With regard to collective investment schemes, under the Financial Institutions Act
and Collective Investment Schemes Act, both financial institutions and the collective investment schemes issued and managed by them are subject to dual supervision. A collective investment scheme established under corporate law therefore has a double role: as a product (in the form of a company) and as an institution (in the form of a licence holder).
Anyone who manages or is responsible for the safekeeping of assets held in collective investment schemes or who represents foreign collective investment schemes in Switzerland or manages assets of occupational pension schemes on a commercial basis must be authorised by FINMA to do so (Art. 5 para. 1 FinIA / Art. 13 para. 1 CISA). The following are required to obtain authorisation:
Anyone applying to FINMA for authorisation to operate as an institution must meet the authorisation requirements set out in the Financial Institutions Act, the Financial Institutions Ordinance and the FINMA Financial Institutions Ordinance on the one hand, and the Collective Investment Schemes Act, the Collective Investment Schemes Ordinance and the FINMA Collective Investment Schemes Ordinance on the other. In addition to the basic requirement of managing, representing, operating, acting as a custodian for at least one collective investment scheme or managing the assets of at least one occupational pension scheme on a commercial basis, the individual must also meet a number of personal, financial and organisational requirements.
In particular, individuals must prove that they have a registered office in Switzerland, have one of the legal forms specified in the law, are appropriately organised and have sufficient financial guarantees at their disposal. Moreover, those responsible for administering and managing the company must be able to comply with the proper business conduct requirements, enjoy a good reputation and hold appropriate professional qualifications.
Collective investments are assets which are raised by investors for collective investment purposes and managed on their behalf. Various organisational forms – including collective investment schemes under corporate law (e.g. SICAVs, LPs and SICAFs) and contractual investment funds – are possible. Structured products, pension assets and in-house funds, for example, are not subject to the Collective Investment Schemes Act and are not supervised by FINMA.
Requirements for approval
FINMA must approve the documentation relating to these schemes before they are established or offered in Switzerland (Arts. 15 and 120 CISA). This applies to fund contracts
for Swiss investment funds, the articles of association and investment regulations for Swiss SICAVs
, partnership agreements for Swiss limited partnerships for collective investment schemes (LPs)
and the corresponding documents for foreign collective capital investment schemes
that are offered to non-qualified investors.
Changes in circumstances, cessation of the activity
The authorisation and approval requirements must be complied with at all times. Fund management companies and managers of collective assets must notify FINMA of any change to the basis on which authorisation or approval was originally granted. If the changes are of material significance, a licence must be obtained from FINMA before operations can be resumed (Art. 8 FinIA in conjunction with Art. 10 FinIO).
Any change in the underlying circumstances of the institutions and products under the Collective Investment Schemes Act must be authorised by FINMA before operations can be resumed (Art. 16 CISA).
Institutions and collective investment schemes seeking such permission must specify the types of change involved, describe the changes and the reasons for them and submit the relevant documents.
Applications, including all necessary documentation, should be sent to the “Authorisation” unit of the Asset Management division.
Applications must be submitted in an official language of the Swiss Confederation and signed by the applicant. FINMA will process the application once it has been submitted correctly and in full. However, the applicant may need to provide additional information at a later date, and FINMA may require further information and documentation.
FINMA provides a range of documents to simplify the application process. These include application templates for the authorisation and approval of institutions and collective investment schemes and changes to them, and the standard declarations (i.e. A1 to A4 and B1 to B3).