Compliant Distribution Under CISA

CISA and CISO provide an entirely new regime governing the distribution and marketing of foreign collective investment schemes in Switzerland. The new rules entered into force on 1st March 2013. They apply to all foreign fund promoters wishing to distribute their products to Swiss based investors.

Foreign collective investment schemes no longer benefit from the former private placement exemption.

Effective March 1st 2013 (with a transitory period extending to February 28th 2015) any foreign promoter of a CIS wishing to distribute its funds in Switzerland has two options:

  1. The promoter wants to distribute its products to qualified and non-qualified (retail) investors. In that case, registration with FINMA (the Swiss regulatory authority) is required. This process is lengthy, costly and mainly useful for funds who target distribution on public platforms. Registration also requires periodic regulatory reporting translated in a Swiss national language
  2. The promoter wants to restrict distribution of its products only to qualified investors. In that case, the foreign promoter must appoint both a Swiss regulated representative and a paying agent in Switzerland. The name of the representative and paying agent must in all cases be specified on all marketing and offering documents made available to Swiss investors. In that case, no FINMA registration is required and no regulatory reporting is mandated.

Noncompliance by the distributor (Swiss or foreign) with the new distribution and marketing rules may incur criminal charges (CISA article 148 and 149).