SWITZERLAND Law and Practice Contributed by: Francis Nordmann, Johannes Bürgi, Christian Eichenberger and André Kuhn, Walder Wyss Ltd
ny, laying down the articles of association therein and appointing the governing bodies. The com - pany is entered in the commercial register of the place in which it has its seat and acquires legal personality once it has been registered in the Commercial Registry. 5.3 REITs Switzerland has real estate investment funds, but not REITs as such. There are listed and non-listed real estate invest - ment funds in Switzerland. If the units of such Swiss real estate funds are regularly traded, for - eign investors can generally acquire fund units, even if the underlying investment is residential real estate. However, the fund management company must consist of people not qualifying as foreigners under the Lex Koller. With respect to a real estate investment fund with underlying commercial real estate, there is no restriction for foreign investors at all. 5.4 Minimum Capital Requirement The most commonly used investment vehicle is the company limited by shares, which must have a minimum share capital of CHF100,000, of which at least CHF50,000 must be paid in. Its lit - tle sister, the partnership limited by shares, must have a minimum share capital of CHF20,000. For investment funds vehicles, the capital require - ments are generally higher. 5.5 Applicable Governance Requirements The governance requirements differ between investment vehicles that require approval from Switzerland’s Financial Market Supervisory Authority (FINMA) and investment vehicles that do not require any public approval. For the lat - ter, general corporate governance rules apply. Authorisation for investment vehicles requir -
ing FINMA approval is granted if the following requirements are met, amongst others: • the persons responsible for management and the business operations have a good repu - tation, guarantee proper management, and have the requisite specialist qualifications; • the significant shareholders have a good reputation and do not exert their influence to the detriment of prudent and sound business practice; • compliance with the duties is assured by internal regulations and an appropriate organisational structure; and • sufficient financial guarantees are available. 5.6 Annual Entity Maintenance and Accounting Compliance The annual entity maintenance and accounting compliance cost varies strongly depending on whether it is a regulated or non-regulated invest - ment vehicle, and depending on the real estate assets and structure of the vehicle. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time Basically, Swiss (private) law provides for two types of purely contractual arrangements (as opposed to rights in rem such as ownership and ground lease): the lease and the usufructuary lease. Public bodies may also grant public works constructions for certain infrastructure projects. 6.2 Types of Commercial Leases There are no different types of commercial leas - es, but leases may qualify as regular, double-net or triple-net agreements.
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