualified managers
1 The management body of a portfolio manager or trustee entity must consist of at least two qualified persons. 2 The management body may consist of only one qualified person subject to proof that continuation of business operations on a going concern basis is guaranteed. 3 A person is deemed qualified to manage business operations if they have received appropriate training in the activities of a portfolio manager or trustee and at the time of assuming management duties has had sufficient professional experience in portfolio management for third parties or within the framework of trusts. The Federal Council shall regulate the details.
Art. 21 Risk management and internal control
1 Portfolio managers and trustees must have an appropriately defined risk management system in place as well as an effective internal control structure to ensure, among other requirements, compliance with legal and internal provisions. 2 The tasks of risk management and internal control may be carried out by a qualified manager or delegated to one or more suitably qualified employees or to a qualified external entity. 3 Persons who carry out the tasks of risk management and internal control may not be involved in the activities which they supervise.
Art. 22 Minimum capital and collateral
1 The minimum capital of portfolio managers and trustees must amount to CHF 100,000 and be paid up in cash. The minimum capital requirement must be complied with at all times. 2 Portfolio managers and trustees must have adequate collateral or take out professional liability insurance. 3 The Federal Council shall set the amount of collateral and the sum to be insured under professional liability insurance.
Art. 23 Own funds
1 Portfolio managers and trustees must have sufficient own funds. 2 Own funds must at all times amount to at least one quarter of the fixed costs reported in the most recent annual financial statement and no more than CHF 10 million.
Section 2 Managers of Collective Assets
Art. 24 Definition
1 A manager of collective assets is a person who manages assets on a commercial basis in the name and on behalf of: a. collective investment schemes; b. occupational pension schemes. 2 Portfolio managers within the meaning of Article 17 paragraph 1 are: a. Managers of collective assets in accordance with paragraph 1 letter a whose investors are qualified within the meaning of Article 10 paragraph 3 or 3ter of the Collective Investment Schemes Act of 23 June 2006 and fulfil one of the following conditions: 1. The assets of collective investment schemes under their management, including the assets acquired through the use of leveraged finance, amount in total to no more than CHF 100 million. 2. The assets of collective investment schemes under their management do not exceed CHF 500 million in total and do not include leveraged financial instruments. The collective investment schemes give no right to redemption in the first five years after making the first investment. b. Managers of coll
Para. 2 let. a — SR 951.31
Art. 25 Legal form
Managers of collective assets who have their registered office in Switzerland must have the legal form of a commercial enterprise.
Art. 26 Tasks
1 Managers of collective assets are responsible for the portfolio and risk management of the assets entrusted to them. 2 In addition, managers of collective assets may conduct fund business, in particular, for foreign collective investment schemes. If the foreign country's law requires an agreement on cooperation and information exchange between FINMA and the foreign supervisory authorities of relevance for the fund business, they may perform this business only where such an agreement exists. 3 Managers of collective assets may also perform administrative activities within the scope of these tasks.
Art. 27 Delegation of tasks
1 Managers of collective assets may delegate tasks to third parties, provided this is in the interests of efficient management. 2 Any person who delegates the management of the assets of an occupational pension scheme or collective investment scheme to a manager of collective assets remains responsible for adhering to the relevant investment guidelines.
Art. 28 Minimum capital and collateral
1 Managers of collective assets must possess the required minimum capital. This must be fully paid up. 2 FINMA may permit managers of collective assets in the form of partnerships to provide appropriate collateral instead of minimum capital. 3 The Federal Council shall regulate the amount of the minimum capital and of the collateral. It may furthermore make the granting of authorisation contingent upon possession of professional liability insurance.
Art. 29 Own funds
1 Managers of collective assets must possess an appropriate level of own funds. 2 The Federal Council shall set the amount of own funds based on the business activity and the risks.
Art. 30 Group and conglomerate supervision
Where a financial group is dominated by a manager of collective assets or a financial conglomerate is dominated by a manager of collective assets, FINMA may make these subject to group or conglomerate supervision, provided this is in accordance with recognised international standards.
Art. 31 Change of manager of collective assets
A manager of collective assets shall give advance notice of the assumption of its rights and obligations by another manager of collective assets to the relevant supervisory authority for the collective investment scheme or occupational pension scheme.
Section 3 Fund Management Companies
Art. 32 Definition
A fund management company is an entity that manages investment funds independently in its own name and for the account of investors in accordance with Article 15 paragraph 1 letter a of the Collective Investment Schemes Act (CISA) of 23 June 2006 or administers a SICAV in accordance with Article 13 paragraph 2 letter b CISA.
Art. 32 — Amended by Annex No 5 of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885). SR 951.31
Art. 33 Legal form and organisation
1 The fund management company must be a company limited by shares that has its registered office and head office in Switzerland. 2 The share capital shall be divided into registered shares. 3 The persons managing the fund management company and the custodian bank must be independent of each other's company. 4 The main purpose of the fund management company is to conduct the fund business; this consists of the offering of units in the investment fund and its management and administration.
Art. 34 Tasks
In addition to conducting activities in accordance with the present Act, the fund management company may perform the following other services, in particular: a. the safekeeping and technical management of collective investment schemes; b. the administration of an investment company with variable capital (SICAV).
Art. 35 Delegation of tasks
1 The fund management company may not delegate the management of the investment fund to third parties. However, it may delegate investment decisions as well as specific tasks to third parties, provided this is in the interests of efficient management. 2 In the case of collective investment schemes for which the facilitated offering of shares exists in the European Union based on a treaty, investment decisions may not be delegated to either the custodian bank or any other companies whose interests may conflict with those of the manager of collective assets or the fund management company or the investors.
Art. 36 Minimum capital
1 The fund management company must possess the required minimum capital. This must be fully paid up. 2 The Federal Council shall regulate the amount of the minimum capital.
Art. 37 Own funds
1 There must be an appropriate ratio between the fund management company's own funds and the overall assets of the collective investment schemes under its management. The Federal Council shall specify this ratio. 2 In special cases, FINMA may ease the requirements, provided this does not adversely affect the protective purpose of this Act, or it may order more stringent requirements. 3 The fund management company may not invest the prescribed level of its own funds in fund units that it has issued itself or lend its own funds to its shareholders or any natural or legal person with whom they have business or family ties. The holding of liquid funds with the custodian bank shall not constitute a loan.
Art. 38 Rights
1 The fund management company is entitled to: a. receive the fees stipulated in the fund contract; b. an exemption from any liabilities which may have arisen in the course of the proper execution of its tasks; c. receive reimbursement of the expenses incurred in connection with such liabilities. 2 These payments are made from the assets of the investment fund. Investors are not held personally liable.
Art. 39 Change of fund management company
1 The rights and duties of the fund management company may be transferred to another fund management company. 2 In order to be effective, the transfer agreement between the outgoing and incoming fund management company must be done in writing or in another form demonstrable by text and must have the consent of the custodian bank and the approval of FINMA. 3 Prior to approval by FINMA, the outgoing fund management company shall give notice of the proposed transfer in the publication media. 4 The investors must be informed in these publications of their right to lodge objections with FINMA within 30 days of publication. The procedure is based on the Administrative Procedure Act of 20 December 1968. 5 FINMA shall approve the change of fund management company if the legal requirements are met and the continuation of the investment fund is in the interest of the investors. 6 It shall publish the decision in the publication media.
Para. 4 — SR 172.021
Art. 39a Change in the fund management company of a Limited Qualified Investor Fund
1 Article 39 paragraphs 2–6 does not apply to a change in the fund management company of a Limited Qualified Investor Fund (L-QIF) in the legal form of a contractual investment fund. 2 In order to be effective, the transfer agreement must be done in writing or in another form demonstrable by text, and must be approved in advance by the custodian bank. 3 The previous fund management company shall give notice of the proposed transfer in the publication media and indicate when the change will take place. 4 Publication in accordance with paragraph 3 may be waived if all investors are informed of the transfer and the date of completion of the change in writing or in another form that demonstrable by text. 5 The change of fund management company may be completed at the earliest: a. in the case of a contractual investment fund with the option of redemption at any time: 30 days after notice in accordance with paragraph 3 or the information in accordance with paragraph 4 is given; b. in the cas
Art. 39a — Inserted by Annex No 5 of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885).
Art. 40 Segregation of the fund assets
1 In the event of the bankruptcy of the fund management company, the following shall be segregated for the benefit of the investors or account holders: a. assets and rights belonging to the investment fund, without prejudice to the fund management company's claims under Article 38; b. units in collective investment schemes that are credited to unit accounts. 2 Debts incurred by the fund management company that do not result from the fund contract may not be set off against claims belonging to the investment fund.
Para. 1 let. b — Amended by Annex No 5 of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885).
Section 4 Securities Firms
Art. 41 Definition
A securities firm is an entity that, on a commercial basis: a. trades in securities in its own name for the account of clients; b. trades in securities for its own account on a short-term basis, operates primarily on the financial market and: 1. could thereby jeopardise the proper functioning of the financial market, or 2. is a member of a trading venue, or 3. operates an organised trading facility under Article 42 of the Financial Market Infrastructure Act of 19 June 2015; or c. trades in securities for its own account on a short-term basis and publicly quotes prices for individual securities upon request or on an ongoing basis (market maker).
let. b let. 3 — Inserted by No I 7 of the FA of 26 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233). let. b let. 3 — SR 958.1
Art. 42 Legal form
A securities firm that has its registered office in Switzerland must have the legal form of a commercial enterprise.
Art. 43 Foreign-controlled securities firms
The provisions of the BankA on foreign-controlled banks apply by analogy.
SR 952.0
Art. 44 Tasks
1 In particular, the securities firm may: a. hold accounts for settling securities trade within the context of its activity under Article 41 for clients, either itself or with third parties; b. act as custodian of clients' securities, either itself or in its own name with third parties; c. underwrite securities issued by third parties as a firm commitment or on commission and offer these to the public on the primary market on a commercial basis; d. create derivatives itself on a commercial basis, which it offers to the public on the primary market on its own behalf or that of another party. 2 It may accept deposits from the public on a commercial basis within the context of its activity under paragraph 1 letter a. 3 The Federal Council may regulate the use of deposits from the public.
Art. 45 Minimum capital and collateral
1 Securities firms must possess the required minimum capital. This must be fully paid up. 2 FINMA may permit securities firms in the form of partnerships to post appropriate collateral instead of the minimum capital. 3 The Federal Council shall regulate the amount of the minimum capital and of the collateral.
Art. 46 Own funds, liquidity and risk diversification
1 Securities firms must have sufficient own funds and liquidity individually and on a consolidated basis. 2 They must diversify their risks appropriately. 3 The Federal Council shall regulate the risk diversification requirements. It shall set the amount of own funds and liquidity based on the business activity and the risks. 4 Where there are legitimate grounds for so doing, FINMA may ease the requirements, provided this does not adversely affect the protective purpose of the law, or it may order more stringent requirements. 5 FINMA may issue implementing regulations.
Art. 47 Additional capital
The provisions of the BankA on additional capital apply by analogy.
SR 952.0
Art. 48 Accounting
The provisions of the BankA on accounting apply by analogy.
SR 952.0
Art. 49 Group and conglomerate supervision
1 Two or more companies are deemed to be a financial group dominated by a securities firm if: a. at least one of them operates as a securities firm; b. they operate primarily in the financial sector; and c. they form an economic unit or other circumstances suggest that one or more of the companies under individual supervision is de jure or de facto obliged to provide assistance to group companies. 2 A financial conglomerate dominated by a securities firm is a financial group as defined in paragraph 1 operating primarily in the field of securities trading and comprising at least one insurance company of considerable economic significance. 3 The provisions of the BankA on financial groups and financial conglomerates apply by analogy.
Para. 3 — SR 952.0
Art. 50 Record-keeping duty
The securities firm must keep a record of the orders and transactions it conducts together with all the details necessary for their traceability and for the supervision of its activity.
Art. 51 Reporting duty
1 The securities firm must report all of the information necessary for transparent securities trading. 2 FINMA shall regulate which information is to be reported to whom and in what form. 3 Provided this is required for the purposes of the Act, the Federal Council may also impose the reporting duty in accordance with paragraph 1 on persons and companies that buy and sell securities on a commercial basis but without the involvement of a securities firm. Any such company must instruct an audit firm licensed by the Federal Audit Oversight Authority (FAOA) in accordance with Article 9a paragraph 1 of the Auditor Oversight Act of 16 December 2005 (AOA) to audit compliance with this reporting duty and must inform FINMA.
Para. 3 — SR 221.302
Section 5 Branches
Art. 52 Duty to obtain authorisation
1 Authorisation from FINMA is required by financial institutions that have their registered office abroad (foreign financial institutions) and that wish to establish a branch in Switzerland that employs persons who perform any of the following activities in the name of the foreign financial institution on a permanent commercial basis in Switzerland or from Switzerland: a. asset management or trustee activities; b. portfolio management for collective investment schemes or occupational pension schemes; c. securities trading; d. conclusion of transactions; or e. client account management. 2 Foreign fund management companies may not establish branches in Switzerland. 3 The Federal Council may sign international treaties allowing financial institutions from the treaty states to open a branch without requiring authorisation from FINMA if both sides recognise the equivalent nature of the respective regulation of financial institutions' activity and the supervisory measures.
Art. 53 Authorisation conditions
FINMA shall grant the foreign financial institution authorisation to establish a branch if: a. the foreign financial institution: 1. is sufficiently organised and has adequate financial resources and qualified personnel to operate a branch in Switzerland, 2. is subject to appropriate supervision that includes the branch, and 3. proves that the business name of the branch can be entered in the commercial register; b. the competent foreign supervisory authorities: 1. do not raise any objections to the establishment of a branch, 2. undertake to notify FINMA immediately if any circumstances arise that could seriously prejudice the interests of the investors or clients, and 3. provide FINMA with administrative assistance; c. the branch: 1. fulfils the conditions set out in Articles 9 to 11 and has a set of regulations that accurately describes the scope of business and provides for an administrative or operational organisation corresponding to its business activity, and 2. fulfils the addit
Art. 54 Requirement of reciprocity
FINMA may make the granting of authorisation to establish a branch of a foreign financial institution additionally contingent upon a guarantee of reciprocity with the states in which the foreign financial institution or the foreigners with qualified participations have their place of residence or registered office.
Art. 55 Financial groups and financial conglomerates
Where a foreign financial institution is part of a financial group or financial conglomerate, FINMA may make the granting of authorisation contingent upon it being subject to appropriate consolidated supervision by foreign supervisory authorities.
Art. 56 Collateral
FINMA may make the granting of authorisation to establish a branch of a foreign portfolio manager, a foreign trustee or a foreign manager of collective assets additionally contingent upon the posting of collateral if so required for the protection of investors or clients.
Art. 57 Exemptions
The Federal Council may make provision for exempting branches of foreign financial institutions from certain provisions of this Act.
Section 6 Representations
Art. 58 Duty to obtain authorisation
1 Foreign financial institutions require authorisation from FINMA if they employ persons in Switzerland who work for them on a permanent and commercial basis in Switzerland or from Switzerland in another manner than that set out in Article 52 paragraph 1, specifically where these persons forward client orders to them or represent them for marketing or other purposes. 2 Foreign fund management companies may not establish representations in Switzerland. 3 The Federal Council may sign international treaties allowing financial institutions from the treaty states to open a representation without requiring authorisation from FINMA if both sides recognise the equivalent nature of the respective regulation of financial institutions' activity and the supervisory measures.
Art. 59 Authorisation conditions
1 FINMA shall grant the foreign financial institution authorisation to establish a representation if: a. the foreign financial institution is subject to appropriate supervision; b. the competent foreign supervisory authorities do not raise any objections to the establishment of the representation; c. the persons entrusted with its management provide a guarantee of irreproachable business conduct. 2 FINMA may make authorisation additionally contingent upon the granting of reciprocity by the state in which the foreign financial institution has its registered office.
Art. 60 Exemptions
The Federal Council may make provision for exempting representations of foreign financial institutions from certain provisions of this Act.