Financial Institutions Ordinance (FinIO)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Section 1 Portfolio Managers and Trustees
Art. 19 Commerciality
(Art. 3 and 17 FinIA) 1 Portfolio managers and trustees are deemed to pursue their activities on a commercial basis and, within the meaning of anti-money laundering legislation, on a professional basis if they: a. thereby generate gross earnings of more than CHF 50,000 per calendar year; b. establish business relationships with more than 20 contractual partners per calendar year, each of which relationships is not limited to a once-only activity, or they maintain at least 20 such relationships per calendar year; or c. have unlimited power of disposal over assets belonging to others, which assets exceed CHF 5 million at any given time. 2 Activities for schemes and persons in accordance with Article 2 paragraph 2 letters a, b, d and e FinIA are not factored into the assessment of commerciality. 3 Paragraphs 1 and 2 do not apply to portfolio managers in accordance with Article 24 paragraph 2 FinIA.
Art. 20 Additional authorisation
(Art. 6 FinIA) 1 Portfolio managers also wishing to act as trustees require additional authorisation for this. 2 Trustees also wishing to act as portfolio managers require additional authorisation for this.
Art. 21 Entitlement to be subject to supervision by a supervisory organisation
(Art. 7 para. 2 FinIA) 1 Portfolio managers and trustees are entitled to be subject to supervision by a supervisory organisation if their internal rules and their operational organisation ensure that the supervisory requirements are satisfied. 2 A supervisory organisation can make subjection to supervision dependent on portfolio managers and trustees being required to maintain special statutory professional confidentiality.
Art. 22 Change in facts
(Art. 8 FinIA) 1 Portfolio managers and trustees shall notify the supervisory organisation of any changes in the facts on which its authorisation is based. The supervisory organisation shall periodically forward the changes to FINMA. 2 If authorisation is required in accordance with Article 8 paragraph 2 FinIA, FINMA will as part of its assessment hear the supervisory organisation.
Art. 23 Organisation
(Art. 9 FinIA) 1 Two authorised signatories must sign jointly. Article 20 paragraph 2 FinIA remains reserved. 2 Portfolio managers and trustees must be able to be represented by a person who has their place of residence in Switzerland. This person must be a member of the body responsible for management or of the body responsible for governance, supervision and control in accordance with paragraph 3. Article 20 paragraph 2 FinIA remains reserved. 3 With reservation as to Article 20 paragraph 2 FinIA, FINMA may require the portfolio manager or trustee to appoint a body responsible for governance, supervision and control the majority of whose members are not members of the body responsible for management if: a. it has ten or more full-time positions or annual gross earnings of more than CHF 5 million; and b. the nature and scope of its activities so demand.
Art. 24 Tasks
(Art. 19 FinIA) 1 The portfolio manager shall ensure that the assets entrusted to it for management are held in safekeeping, segregated per client, with a bank pursuant to the BankA, a securities firm pursuant to the FinIA, a trading facility for distributed ledger technology securities (DLT trading facility) in accordance with the FinMIA or other institution that is subject to supervision equivalent to that in Switzerland. 2 It shall manage the assets on the basis of authorisation given in writing or in another form demonstrable via text. The authorisation must be limited to administrative acts. If the portfolio manager is entrusted with the provision of further services which require more far-reaching authorisations, it shall document the basis of these activities. 3 Portfolio managers shall take measures to avoid a break-off of contact with clients and to prevent client relationships from becoming dormant. If a business relationship becomes dormant, the portfolio manager shall take
Para. 1 — SR 952.0 Para. 1 — SR 958.1 Para. 1 — Amended by No I 7 of the O of 18 June 2021 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 400).
Art. 25 Qualified managers
(Art. 20 FinIA) 1 A qualified manager is deemed to satisfy the requirements for training and professional experience at the time of assuming management duties if she or he can furnish evidence of the following: a. five years of professional experience: 1. in the case of portfolio managers, in portfolio management for third parties, 2. in the case of trustees, within the framework of trusts; and b. training of at least 40 hours: 1. in the case of portfolio managers, in portfolio management for third parties, 2. in the case of trustees, within the framework of trusts. 2 Where there are legitimate grounds for so doing, FINMA may grant exemptions from these requirements. 3 Portfolio managers and trustees shall engage in regular continuing professional development to maintain the skills acquired. 4 They shall take the necessary precautions to ensure the continuation of business operations in the event that the qualified manager is prevented from acting or dies. If third parties from outside
Art. 26 Risk management and internal control
(Art. 9 and 21 FinIA) 1 Portfolio managers and trustees shall set out guidelines for the basic principles of risk management and define their risk tolerance. 2 Risk management and internal control are not required to be independent of revenue-based activities if the portfolio manager or trustee: a. is a company which has five or fewer full-time positions or annual gross earnings of less than CHF 2 million; and b. adheres to a non-high-risk business model. 3 The thresholds in accordance with paragraph 2 letter a must be achieved in two of three past business years or be provided for in the business planning. 4 If the portfolio manager or trustee has a body responsible for governance, supervision and control in accordance with Article 23 paragraph 3 and generates annual gross earnings of more than CHF 10 million, FINMA may also require that internal auditors who are independent of management be appointed where the nature and scope of activity so dictate.
Art. 27 Minimum capital
(Art. 22 para. 1 FinIA) 1 The minimum capital requirements of companies limited by shares and of partnerships limited by shares must be met with share and participation capital, those of limited liability companies must be met with nominal capital, and those of cooperatives must be met with cooperative capital. 2 The minimum capital requirements of partnerships and sole proprietorships must be met with: a. the capital accounts; b. the limited partnership contributions; c. the assets of partners with unlimited liability. 3 The capital accounts and assets of partners with unlimited liability may only be counted towards the minimum capital requirement if a declaration is provided to the effect that: a. in the event of liquidation, bankruptcy or probate proceedings, such accounts and assets shall be subordinate to the claims of all other creditors; and b. the portfolio manager or trustee undertakes: 1. neither to net such accounts and assets with its own claims nor to secure them with its
Art. 28 Level of capital adequacy
(Art. 23 FinIA) 1 The level of capital adequacy stipulated in Article 23 FinIA must be maintained at all times. 2 The following are fixed costs in accordance with Article 23 paragraph 2 FinIA: a. personnel expenses; b. operating business expenses; c. depreciation of investment assets; d. expenses for valuation adjustments, provisions and losses. 3 The portion of personnel expenses which is exclusively dependent on the business result or in relation to which no legal entitlement exists is to be deducted from personnel expenses. 4 Where there are legitimate grounds for so doing, FINMA may ease requirements.
Art. 29 Qualifying capital
(Art. 23 FinIA) 1 Legal entities may count the following as qualifying capital: a. the paid-up share and participation capital in the case of a company limited by shares and a partnership limited by shares, the nominal capital in the case of a limited liability company and the cooperative capital in the case of a cooperative; b. the general statutory and other reserves; c. retained earnings; d. the net profit for the current financial year after deduction of the estimated share in the profit distribution, provided an audit review or an audit pursuant to the CO of the interim or annual accounts confirms the assurances stipulated; e. hidden reserves, provided they are assigned to a separate account and designated as capital and their qualifiability as such is confirmed on the basis of the audit in accordance with Article 62 FinIA. 2 Partnerships and sole proprietorships may count the following as qualifying capital: a. the capital accounts and assets of partners with unlimited liability
Para. 1 let. d — SR 220
Art. 30 Deductions applied when calculating the level of capital adequacy
(Art. 23 FinIA) The following shall be deducted when calculating the level of capital adequacy: a. the loss carried forward and the loss for the current financial year; b. any unsecured valuation adjustments and provisions for the current financial year; c. in the case of loans in accordance with Article 29 paragraph 3: 20% of the original nominal amount per year for the last five years prior to repayment; d. intangible assets (including start-up and organisational costs as well as goodwill) with the exception of software; e. in the case of a company limited by shares and a partnership limited by shares: the shares which they hold in the company at their own risk; f. in the case of a limited liability company: the capital contribution which it holds in the company at its own risk; g. the carrying amount of participations.
Art. 31 Collateral
(Art. 22 para. 2 and 23 FinIA) 1 Collateral is deemed to be appropriate if the applicable provisions on capital are complied with. 2 Insofar as it covers the risks entailed by the business model, professional indemnity insurance may be counted 50% towards qualifying capital. 3 FINMA shall regulate the details of professional liability insurance, in particular with regard to term, notice period, the amount of insurance cover, the professional liability risks to be covered and the reporting duties.
Art. 32 Accounting
(Art. 9, 22 and 23 FinIA) 1 Portfolio managers and trustees are subject to the accounting regulations of the CO. Article 957 paragraphs 2 and 3 CO are not applicable. 2 Where portfolio managers and trustees are subject to specific, more stringent accounting standards, such standards take precedence.
Para. 1 — SR 220
Art. 33 Internal documentation
(Art. 9 FinIA) Internal documentation of the portfolio managers and trustees must allow the audit firm, the supervisory organisation and FINMA to form a reliable picture of the business activities.
Section 2 Managers of Collective Assets
Art. 34 Calculation of thresholds
(Art. 24 para. 1 and 2 FinIA) 1 The following apply to calculation of the thresholds for collective investment schemes managed by the manager of collective assets in accordance with Article 24 paragraph 2 letter a FinIA: a. Assets managed include all Swiss and foreign collective investment schemes managed by the same manager irrespective of whether it manages them directly or via delegation or via a company with which it is connected through: 1. a single management; 2. a relationship of common control; or 3. a significant direct or indirect participation. b. The value of the assets is calculated on at least a quarterly basis, under due consideration of any leverage effect. c. For collective investment schemes that were established more than 12 months previously, the threshold may be calculated on the basis of the average value of the assets over the last four quarters. d. The value of the collective investment schemes pursuant to Article 24 paragraph 2 letter a item 2 FinIA is calculat
Art. 35 Procedure in the event that thresholds are exceeded
(Art. 24 para. 1 and 2 FinIA) 1 If a manager exceeds a threshold in accordance with Article 24 paragraph 2 FinIA, it shall notify FINMA to that effect within 10 days. 2 The manager must submit to the latter an application for authorisation pursuant to Article 24 paragraph 1 FinIA within 90 days if, during this period, they have not made changes to their business model which make a renewed exceeding of the thresholds appear unlikely. 3 If changes are made to the business model within the meaning of paragraph 2 during an ongoing authorisation procedure, the authorisation procedure will be rendered unnecessary.
Art. 36 Authorisation as manager of collective assets
(Art. 24 para. 3 FinIA) FINMA shall grant a portfolio manager in accordance with Article 24 paragraph 2 FinIA authorisation in accordance with Article 24 paragraph 3 FinIA if: a. it has its registered office in Switzerland; b. the conditions of authorisation in accordance with Article 24 paragraph 1 FinIA are satisfied; and c. Swiss or applicable foreign law provides that the management of collective assets may only be delegated to a supervised manager of collective assets.
Art. 36a Additional authorisation
(Art. 6 FinIA) Managers of collective assets also wishing to act as trustees require additional authorisation for this.
Art. 36a — Inserted by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).
Art. 37 Organisation
(Art. 9 FinIA) 1 Two authorised signatories must sign jointly. 2 Managers of collective assets must be able to be represented by a person who has their place of residence in Switzerland. This person must be a member of the body responsible for management or of the body responsible for governance, supervision and control. 3 The body responsible for management must comprise at least two persons. 4 Managers of collective assets must appoint a special body responsible for governance, supervision and control. 5 Where there are legitimate grounds for so doing, FINMA may allow departures from these requirements; it may grant exemptions in particular from the duty in accordance with paragraph 4 where the nature and scope of activity so dictate, in particular if the company has ten or fewer full-time positions or annual gross earnings of less than CHF 5 million.
Art. 38 Body responsible for governance, supervision and control
(Art. 9 FinIA) 1 The majority of the members of the body responsible for governance, supervision and control may not be members of the body responsible for management. 2 The chair may not at the same time hold the office of chair of the body responsible for management. 3 At least one third of members must be independent of the persons who hold a qualified participation in the manager of collective assets and in companies of the same conglomerate or group. Managers of collective assets which are part of a financial group subject to consolidated supervision by FINMA are exempted. 4 Where there are legitimate grounds for so doing, FINMA may allow departures from these requirements.
Art. 39 Tasks
(Art. 26 FinIA) 1 The receipt and transmission of orders in the name of and on behalf of clients in relation to financial instruments is deemed to be an administrative activity in accordance with Article 26 paragraph 3 FinIA which a manager of collective assets can perform within the scope of its tasks in accordance with Article 26 FinIA. Article 35 FinIA remains reserved. 2 A manager of collective assets which also offers personalised asset management in accordance with Article 6 paragraph 4 in conjunction with Article 17 paragraph 1 FinIA may not invest the investor's assets, whether in full or in part, in units of collective investment schemes that it manages, unless the client has given their general consent beforehand. 3 If the provision of additional services increases the risks to which managers of collective assets are exposed, this must be taken into account within the scope of supervision (Articles 61 and 63 FinIA).
Art. 40 Delegation of tasks
(Art. 14 and 27 FinIA) 1 Whether a delegation of investment decisions is deemed to have the necessary authorisation in accordance with Article 14 paragraph 1 FinIA is determined in accordance with Article 24 FinIA. Foreign managers of collective assets must be subject to authorisation and supervision which is at least equivalent. 2 Where foreign law requires an agreement on cooperation and the exchange of information with the foreign supervisory authorities, investment decisions may only be delegated to managers of collective assets abroad if such an agreement is in place between FINMA and the foreign supervisory authorities relevant for the respective investment decisions.
Art. 41 Risk management and internal control
(Art. 9 FinIA) 1 Managers of collective assets must have an appropriately defined risk management system in place as well as an effective internal control structure to ensure in particular compliance with legal and internal provisions. 2 They shall set out guidelines for the basic principles of risk management and define their risk tolerance. 3 They will keep the functions of risk management and compliance functionally and hierarchically separate from the operational business units, in particular from the function of investment decisions (portfolio management). 4 The body responsible for the governance, supervision and control of the manager of collective assets is charged with establishing, securing and monitoring the internal control system (ICS). This body also defines risk tolerance. 5 The body responsible for management implements the corresponding requirements stipulated by the body for governance, supervision and control, it develops suitable guidelines, procedures and processes
Art. 42 Minimum capital
(Art. 28 para. 1 and 3 FinIA) 1 The minimum capital of managers of collective assets must amount to at least CHF 200,000 and be paid up in full. This amount must be maintained at all times. 2 The minimum capital requirements of companies limited by shares and of partnerships limited by shares must be met with share and participation capital, those of limited liability companies must be met with nominal capital. 3 The minimum capital requirements of partnerships must be met with: a. the capital accounts; b. the limited partnership contributions; c. the assets of partners with unlimited liability. 4 The capital accounts and assets of partners with unlimited liability may only be counted towards the minimum capital requirement if a declaration is provided to the effect that: a. in the event of liquidation, bankruptcy or probate proceedings, such accounts and assets shall be subordinate to the claims of all other creditors; and b. the manager of collective assets undertakes: 1. neither to
Art. 43 Collateral
(Art. 28 para. 2 and 3 FinIA) 1 FINMA may permit partnerships to provide, instead of minimum capital, collateral in the form of a bank guarantee or a cash deposit in a blocked account with a bank, said collateral being equivalent to the minimum capital in accordance with Article 42. 2 Where there are legitimate grounds for so doing, FINMA may stipulate a different minimum amount.
Art. 44 Level of capital adequacy
(Art. 29 FinIA) 1 The capital stipulated in Article 29 FinIA must be maintained at all times and amount to at least one quarter of the fixed costs reported in the most recent annual accounts and no more than CHF 20 million, including capital in accordance with paragraph 2. 2 Managers of collective assets must: a. hold capital amounting to 0.01% of the total collective assets managed by the manager of collective assets; or b. take out professional liability insurance. [tab] 3 FINMA shall regulate the details of professional liability insurance, in particular with regard to term, notice period, the amount of insurance cover, the professional liability risks to be covered and the reporting duties. 4 Fixed costs in accordance with paragraph 1 are: a. personnel expenses; b. operating business expenses; c. depreciation of investment assets; d. expenses for valuation adjustments, provisions and losses. 5 The portion of personnel expenses which is exclusively dependent on the business result o
Para. 6 — Amended by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).
Art. 45 Qualifying capital
(Art. 29 FinIA) 1 Legal entities may count the following as qualifying capital: a. the paid-up share and participation capital in the case of a company limited by shares and a partnership limited by shares, and the nominal capital in the case of a limited liability company; b. the general statutory and other reserves; c. retained earnings; d. the net profit for the current financial year after deduction of the estimated share in the profit distribution, provided an audit review or an audit pursuant to the CO of the interim or annual accounts confirms the assurances stipulated; e. hidden reserves, provided they are assigned to a separate account and designated as own capital and their qualifiability as such is confirmed on the basis of the audit in accordance with Article 63 FinIA. 2 Partnerships may count the following as qualifying capital: a. the capital accounts and assets of partners with unlimited liability if the conditions under Article 42 paragraph 4 are satisfied; b. the limit
Para. 1 let. d — SR 220
Art. 46 Deductions applied when calculating the level of capital adequacy
(Art. 29 FinIA) The following shall be deducted when calculating the level of capital adequacy: a. the loss carried forward and the loss for the current financial year; b. any unsecured valuation adjustments and provisions for the current financial year; c. in the case of loans in accordance with Article 45 paragraph 3: 20% of the original nominal amount per year for the last five years prior to repayment; d. intangible assets (including start-up and organisational costs as well as goodwill) with the exception of software; e. in the case of a company limited by shares and of a partnership limited by shares: the shares which they hold in the company at their own risk; f. in the case of a limited liability company: the capital contribution which it holds in the company at its own risk; g. the carrying amount of participations.
Art. 47 Accounting and annual report
(Art. 9, 28 and 29 FinIA) 1 Managers of collective assets are subject to the accounting regulations of the CO. Where managers of collective assets are subject to specific, more stringent accounting standards, such regulations take precedence. 2 The manager of collective assets shall submit to FINMA the annual report, the summary audit company report to the general meeting or members’ general meeting and the full audit company report for the body responsible for governance, supervision and control within six months days of the end of the financial year. The manager of collective assets shall append to the annual report a list of the prescribed and available capital as at the balance sheet date. 3 The duty to prepare a full audit company report does not apply to managers of collective assets that are granted an exemption in accordance with Article 37 paragraphs 4 and 5 from the duty to appoint a special body responsible for governance, supervision and control.
Para. 1 — SR 220 Para. 2 — Amended by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73). Para. 3 — Amended by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).
Art. 48 Internal documentation
(Art. 9 FinIA) Internal documentation of the managers of collective assets must allow the audit firm and FINMA to form a reliable picture of the business activities.
Section 3 Fund Management Companies
Art. 49 Independent management of investment funds
(Art. 32 FinIA) 1 The independent management of investment funds in its own name and for the account of investors by the fund management company comprises in particular: a. decisions on the issue of units, on investments and on their valuation; b. calculation of the net asset value; c. determination of the issue and redemption prices as well as distributions of profit; d. assertion of all rights pertaining to the investment fund. 2 Institutions which engage solely in administration activities for externally managed SICAVs pursuant to CISA manage investment funds independently and as fund management companies require authorisation in accordance with Article 5 paragraph 1 in conjunction with Article 32 FinIA.
Para. 2 — SR 951.31
Art. 49a Additional authorisation
(Art. 6 FinIA) Fund management companies also wishing to act as trustees require additional authorisation for this.
Art. 49a — Inserted by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).
Art. 50 Head office in Switzerland
(Art. 33 para. 1 FinIA) The head office of the fund management company is deemed to be in Switzerland if the following conditions are met: a. The non-transferable and inalienable duties of the board of directors in accordance with Article 716a CO are performed in Switzerland. b. For each of the investment funds managed by the fund management company, in minimum the following tasks are performed in Switzerland: 1. decisions on the issue of units; 2. decisions on investment policy and on the valuation of investments; 3. valuation of investments; 4. determination of issue and redemption prices; 5. determination of distributions of profit; 6. determination of the content of the prospectus and the key information document, of the annual or the semi-annual report, as well as of further publications intended for investors; 7. keeping of accounts.
let. a — SR 220
Art. 51 Organisation
(Art. 9 and 33 FinIA) 1 Fund management companies shall as a rule have at least three full-time positions with authority to sign. 2 Two authorised signatories must sign jointly. 3 The body responsible for management must comprise at least two persons. 4 Fund management companies must appoint a special body responsible for governance, supervision and control. 5 Where there are legitimate grounds for so doing, FINMA may allow relaxations of these requirements or it may impose more stringent requirements.
Art. 52 Body responsible for governance, supervision and control
(Art. 9 and 33 FinIA) 1 The body responsible for governance, supervision and control must comprise at least three members. 2 The majority of the members of this body may not also be members of the body responsible for management. 3 The chair may not at the same time hold the office of chair of the body responsible for management. 4 At least one third of members must be independent of the persons who hold a qualified participation in the fund management company and in companies of the same group. Fund management companies which are part of a financial group subject to consolidated supervision by FINMA are exempted. 5 Where there are legitimate grounds for so doing, FINMA may allow relaxations of these requirements or it may impose more stringent requirements.
Art. 53 Independence
(Art. 33 para. 3 FinIA) 1 Simultaneous membership of the body responsible for governance, supervision and control of the fund management company and that of the custodian bank is permitted. 2 Simultaneous membership of the body responsible for management of the fund management company and that of the custodian bank is not permitted. 3 The majority of the members of the body responsible for governance, supervision and control of the fund management company must be independent of the persons at the custodian bank who are tasked with the duties in accordance with Article 73 CISA. Persons at the custodian bank at management level tasked with duties in accordance with Article 73 CISA are not deemed to be independent. 4 None of the authorised signatories of the fund management company may at the same time be responsible at the custodian bank for duties in accordance with Article 73 CISA.
Para. 3 — SR 951.31
Art. 54 Conduct of fund business
(Art. 33 para. 4 FinIA) 1 In addition to the tasks specified in Articles 32 and 33 paragraph 4 FinIA as well as in accordance with Article 49, fund business specifically entails: a. the representation of foreign collective investment schemes; b. the acquisition of participations in companies whose main purpose is the collective investment scheme business; c. the keeping of unit accounts. 2 The fund management company may only perform these activities and any further services in accordance with Article 34 FinIA if its articles of association so provide. 3 Article 26 paragraph 2 FinIA applies by analogy to the conduct of fund business for foreign collective investment schemes.
Art. 55 Tasks
(Art. 34 FinIA) 1 Fund management companies shall keep their own assets separate from managed assets at all times. 2 They shall ensure that the valuation of investments, portfolio management and trading and settlement are kept separate both functionally and in terms of personnel. 3 A fund management company which also offers personalised asset management in accordance with Article 6 paragraph 3 in conjunction with Article 17 paragraph 1 FinIA may not invest the investor's assets, whether in full or in part, in units of collective investment schemes that it manages, unless the client has given their general consent beforehand. 4 Where there are legitimate grounds for so doing, FINMA may allow exemptions or it may order the separation of further functions.
Art. 56 Delegation of tasks
(Art. 14 and 35 FinIA) 1 Whether a delegation of investment decisions is deemed to have the necessary authorisation in accordance with Article 14 paragraph 1 FinIA is determined in accordance with Article 24 FinIA. Foreign managers of collective assets must be subject to authorisation and supervision which is at least equivalent. 2 Where foreign law requires an agreement on cooperation and the exchange of information with the foreign supervisory authorities, investment decisions may only be delegated to managers of collective assets abroad if such an agreement is in place between FINMA and the foreign supervisory authorities relevant for the respective investment decisions.
Art. 57 Risk management and internal control
(Art. 9 FinIA) 1 Fund management companies must have an appropriately defined risk management system in place as well as an effective internal control structure to ensure in particular compliance with legal and internal provisions. 2 They shall set out guidelines for the basic principles of risk management and define their risk tolerance. 3 They will keep the functions of risk management and compliance functionally and hierarchically separate from the operational business units, in particular from portfolio management. 4 The body responsible for the governance, supervision and control of the fund management company is charged with establishing, securing and monitoring the ICS. This body also defines risk tolerance. 5 The body responsible for management implements the corresponding requirements stipulated by the body for governance, supervision and control, it develops suitable guidelines, procedures and processes, and reports at appropriate intervals to the body responsible for governa
Art. 58 Minimum capital
(Art. 36 FinIA) The minimum capital of fund management companies must amount to at least CHF 1 million and be paid up in full. This amount must be maintained at all times.
Art. 59 Level of capital adequacy
(Art. 37 FinIA) 1 The level of capital adequacy stipulated in Article 37 FinIA must be maintained at all times. They must amount to no more than CHF 20 million, including the capital in accordance with paragraphs 3 and 5. 2 They will be calculated as follows in percentages of the total assets of the collective investment schemes managed by the fund management company: a. 1% for that portion of the total assets not exceeding CHF 50 million; b. ¾% for that portion of the total assets exceeding CHF 50 million, but not exceeding CHF 100 million; c. ½% for that portion of the total assets exceeding CHF 100 million, but not exceeding CHF 150 million; d. ¼% for that portion of the total assets exceeding CHF 150 million, but not exceeding CHF 250 million; e. ⅛% for that portion of the total assets exceeding CHF 250 million. 3 Where the fund management company provides further services in accordance with Article 34 FinIA, it must in respect of the operational risks arising from such services ho
Para. 1 — Amended by Annex No 4 of the O of 29 Nov 2023, in force since 1 Jan. 2025 (AS 2024 13). Para. 3 — Amended by Annex No 4 of the O of 29 Nov 2023, in force since 1 Jan. 2025 (AS 2024 13).
Art. 60 Qualifying capital
(Art. 37 FinIA) 1 Fund management companies may count the following as qualifying capital: a. the paid-up share and participation capital; b. the general statutory and other reserves; c. retained earnings; d. the net profit for the current financial year after deduction of the estimated profit distribution, provided an audit review of the interim accounts including a complete income statement is available; e. hidden reserves, provided they are assigned to a separate account and designated as capital and their qualifiability as such is confirmed on the basis of the audit in accordance with Article 63 FinIA. 2 Fund management companies may also count as qualifying capital any loans granted to them, including bonds with a maturity of at least five years, if a declaration is provided to the effect that: a. in the event of liquidation, bankruptcy or probate proceedings, such loans shall be subordinate to the claims of all other creditors; and b. the fund management company undertakes neithe
Art. 61 Deductions applied when calculating the level of capital adequacy
(Art. 37 FinIA) The following shall be deducted when calculating the level of capital adequacy: a. the loss carried forward and the loss for the current financial year; b. the unsecured valuation adjustments and provisions for the current financial year; c. in the case of loans in accordance with Article 60 paragraph 2: 20% of the original nominal amount per year for the last five years prior to repayment; d. intangible assets (including start-up and organisational costs as well as goodwill) with the exception of software; e. own shares held by the fund management company at its own risk; g. the carrying amount of participations.
Art. 62 Accounting and annual report
(Art. 9, 33, 36 and 37 FinIA) 1 Fund management companies are subject to the accounting regulations of the CO. Where fund management companies are subject to specific, more stringent accounting standards, such regulations take precedence. 2 The fund management company shall submit to FINMA the annual report, the summary audit company report to the general meeting and the full audit company report for the body responsible for governance, supervision and control within six months of the end of the financial year. The fund management company shall append to the annual report a list of the prescribed and available capital as at the balance sheet date.
Para. 1 — SR 220 Para. 2 — Amended by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).
Art. 63 Internal documentation
(Art. 9 and 33 FinIA) Internal documentation of the fund management companies must allow the audit firm and FINMA to form a reliable picture of the business activities.
Art. 64 Change of fund management company
(Art. 39 FinIA) Article 27 CISA and Article 41 of the Collective Investment Schemes Ordinance of 22 November 2006 apply by analogy to a change of fund management company.
SR 951.31 SR 951.311
Section 4 Securities Firms
Art. 65 Commerciality
(Art. 3 and 41 FinIA) 1 Securities firms within the meaning of Article 41 letter a FinIA are deemed to pursue their activities on a commercial basis if they directly or indirectly manage accounts or hold securities in safekeeping for more than 20 clients. 2 The following are not deemed to be clients within the meaning of Article 41 letter a FinIA: a. domestic and foreign banks and securities firms or other companies under state supervision; b. shareholders or partners holding a qualifying participation and persons with whom they have business or family ties; c. institutional investors with professional treasury operations. 3 Activities for schemes and persons in accordance with Article 2 paragraph 2 letters a, b, d and e FinIA are not factored into the assessment of commerciality. 4 The proper functioning of the financial market is deemed potentially jeopardised within the meaning of Article 41 letter b item 1 FinIA if the total volume of executed trades in securities exceeds CHF 5 bil
Para. 6 — SR 950.1
Art. 66 Organisation
(Art. 9 FinIA) 1 Securities firms must be able to be represented by a person who has their place of residence in Switzerland. This person must be a member of the body responsible for management or of the body responsible for governance, supervision and control. 2 The body responsible for management must comprise at least two persons. 3 Firms trading for the account of clients and firms acting as market makers within the meaning of Article 41 letters a and c FinIA must appoint a special body responsible for governance, supervision and control. Its members may not be members of the body responsible for management. 4 Where there are legitimate grounds for so doing, FINMA may allow relaxations of these requirements or it may impose more stringent requirements. 5 FINMA shall regulate the requirements on disclosure of information on organisational matters, including information on remuneration.
Para. 5 — Inserted by Annex No 4 of the O of 29 Nov 2023, in force since 1 Jan. 2025 (AS 2024 13).
Art. 67 Tasks
(Art. 44 FinIA) 1 Within the frame of their tasks in accordance with Article 44 FinIA, securities firms shall ensure an effective internal separation between the functions of trading, asset management and settlement. Where there are legitimate grounds for so doing, FINMA may allow exemptions or it may order the separation of further functions. 2 If they do not operate primarily in the financial sector, firms trading for the account of clients and firms acting as market makers within the meaning of Article 41 letters a and c FinIA must keep securities trading activities legally separate. 3 In all other respects, Article 14 applies.
Art. 68 Risk management and internal control
(Art. 9 FinIA) 1 Securities firms must have an appropriately defined risk management system in place as well as an effective internal control structure to ensure in particular compliance with legal and internal provisions. 2 They shall set out guidelines for the basic principles of risk management and define their risk tolerance. 3 They will keep the functions of risk management and compliance functionally and hierarchically separate from the operational business units, in particular from the function of trading. 4 Firms trading for the account of clients and firms acting as market makers within the meaning of Article 41 letters a and c FinIA shall appoint internal auditors who are independent of management. Internal auditors must be provided with sufficient resources and have unlimited audit rights. 5 Where there are legitimate grounds for so doing, FINMA may allow relaxations of these requirements or it may impose more stringent requirements. 6 FINMA shall regulate the requirements o
Para. 6 — Inserted by Annex No 4 of the O of 29 Nov 2023, in force since 1 Jan. 2025 (AS 2024 13).
Art. 69 Minimum capital and collateral
(Art. 45 FinIA) 1 The minimum capital of securities firms must amount to at least CHF 1.5 million and be paid up in full. This amount must be maintained at all times. 2 In the case of companies formed using a contribution in kind, the value of the assets contributed and the extent of liabilities must be verified by a licensed audit firm. This also applies to the conversion of an existing company into a securities firm. 3 In the case of securities firms in the form of a partnership, capital is deemed to be: a. the capital accounts; and b. the assets of partners with unlimited liability. 4 Assets in accordance with paragraph 3 may only be counted towards the minimum capital requirement if a declaration is provided to the effect that: a. in the event of liquidation, bankruptcy or probate proceedings, such assets shall be subordinate to the claims of all other creditors; and b. the securities firm undertakes: 1. neither to net such assets with its own claims nor to secure them with its own
Art. 70 Capital and risk diversification
(Art. 46 FinIA) 1 Securities firms which themselves do not hold accounts in accordance with Article 44 paragraph 1 letter a FinIA must maintain at all times capital amounting to at least one quarter of the fixed costs reported in the most recent annual accounts and no more than CHF 20 million. 2 Fixed costs are deemed to be: a. personnel expenses; b. operating business expenses; c. depreciation of investment assets; d. expenses for valuation adjustments, provisions and losses. 3 The portion of personnel expenses which is exclusively dependent on the business result or in relation to which no legal entitlement exists is to be deducted from personnel expenses. 4 Securities firms which themselves hold accounts in accordance with Article 44 paragraph 1 letter a FinIA must comply with the provisions of the CAO.
Para. 4 — SR 952.03
Art. 70a Eligible capital
(Art. 46 FinIA) 1 Securities firms may include the following as capital in accordance with Article 70 paragraphs 1 to 3: a. paid-up share capital plus, in the case of partnerships, alternative capital instruments; b. disclosed reserves; c. retained earnings; d. the quarterly profits after deduction of the estimated profit distribution amount; e. subordinated bonds that are only repayable with the consent of FINMA. 2 The capital under paragraph 1 letters a to c can be included in full. 3 70% of the quarterly profits may be included after deducting the estimated profit distribution, subject to the existence of a complete income statement in accordance with FINMA's implementing provisions based on Article 42 of the Banking Ordinance of 30 April 2014 or of a complete income statement in accordance with an international standard recognised by FINMA, even if the income statement has not been audited. Where justified, FINMA can require an attestation. 4 The following must be deducted in full
Art. 70a — Inserted by No I 7 of the O of 18 June 2021 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 400). Para. 3 — SR 952.02
Art. 71 Liquidity
(Art. 46 FinIA) 1 Securities firms which themselves do not hold accounts in accordance with Article 44 paragraph 1 letter a FinIA must invest their resources such that sufficient liquidity is guaranteed at all times. 2 Securities firms which themselves hold accounts in accordance with Article 44 paragraph 1 letter a FinIA must comply with the provisions of the Liquidity Ordinance of 30 November 2012.
Para. 2 — SR 952.06
Art. 72 Accounting
(Art. 45–48 FinIA) The provisions on accounting contained in the Banking Ordinance of 30 April 2014 apply by analogy.
SR. 952.02
Art. 73 Internal documentation
(Art. 9 FinIA) Internal documentation of the securities firms must allow the audit firm and FINMA to form a reliable picture of the business activities.
Art. 74 Record-keeping duty
(Art. 50 FinIA) 1 The securities firm must keep a record of all orders received by it and all transactions in securities executed by it. 2 The record-keeping duty also applies to orders and transactions in derivatives whose underlying instruments are securities admitted to trading on a trading venue or DLT trading facility. 3 It applies not only to transactions for own account, but also to transactions executed on behalf of clients. 4 FINMA shall regulate which information is necessary and what form it is to be recorded in.
Para. 2 — Term in accordance with No I 7 of the O of 18 June 2021 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 400). This amendment has been taken into account only in the provisions mentioned in the AS.
Art. 75 Reporting duty
(Art. 51 FinIA) 1 The securities firm shall report all transactions it executes involving securities admitted to trading on a trading venue or DLT trading facility. In particular, the following must be reported: a. the designation and number of the securities purchased or sold; b. the volume, date and time of the transaction; c. the price; d. the details necessary to identify the beneficial owner. 2 The reporting duty also applies to transactions in derivatives whose underlying instruments are securities admitted to trading on a trading venue or DLT trading facility. 3 It applies not only to transactions for own account, but also to transactions executed on behalf of clients. 4 The following transactions executed abroad do not have to be reported: a. transactions in securities admitted to trading on a trading venue or DLT trading facility in Switzerland and in derivatives with such securities as their underlying instruments, provided the information in question is communicated to the t
Para. 4 let. a — SR 958.1
Section 5 Branches
Art. 76 Foreign financial institutions
(Art. 52 para. 1 FinIA) 1 A foreign financial institution is any company organised in accordance with foreign legislation and which: a. possesses authorisation abroad as a financial institution; b. in the company name, in the description of its business purpose or in commercial documents uses terms in accordance with Article 13 paragraph 2 FinIA or a term of similar meaning; or c. operates a financial institution within the meaning of Article 2 paragraph 1 FinIA. 2 If the foreign financial institution is effectively managed from Switzerland or if it executes its transactions exclusively or predominantly in or from Switzerland, it must be organised in accordance with Swiss legislation and be subject to the provisions governing domestic financial institutions.
Para. 2 — The correction of 26 Aug. 2022 concerns the French text only (AS 2022 470).
Art. 77 Duty to obtain authorisation and authorisation conditions
(Art. 52 para. 1 and 53 FinIA) 1 The foreign financial institution must have: a. authorisation and supervision at least equivalent to the authorisation and supervision requested for the branch in Switzerland; b. collateral which is comparable to that in accordance with: 1. Articles 22 and 23 FinIA in the case of foreign financial institutions which manage assets or act as a trustee (Article 52 paragraph 1 letter a FinIA), 2. Articles 28, 29, 36 and 37 FinIA in the case of foreign financial institutions which perform fund business, portfolio management for collective investment schemes or portfolio management for occupational pension schemes (Article 52 paragraph 1 letter b FinIA), 3. Articles 45–47 FinIA in the case of foreign financial institutions which trade securities, execute transactions or manage client accounts (Article 52 paragraph 1 letters c–e FinIA). 2 The branch must: a. comply with the standards of the FinSA if it provides financial services in accordance with Article 3 l
Para. 2 let. a — SR 950.1
Art. 78 Multiple branches
(Art. 52 para. 1 and 53 FinIA) 1 If a foreign financial institution establishes multiple branches in Switzerland, it must: a. obtain authorisation for each one; b. designate one among them which is responsible for relations: 1. with FINMA and the supervisory organisation in the case of Article 52 paragraph 1 letter a FinIA, 2. with FINMA in the case of Article 52 paragraph 1 letters b–e FinIA. 2 These branches must jointly meet the conditions of the FinIA and the present Ordinance. An audit report is sufficient.
Art. 79 Annual and interim accounts of branches
(Art. 52 para. 1 and 53 FinIA) 1 Branches may draw up their annual and interim accounts in accordance with the provisions which apply to the foreign financial institution, provided they satisfy international standards of accounting. 2 Claims and liabilities must be stated separately: a. in respect of the foreign financial institution; b. in respect of companies active in the financial sector or real estate firms if: 1. the foreign financial institution forms an economic unit with them, or 2. it is to be assumed that the foreign financial institution is de jure or de facto obliged to provide assistance to group companies. 3 Paragraph 2 also applies to off-balance-sheet business. 4 A branch shall send its annual and interim accounts: a. to the supervisory organisation for submission to FINMA in the case of Article 52 paragraph 1 letter a FinIA; b. to FINMA in the case of Article 52 paragraph 1 letters b–e FinIA. 5 Publication is not required.
Art. 80 Audit report
(Art. 52 para. 1 and 53 FinIA) 1 The audit firm shall send its audit report: a. to the supervisory organisation for submission to FINMA in the case of Article 52 paragraph 1 letter a FinIA; b. to FINMA in the case of Article 52 paragraph 1 letters b–e FinIA. 2 It shall provide a copy to the branch manager responsible. 3 The branch will send the copy of the audit report to the unit of the foreign financial institution which is responsible for the business activities of the branch.
Art. 81 Closure of a branch
(Art. 52 para. 1 and 53 FinIA) The foreign financial institution shall obtain the approval of FINMA before closing a branch.
Section 6 Representations
(Art. 58 para. 1 and 2 and 59 FinIA)
Amended by No I 7 of the O of 18 June 2021 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 400).
Art. 82
1 The representation of a foreign financial institution that provides financial services in accordance with Article 3 letter c of the FinSA must: a. comply with the provisions of the FinSA; b. enter its client advisers in a register of advisers in accordance with Article 28 of the FinSA if they do not exclusively provide their services in Switzerland to professional or institutional clients in accordance with Article 4 of the FinSA. 2 The prohibition on establishing a representation of a foreign fund management company in accordance with Article 58 paragraph 2 of the FinIA applies exclusively to the representation's activities in relation to the administration and management of investment funds. 3 If a foreign financial institution establishes two or more representations in Switzerland, it must obtain authorisation for each representation. 4 The foreign financial institution must obtain approval from FINMA before closing a representation.
Para. 1 — SR 950.1 Para. 2 — SR 954.1 Para. 3 — Inserted by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73). Para. 4 — Inserted by Annex No 8 of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).