Revision of the CISA
New definition of “Qualified Investors (QI)” (Art. 10 para 3, 3bis and 3ter CISA)
- Regulated financial intermediaries such as banks, securities dealers, fund management companies, asset managers of CIS, central banks or regulated insurance institutions.
- Public entities and retirement benefits institutions with professional treasury operations.
- Companies with professional treasury operations.
- Individuals under discretionary management mandates with an independent asset manager (unless they have stated in writing that they do not wish to be considered as QI: Opting-out).
- HNW individuals who qualify as sophisticated investors (a proven financial experience with at least CHF 0.5mio of financial assets or a minimum of CHF 5mio of financial assets) and who have requested in writing to be considered as qualified investors (Opting-in).
New definition of the term “Distribution”
Any offering of and any promotion of CIS targeted to QI (except for a limited group of regulated financial intermediaries) is to be considered as distribution (Art. 3 para. 1 and Art. 10 para. 3 Let. a and b CISA).
Appointment of a Swiss representative and a Swiss paying agent
CISA makes it mandatory to appoint a Swiss representative, as gatekeeper, and a Swiss paying agent for foreign CIS sold to Swiss QI. No FINMA registration is required.
Distribution of foreign CIS to QI in Switzerland or from Switzerland
Foreign CIS which chooses to be distributed to QI, may only be distributed by a financial intermediary which is adequately supervised (Art. 19 para. 1bis CISA and Art. 30a para. 1 CISO) in its own jurisdiction.
The revised CISA came into force on March 1st 2013
A two years transition period was granted for the implementation of the CISA. During that period foreign CIS willing to continue distributing in Switzerland after March 1st 2015 will have to elect a Swiss representative and a Swiss paying agent.
As a result, the former private placement regime no longer applies in Switzerland after March 1st 2015.