NRF in Switzerland

Creating an open-ended NRF in Switzerland is possible as: 

• FCP;
• SICAV. 

Establishing a closed-end NRF in Switzerland is possible as: 

• SICAF;
• LP.

GPs (at least one) bear unlimited liability, while LPs bear liability based on the amount of their contributions. LPs can only manage their own investments.

NRFs are required to get FINMA permission. A foreign NRF can't be offered to an unqualified investor. If an NRF is involved in marketing activities that qualify for financial services, they must adhere to certain rules. 

Establishing a Swiss NRF

NRF investors can only be:

• FINSA-compliant clients;
• mediators (e.g. banks, traders in securities, managers of funds, trustees & managers of CIS);
• companies providing insurance services;
• non-Swiss mediators & companies subject to prudential regulation;
• banks;
• state-owned organizations involved in treasury operations;
• organizations providing retirement schemes;
• private investment structures.
• clients that provided written confirmation of having no less than CHF 2 mln / CHF 500 K in assets & being aware of potential risks;

Switzerland: Obtaining an NRF License

NRF managers must comply with the requirements applicable to Swiss retail funds. FCP or SICAV managers can delegate decisions related to investments to 3rd parties.

Taxation

Those interested in acquiring a stake in a Swiss NRF should keep in mind that Swiss legislation doesn’t draw a distinction between NRFs & retail funds. Their taxation will depend on their legal structure, which can be:

• FCP, SICAV & LP;
• SICAF.

As far as income tax is concerned, the 1st group is more transparent. In these funds, income tax is levied on each investor. An exception is made for income derived from immovable property.

Distributing/accumulating FCP, SICAV & LP profits requires paying a special tax of thirty five percent. No taxes are levied on immovable property or capital gains (if they’re reported as two separate sources of income).

Swiss Pooled Funds: Protecting Assets

FCP, SICAV & SICAF’ managers must entrust custody of assets to a custodian bank. Performing custodian functions requires such banking institutions to have a proper organizational structure. Unlike depositories & agents, custodian banks must obtain a banking license in Switzerland & receive FINMA permission.

Establishing a SICAV in Switzerland is reserved exclusively for a qualified investor. What it means is that FINMA may not require appointing a custodian bank. FINMA permission is also required for changing custodian banks.

Managing NPFs in Switzerland

Fund management requires getting FINMA permission. Applicants are required to submit the below information:

• changes in statutory documentation;
• changes in managers;
• facts capable of calling in question managers’ reputation (e.g. previous criminal record);
• change of a custodian bank;
• changes in capital & financial guarantees.