Swiss private placement rules – a fund manager’s guide
A guide to the Swiss marketing rules introduced under FinSA and FinSO for non-Swiss fund managers. The transitional period for some rules expires shortly.
The Swiss Financial Services Act (FinSA) and its implementing ordinance (FinSO) entered into force on 1 January 2020, introducing changes to the regime applicable to the marketing of non-Swiss funds in Switzerland and the related Swiss Collective Investment Schemes Act (CISA).
Which rules apply to a financial service provider (FSP) or to a non-Swiss fund will depend on a number of factors, not least the type(s) of client the FSP targets and the regulatory status of the FSP.
Some requirements, though, apply to all in-scope FSPs.
Given that there has been some confusion about what rules apply, when and to whom, we have prepared a Note – with the kind help of Olivier Stahler and Charlotte Gilliéron of the Swiss law firm, Lenz & Staehelin - to provide a general guide as to the rules applicable to:
- non-Swiss FSPs who market only to professional or institutional clients in Switzerland; and
- non-Swiss funds offered only to professional or institutional clients in Switzerland.
In addition, it should be noted that several transitional deadlines, which have applied since the new regime came into force, will shortly be coming to an end, as explained in the Note.
For example, by 31 December 2021:
- in-scope financial service providers (FSPs), such as non-Swiss fund managers and promoters, must be in full compliance with the new rules of conduct and organisational measures (although they can, if they wish, choose to comply sooner); and
- the fund distribution rules which applied before FinSA entered into force (in particular the Provisions for Distributors issued by the Asset Management Association Switzerland (AMAS) will cease to apply.
