SWITZERLAND Law and Practice Contributed by: Lukas Morscher and Lukas Staub, Lenz & Staehelin
5. Payment Processors 5.1 Payment Processors’ Use of Payment Rails
Regulation of Loans Provided to Different Enti - ties . 4.4 Syndication of Fiat Currency Loans With regard to loans and loan syndication, it is predominantly banks that are active in the rel - evant market in Switzerland. There are a num - ber of reasons for this, one being the Swiss tax law rules commonly referred to as the “Swiss non-bank rules” . The basis for these rules is that, under Swiss domestic tax law, payments by a Swiss borrower under bilateral or syndicated financing are generally not subject to Swiss with - holding tax. This, however, requires compliance with Swiss non-bank rules. In a nutshell, these rules require that: • a syndicate does not consist of more than ten lenders that are not licensed as banks, if there is a Swiss obligor (the ten non-bank rule); • a Swiss obligor does not, in aggregate (ie, not on a transaction-specific level), have more than 20 lenders that are not licensed as banks (the 20 non-bank rule); and • a Swiss obligor does not, in aggregate (ie, not on a transaction-specific level), have more than 100 creditors not licensed as banks under financings that qualify as deposits within the meaning of the relevant rules (the 100 non-bank rule). To ensure compliance with the Swiss non-bank rules, a number of provisions are included in facility agreements with Swiss borrowers, guar - antors or security providers. Depending on the structure, these include assignment and trans - fer restrictions that limit the ability of lenders to sell down the facilities to more than a specified number of non-bank lenders.
The payment market in Switzerland has under - gone significant changes in recent years. Since the introduction of the first mobile payment app, the Swiss market has experienced a surge of new entrants, leading to a rapid consolidation process. There are many electronic payment systems that rely, at least partially, on classic credit or debit card payment schemes; they use technology to facilitate payments at the point of sale in the context of e-commerce or, in some cases, between individuals (P2P). A recent study found that in 2024, for the first time, mobile pay - ment became the most used form of payment in Switzerland. Also, the Swiss interbank clear - ing in 2024 introduced instant payments for the first time for around 60 participating institutions, covering approximately 95% of the Swiss retail payment market. Besides credit and debit card-based payments, some payment apps can be linked to traditional bank accounts with partnering banks. The user experience is similar, but the payment is execut - ed as a bank transfer – ie, the payer authorises the payment service provider to deduct the rel - evant amount from their bank account and to transfer it to the recipient’s bank account (often routed via a bank account of the payment ser - vice provider, subject to a fee). These systems are often operated or sponsored by banks and may therefore be subject to fewer regulatory constraints. 5.2 Regulation of Cross-Border Payments and Remittances The Swiss AML regime (see 2.2 Regulatory Regime and 2.14 Impact of AML and Sanc- tions Rules ) only covers financial intermediaries
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