Financial Market Infrastructure Act (FinMIA)
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.
Chapter 1 Criminal Provisions
Art. 147 Violation of professional secrecy
1 A custodial sentence not exceeding three years or a monetary penalty shall be imposed on any person who wilfully: a. discloses a secret entrusted to them in their capacity as a director or officer, employee, agent or liquidator of a financial market infrastructure or of which they have become aware in said capacity; b. attempts to induce a violation of professional secrecy; c. discloses to other persons a secret disclosed to them in violation of letter a or exploits such a secret for their own benefit or for the benefit of others. 2 A custodial sentence not exceeding five years or a monetary penalty shall be imposed on any person who obtains a pecuniary advantage for themselves or another person through an action as detailed in paragraph 1 letter a or c. 3 A fine not exceeding 250,000 francs shall be imposed on any person who commits the foregoing acts through negligence. 4 Any person who violates professional secrecy remains liable to prosecution after termination of the official or
Para. 3 — Amended by Annex No II 18 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).
Art. 148 Violation of the provisions on protection against confusion and deception and notification duties
A fine not exceeding CHF 500,000 shall be imposed on any person who wilfully: a. violates the provision on protection against confusion and deception (Art. 16); b. fails to provide the supervisory authorities with the prescribed notifications in accordance with Articles 9 and 17, or does so incorrectly or too late.
Art. 149 Violation of the record-keeping and disclosure duties
A fine not exceeding CHF 500,000 shall be imposed on any person who wilfully: a. violates the record-keeping duty set out in Article 38; b. violates the disclosure duty in accordance with Article 39.
Art. 150 Violation of duties regarding derivatives trading
A fine not exceeding CHF 100,000 shall be imposed on any person who wilfully: a. violates the clearing duty set out in Article 97; b. violates the reporting duty cited in Article 104; c. violates the risk mitigation duties cited in Articles 107 to 110; d. violates the duty cited in Article 112.
Art. 151 Breach of notification duties
1 A fine not exceeding CHF 10 million shall be imposed on any person who wilfully: a. violates the notification duty cited in Article 120 or 121; b. as the owner of a qualified participation in a target company, fails to disclose the acquisition or sale of equity securities of that company (Art. 134). 2 A fine not exceeding CHF 100,000 shall be imposed on any person who commit the foregoing acts through negligence.
Art. 152 Breach of the duty to make an offer
A fine not exceeding CHF 10 million shall be imposed on any person who wilfully fails to comply with a legally binding duty to make an offer (Art. 135).
Art. 152a Breach of duty by the offeror
1 A fine not exceeding CHF 500,000 shall be imposed on any person who wilfully provides untrue or incomplete information in the prospectus or announcement of the offer (Art. 127 and 131 let. a). 2 A fine not exceeding CHF 150,000 shall be imposed on any person who commits the foregoing act through negligence.
Art. 152a — Inserted by No I of the FA of 29 Sept. 2023, in force since 1 Feb. 2024 (AS 2024 33; BBl 2022 3127; 2023 723).
Art. 153 Breach of duties by the target company
1 A fine not exceeding CHF 500,000 shall be imposed on any person who wilfully: a. fails to submit the mandatory report to the holders of equity security setting out his or her position in relation to the offer or fails to publish such a report (Art. 132 para. 1); b. includes untrue or incomplete information in such report (Art. 132 para. 1). 2 A fine not exceeding CHF 150,000 shall be imposed on any person who commits the foregoing act through negligence.
Art. 154 Exploitation of insider information
1 A custodial sentence not exceeding three years or a monetary penalty shall be imposed on any person who as a body or a member of a managing or supervisory body of an issuer or of a company controlling or controlled by them, or as a person who due to their holding or activity has legitimate access to insider information, if they gain a pecuniary advantage for themselves or for another with insider information by: a. exploiting it to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities; b. disclosing it to another; c. exploiting it to recommend that another acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities. 2 Any person who through an act set out in paragraph 1 gains a pecuniary advantage exceeding one million francs shall be
Para. 1 let. a — Amended by No I 10 of the FA of 25 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). Para. 1 let. c — Amended by No I 10 of the FA of 25 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). Para. 3 — Amended by No I 10 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law
Art. 155 Price manipulation
1 A custodial sentence not exceeding three years or a monetary penalty shall be imposed on any person who, with the intention of gaining a pecuniary advantage for themselves or for another, substantially influences the price of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland in that they: a. disseminate false or misleading information against their better knowledge; b. effect acquisitions and sales of such securities directly or indirectly for the benefit of the same person or persons connected for this purpose. 2 Any person who through activities set out in paragraph 1 gains a pecuniary advantage of more than one million francs shall be liable to a custodial sentence not exceeding five years or a monetary penalty.
Para. 1 — Amended by No I 10 of the FA of 25 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).
Art. 156 Jurisdiction
1 Prosecution and adjudication of acts under Articles 154 and 155 are subject to federal jurisdiction. It is not permitted to transfer jurisdiction for prosecution and adjudication to the cantonal authorities. 2 The cantons are responsible for the prosecution and adjudication of acts under Article 147.
Chapter 2 Final Provisions
Section 1 Implementation
Art. 157
1 The Federal Council is responsible for implementation of this Act. 2 It shall issue the implementing provisions.
Section 2 Amendment of Other Legislative Instrumen
Art. 158
The amendment of other legislative instruments is set out in the Annex.
Section 3 Transitional Provisions
Art. 159 Financial market infrastructures
1 Financial market infrastructures with authorisation or recognition at the time this Act comes into force must submit a new request for authorisation or recognition within one year of this Act coming into force. The authorisation or recognition procedure shall be limited to examination of the new requirements. The financial market infrastructures may continue their activity until the decision on their request is issued. 2 Financial market infrastructures which are now subject to this Act shall report to FINMA within six months of this Act coming into force. Within one year of its coming into force, they must satisfy the requirements of this Act and submit an authorisation or recognition request to FINMA. They may continue their activity until the authorisation or recognition decision is issued. 3 In special cases, FINMA may extend the deadlines set out in paragraphs 1 and 2.
Art. 160 Foreign participants on a trading venue
Foreign participants on a trading venue which at the time of this Act coming into force have FINMA authorisation as a foreign stock exchange member do not require new authorisation. They must meet the requirements of this Act within one year of its coming into force.
Art. 161 Interoperability agreements
Interoperability agreements existing at the time this Act comes into force do not require re-approval by FINMA.
Art. 162 Derivatives trading
The Federal Council shall determine which derivatives transactions still outstanding at the time this Act comes into force shall be subject to the notification and risk mitigation duties.
Art. 163 Duty to make an offer
1 Anyone who, on 1 February 1997, directly, indirectly or acting in concert with third parties held securities which granted him or her more than 33⅓% but less than 50% of the voting rights of a target company must make an offer for all listed equity securities of the company if he or she acquires equity securities and thereby exceeds the threshold of 50% of the voting rights. 2 Paragraph 1 also applies to holdings which were covered by the provisions on public takeover offers for the first time on 1 May 2013.
Art. 163a Transitional provision to the amendment of 17 March 2023
Foreign trading venues that have been recognised by FINMA in accordance with the Ordinance of 30 November 2018 on the Recognition of Foreign Trading Venues for the Trading of Equity Securities of Companies with Registered Office in Switzerland when the amendment of 17 March 2023 comes into force do not require new recognition under Article 41a.
Art. 163a — Inserted by No I of the FA of 17 March 2023 (Recognition of Foreign Trading Venues for the Trading of Equity Securities of Companies with Registered Office in Switzerland), in force from 1 Jan. 2024 to 31 Dec. 2028 (AS 2023 731; BBl 2022 1673). SR 958.2
Section 4 Referendum and Commencement
Art. 164
1 This Act is subject to an optional referendum. 2 The Federal Council shall determine the commencement date, subject to paragraph 3. 3 It shall bring Articles 112 to 115 (duty to trade via a trading venue or organised trading facility) into force only if and when international developments so require. Commencement date: 1 January 2016Art. 112–115: 1 August 2017
Para. 3 — FCD of 25 Nov. 2015. Para. 3 — O of 5 July 2017 (AS 2017 3713).