Switzerland

Switzerland regulates by activity, through FINMA and the self-regulatory organisations, and the perimeter question comes first. Accepting deposits from the public engages the Banking Act (Art. 1a). The fintech licence under Art. 1b of the Banking Act allows public deposits of up to CHF 100 million, provided they are neither invested nor interest-bearing; the Federal Council's consultation of October 2025 would replace it with a licence for payment instrument institutions and add a crypto-institution licence; the consultation closed on 6 February 2026, and the dispatch to Parliament, timetabled for the second half of 2026 at the earliest, had not been published as at 25 September 2026. Portfolio managers and trustees are licensed under the Financial Institutions Act and supervised by a supervisory organisation. Securities firms and DLT trading facilities have their own licences. Financial intermediaries outside prudential supervision join a self-regulatory organisation for anti-money-laundering purposes. The revised Anti-Money Laundering Act and the federal transparency register apply from 1 October 2026.

The second question is the entity and its substance. A company limited by shares (AG) requires share capital of at least CHF 100,000, of which at least 20 per cent of each share's nominal value, and in any event CHF 50,000, must be paid in; a limited liability company (GmbH) requires at least CHF 20,000, paid in full. In either form the company must be capable of being represented by a person resident in Switzerland, who must be a board member or executive officer of an AG or a managing director or manager of a GmbH (Art. 718(4) and Art. 814(3) of the Code of Obligations); where signatures are joint, register practice requires a second Swiss resident. Banks and supervisors test substance beyond these minima: where decisions are taken, who takes them and where those people sit. For acquisitions of Swiss companies in particularly critical sectors by foreign state-controlled investors, the investment-screening act adopted by Parliament on 19 December 2025 will add an approval step; its ordinance is in consultation until 5 October 2026, and entry into force is expected no earlier than 2027. In practice the gate is bank onboarding: cash capital is paid into a blocked account at a Swiss bank before registration (Art. 633 of the Code of Obligations), and the operating account that follows is a practical condition of doing business, so the file is prepared for the bank's questions from the start.

Swiss clients can be reached without a Swiss entity, within limits. Client advisers of foreign financial service providers must be entered in a Swiss register of advisers under Art. 28 FinSA, unless the provider is prudentially supervised abroad and serves only professional or institutional clients (Art. 31 FinSO). A foreign collective investment scheme offered to non-qualified investors in Switzerland requires FINMA approval, with a Swiss representative and paying agent among the conditions (Art. 120 of the Collective Investment Schemes Act); a scheme offered to high-net-worth clients who have opted out under Art. 5(1) FinSA needs no approval but still the representative and paying agent. UK investment firms have the Berne Financial Services Agreement, in force since 1 January 2026, where the Swiss-side relief is confined to client-adviser registration; UK insurers and insurance intermediaries receive wider access under its insurance annex. The EU AI Act reaches Swiss providers whose output is used in the EU, while Switzerland pursues sectoral AI rules of its own. Private collectors and family offices meet Switzerland through its customs warehouses: storage of a work in a duty-free warehouse defers import duty and import VAT until the work is released into free circulation and, where the work is cultural property within the Act's definition, counts as an import under the Cultural Property Transfer Act and requires a declaration, and a sale, a financing or a shipment out of the warehouse each has customs and documentary consequences of its own; see our Art Law practice and the client update on Swiss freeports. We advise on regulatory strategy, including Swiss law, and prepare the file; notarial acts, formal representation before FINMA or a supervisory organisation, and any matter that Swiss law reserves to lawyers entered in a cantonal register, are undertaken with notaries and registered Swiss lawyers.