SWITZERLAND Law and Practice Contributed by: Nicolas Béguin, Joseph Merhai, Thomas Pasquier and Benjamin Vignieu, Aegis
cles of association and investment regulations are set between CHF1,000 and CHF10,000. Swiss Limited Partnership (LPCI) The establishment of LPCIs primarily follows the company law provisions governing ordinary lim - ited partnerships under the CO (Article 99 CISA). The general partner must be a limited company ( société anonymeAktiengesellschaft ) with its reg - istered office in Switzerland. General partners without authorisation as managers of collective assets may only be active as a general partner in one LPCI. LPCIs must be authorised by FINMA as an insti - tution (Article 13, para 2, lit c CISA) and must submit their constituting documents (ie, the part - nership agreement) to FINMA for approval (Arti - cle 15, para 1, lit c CISA). Advance approval from FINMA must also be obtained for all product and licence-related changes to the basis on which authorisation was originally granted (Article 16 CISA and Article 14 f CISO). The FINMA fees for obtaining authorisation as an LPCI range from CHF4,000 to CHF30,000. The fees for approving the partnership agreement are set between CHF1,000 and CHF10,000. 2.1.3 Limited Liability Investors in open-ended funds are only liable up to the amount of their initial investment (see in particular Article 36, para 1, lit c CISA). For con - tractual investment funds and SICAVs structured as umbrella funds with multiple sub-funds, each sub-fund’s liability is restricted to its own obliga - tions, and investors in one sub-fund cannot be held liable for the liabilities of other sub-funds (Article 93, para 2 CISA).
Similar to investors in SICAVs, the liability of investors in SICAFs is legally limited to their capital contributions. In the case of a closed-ended LPCI, the unlim - ited partner bears unlimited liability, while the limited partners are liable only up to their con - tribution (Article 98, para 1 CISA). Investors in an LPCI may – and very often will – have certain pecuniary obligations set out in the partnership agreement. These include the obligation to make additional investments (capital contribution obli - gation) or the obligation to repay a share of the profits in predefined cases (claw-backs). 2.1.4 Disclosure Requirements Duty to Publish a Prospectus Rules pertaining to product documentation are essentially governed by FinSA and FinSO. Fund management companies of contractual investment funds, SICAVs, LPCIs and SICAFs must issue and publish a prospectus when offer - ing to the public (Article 48, para 1 FinSA). The prospectus of contractual investment funds, SICAVs and SICAFs shall be submitted to FIN - MA (Article 48, para 4 FinSA) and must provide detailed information about the funds’ establish - ment, legal structure and operational frame - work (such as information about its duration, tax provisions, accounting year and the name of its audit company). In addition, the prospec - tus must outline the investment strategy, permit - ted investments and investment restrictions. It must disclose information about compensation, costs and fees and the accessibility to relevant documents such as fund contracts and reports. It is also mandatory to include information on the licensee, custodian bank and third-party provid - ers, as well as the historical performance of the fund (see Annex 6 of FinSO).
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