SWITZERLAND Law and Practice Contributed by: Marion Bähler, Ramona Wyss, Florian Gunz Niedermann, Fabienne Limacher and Urs Hofer, Walder Wyss Ltd
tech companies, which together accounted for two-thirds to three-quarters of the total invest- ment volume in the previous years. However, a further drop in investment volumes in both the general ICT sector (-12.9%) and the fintech sec - tor (-51.5%) was observed. In particular, large investments in fintech companies were almost non-existent. The biotech sector, on the other hand, made a strong recovery. In 2024, CHF739.2 million was invested in this sector – more than 50% higher than in 2023 and only slightly below the record set in 2020. Biotech investments accounted for 31% of all invested amounts, while the health - care sector as a whole accounted for 41.8%. Cleantech companies set a new record for financing rounds and were well-represented in the largest rounds in 2024. This trend towards deeptech is generally reflected in increased investment activity in robotics, healthcare and cleantech companies. (Numbers by Swiss Ven - ture Capital Report 2025 published by startup - ticker.ch and SECA – Swiss Private Equity & Corporate Finance Association.) To date, venture capital funds managed and/or marketed in or from Switzerland typically have not been set up in Switzerland but in a foreign fund jurisdiction due to certain tax disadvantag - es and/or barriers to cross-border marketing of Swiss funds or other factors affecting managers’ and investors’ preferences. If no exemption applies, venture capital fund structures established in Switzerland pooling assets from multiple investors generally qualify 2. Venture Capital Funds 2.1 Fund Structure
as collective investment schemes pursuant and subject to the Collective Investment Schemes Act (CISA) and its implementing ordinance, the Collective Investment Schemes Ordinance (CISO). In particular, investment companies in the form of a Swiss company limited by shares are not subject to the CISA if they are listed on an exchange in Switzerland or if only qualified investors pursuant to CISA are entitled to par - ticipate in the registered shares of an unlisted investment company. However, such exempt investment companies are subject to and must comply with the Anti-Money Laundering Act (AMLA) and are required to affiliate with a self- regulatory organisation (SRO) if not subject to supervision by the Swiss Financial Market Supervisory Authority FINMA (FINMA). Further - more, a group of venture capital investors may pool their investments without qualifying as a collective investment scheme if they meet the criteria of an investment club according to Arti - cle 1a CISO, which requires that the member - ship rights are set out in the relevant constitu - tive document for the investment club’s chosen legal status, the members or selected members take the investment decisions, the members are informed about the status of the investments on a regular basis, and the number of members does not exceed 20. Fund structures subject to CISA may be open- end and closed-end. Open-end funds may be set up as contractual funds (FCP) or as invest - ment companies with variable capital (SICAV). CISA distinguishes four types of open-end funds based on the type of investment:
• securities funds; • real estate funds;
• other funds for traditional investments; and • other funds for alternative investments.
545 CHAMBERS.COM
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