SWITZERLAND Law and Practice Contributed by: Beda Kaufmann, Alexander von Jeinsen, Daniel Raun and Laurent Riedweg, Advestra
Like domestic investors, foreign investors are none - theless subject to the reporting obligations for benefi - cial owners, which kick in at 25% of the voting rights for private companies and 3% of the voting rights for public companies. While reporting of major sharehold - ings in public companies is published on the website of the relevant stock exchange, the register of ben - eficial owners of private companies is – thus far and unlike in other jurisdictions – not publicly available. However, on 26 September 2025, the Swiss Parlia - ment passed the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA) as well as a revision to the Anti-Money Laundering Act (AMLA). Most notably, the LETA will introduce a new centralised federal register of benefi - cial owners (transparency register) which is intended to provide authorities and certain persons with swift access at any time to reliable information about the beneficial owners of a legal entity. An audit authority will be tasked with verifying the accuracy, complete - ness, and relevance of the information in the trans - parency register. The register shall be accessible to certain authorities, and individuals and entities who are subject to the AMLA (most notably banks). As the consultation for the implementing ordinance is ongo - ing, as of today, many practical implications are still unclear. However, the new legislation is expected to come into force in the second half of 2026 and will have a significant impact on the reporting of benefi - cial owners for Swiss private companies. Given the relatively severe sanctions for non-compliance with these obligations, foreign investors are well advised to make sure they are informed about these duties and the applicable deadlines both under the current and the future regime and familiarise themselves with the new regime in the course of the first half of 2026.
foreign private equity and venture capital funds, as well as business angels, provide sources of financ - ing primarily against the issuance of equity or hybrid instruments. Traditional debt financing (ie, loans), which is still the most important financing source for SMEs (other than start-ups), is to a large extent still provided by regu - lated banks and, in particular, large and medium-sized Swiss banks. This is partly the result of the so-called 10/20 non-bank rules, which limit the number of non- bank creditors of Swiss borrowers to avoid adverse withholding tax consequences. These rules have made financing by debt funds less attractive and therefore less common than in other jurisdictions – although the number of transactions involving this alternative source of funding has been steadily increasing. Cryptocurrency and Distributed Ledger Technology In addition to traditional capital markets, Switzerland has been at the forefront of establishing an ecosystem for financing models based on cryptocurrency and distributed ledger technology (DLT). This includes a dedicated law, the Federal Act on the Adaptation of Federal Law to Developments in Distributed Electronic Register Technology (the “DLT Act”), which came into force on 1 August 2021 and which – inter alia – estab - lished a framework for DLT securities and DLT trading facilities. In addition, to date, the Swiss Financial Mar - ket Supervisory Authority (FINMA) has issued licences The Swiss securities law framework has been fun - damentally overhauled by the Swiss Federal Act on Financial Services (“FinSA”) and the Swiss Financial Services Ordinance, which – subject to certain tran - sition periods – came into force on 1 January 2020. The stated objective of this reform was to seek a cer - tain degree of harmonisation with the corresponding framework in the EU. The FinSA provides for, inter alia, comprehensive rules on the requirement to publish a securities prospectus (including applicable exemp - tions and recognition of foreign prospectuses). Foreign and domestic market participants are also subject to the provisions of FinMIA and its implement - to two so-called crypto banks. 5.2 Securities Regulation
5. Capital Markets 5.1 Capital Markets Overview Primary Sources of Funding
The Swiss capital markets are widely considered to be very well developed. The two licensed Swiss stock exchanges, SIX Swiss Exchange and BX Swiss, in particular, create an ecosystem with access to equity, hybrid and debt capital for companies of a certain size. Outside public capital markets, domestic and
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