Collective Investment Schemes Act (CISA / KAG) — Switzerland
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CISA governs Swiss collective investment schemes, the people who hold their assets, and the offer of foreign schemes in Switzerland (Art. 2). It sets four legal forms. SICAVs, LPCIs and SICAFs need FINMA authorisation. A contractual fund needs FINMA approval of its fund contract, and its management company is authorised under the Financial Institutions Act. Since 1 March 2024 the Limited Qualified Investor Fund (L-QIF) needs neither authorisation nor approval, provided an eligible institution manages it (Art. 118a, Arts 118g and 118h).
Scope and the core mechanism
A scheme pools investor assets for collective investment (Art. 7). The assets are managed for the investors' account, and the scheme must have its registered office and head office in Switzerland. Pension institutions, operating companies, holding companies and investment clubs whose members can manage their own financial interests fall outside (Art. 2(2)). So do Swiss investment companies limited by shares that are listed on a Swiss exchange, or that admit only qualified shareholders through registered shares (Art. 2(3)).
The Act splits schemes by redemption rights. Open-ended schemes are the contractual fund and the investment company with variable capital, or SICAV (Art. 8). Closed-ended schemes are the limited partnership for collective investment (LPCI, the German KmGK) and the investment company with fixed capital, or SICAF (Art. 9). Open-ended schemes are then typed by asset class: securities funds (Art. 53), real estate funds (Art. 58), and other funds for traditional or alternative investments (Art. 68). Those product rules do not apply to L-QIFs (Art. 118d).
The Swiss Financial Market Supervisory Authority (FINMA) issues the authorisations and approvals and supervises compliance (Art. 132). Fund management companies left CISA's authorisation list on 1 January 2020, when the Financial Institutions Act (FinIA) took over their licensing. The repeal of Art. 13(2)(a) records the move, and a SICAV may delegate its administration only to a fund management company authorised under Art. 32 FinIA (Art. 51(5)).
In practice: a SICAV, LPCI or SICAF that needs FINMA authorisation may enter the Commercial Register only once FINMA has granted it (Art. 13(5)). An L-QIF in the form of a SICAV or LPCI needs no authorisation (Art. 13(2bis)), so the rule does not apply to it.
Key provisions
| Provision | What it says | The practical point |
|---|---|---|
| Qualified investors (Art. 10(3)). | Qualified investors are professional clients under the Financial Services Act (FinSA). Retail clients also count where a FinSA financial intermediary, an equivalently supervised foreign intermediary or an insurer gives them permanent portfolio management or advice. They can opt out in writing or another text-verifiable form (Art. 10(3ter)). | For funds open only to qualified investors, FINMA may waive the semi-annual report, redemption at any time, cash dealing and risk diversification. The protective purpose of the Act must not be impaired, and the power does not extend to L-QIFs (Art. 118d) (Art. 10(5)). |
| Authorisation (Arts 13 and 14). | SICAVs, LPCIs, SICAFs, the custodian bank and representatives of foreign schemes need FINMA authorisation. Managers must offer a guarantee of irreproachable business conduct. | A holder of at least 10% of capital or votes is a significant equity holder and is also assessed for good reputation (Art. 14(3)). |
| Approval of documents (Art. 15). | FINMA approves the fund contract, the SICAV or SICAF articles and investment regulations, the LPCI agreement, and documents of foreign schemes offered to non-qualified investors. | Each sub-fund or share category of an umbrella needs its own approval (Art. 15(2)). |
| Alternative funds (Art. 71). | Leverage is allowed only up to a percentage of net assets set by the Federal Council. For a fund investing directly, FINMA may allow a regulated institution specialising in such transactions (a prime broker) to provide transaction-related settlement services (Art. 71(5)). | The fund name, prospectus, key information document and advertising must all refer to the special risks of alternative investments (Art. 71(3)). |
| Custodian bank (Arts 72 and 73). | The custodian must be a bank under the Banking Act of 1934. It keeps the fund's assets, issues and redeems units and handles payments. | Its staff face the managers' conduct and qualification test (Art. 72(2)). |
| NAV and reports (Art. 83, Art. 89). | NAV is calculated at market value at year end and on every dealing day. An open-ended scheme publishes its annual report within four months of the financial year end. | FINMA may permit a method of calculating NAV other than the one in Art. 83(2), if it meets international standards and does not impair the Act's protective purpose (Art. 83(3)). |
| L-QIF (Art. 118a, Arts 118c to 118e). | Open only to qualified investors, with no FINMA authorisation, approval or supervision. It may be a contractual fund, SICAV or LPCI, and the product investment rules in Arts 53 to 71 do not apply. | The first page of the fund documents, and advertisements, must use "Limited Qualified Investor Fund" or "L-QIF". They must state that the fund has no FINMA authorisation or approval and is not supervised by FINMA. Direct real estate L-QIFs are limited to certain professional clients (Art. 118a(1)(b)). |
| L-QIF management (Arts 118f to 118h). | A contractual or SICAV L-QIF is run by a fund management company. An LPCI L-QIF delegates management to a manager of collective assets. That is not needed where its general partners are banks, insurers, securities firms, fund management companies or managers of collective assets (Art. 118h(4)). | The administering institution notifies the Federal Department of Finance within 14 days of taking over or ceasing administration of an L-QIF (Art. 118f(1)). The Department keeps a public list of L-QIFs and their administrators (Art. 118f(2)). |
| Foreign schemes (Art. 120, Art. 123). | A foreign scheme needs FINMA approval before it is offered to non-qualified investors, with a Swiss representative and paying agent. Offers to qualified investors under FinSA Art. 5(1) need no approval. | Those offers must still meet Art. 120(2)(c) and (d) at all times: a name that does not mislead, and a Swiss representative and paying agent (Art. 120(4)). The representative's identity appears in every publication (Art. 124(2)). |
Amendment history
| Date | Instrument | What changed |
|---|---|---|
| 23 Jun 2006 | Federal Act on Collective Investment Schemes. | Adopted by the Federal Assembly and published at AS 2006 5379. |
| 1 Mar 2013 | Federal Act of 28 September 2012 (AS 2013 585; amendment notes). | Partial revision. Amended provisions including the scope rules in Art. 2 and the single-investor fund rule in Art. 7(3). |
| 1 Jan 2020 | Financial Services Act and Financial Institutions Act of 15 June 2018 (AS 2019 4417; AS 2018 5247; amendment notes). | Repealed Art. 13(2)(a) as fund management company licensing moved to FinIA. Redefined qualified investors by reference to FinSA client categories (Art. 10(3)). |
| 1 Mar 2024 | Federal Act of 17 December 2021 (AS 2024 53; amendment notes). | Created the L-QIF (Arts 118a to 118p) and exempted it from authorisation, approval and FINMA supervision (Arts 13(2bis), 15(3), 132(3)). |
What it works with
CISA is the product layer. The manager layer is FinIA, to which the Act cross-refers for fund management companies and managers of collective assets, and the point-of-sale layer is FinSA. Securities funds must comply with the laws of the European Communities (Art. 53), which ties them to the UCITS Directive standard.
A Swiss manager marketing an AIF to professional investors in the EU does so under each member state's national rules, where that state allows it under Art. 42 of the AIFMD; there is no EU-wide passport for it (see the AIFMD summary). For a Luxembourg fund also built without product approval, compare the RAIF summary. Swiss fund tax-reporting and CRS dates sit in the fund tax status reporting deadlines and the CRS and FATCA reporting deadlines.
In practice: an L-QIF dispenses with FINMA product authorisation and approval, but carries investor-eligibility, management and labelling requirements in their place. It can never be called a "securities fund", "real estate fund" or "other fund" (Art. 118e(3)). An authorised or approved scheme may surrender that status to become an L-QIF if investors' interests are safeguarded (Art. 118b).
To verify
- Current consolidated status: whether CISA has been amended since the 1 March 2024 version, per the Fedlex version history.
- Leverage cap for alternative funds: the percentage the Federal Council has set under Art. 71(2), in the Collective Investment Schemes Ordinance (CISO).
- SICAV minimum assets: the level and period under Art. 36(2), in the CISO.
- L-QIF status change: the Federal Council's safeguards under Art. 118b(2).
- FinIA licensing detail: the authorisation conditions for fund management companies under Art. 32 of the Financial Institutions Act (SR 954.1).
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