Beste Risikokapital Anwälte in Bern

1. About Risikokapital Law in Bern, Schweiz

Risikokapital, or venture capital, involves funding early stage companies in exchange for equity or convertible instruments. In Switzerland, the regulatory framework is national and applies across cantons, including Bern. The legal structure covers fund formation, investor protection, and ongoing compliance for funds and advisers.

The Bern region hosts a growing startup ecosystem with many seed rounds and growth financings. Swiss law governs how venture funds are organized, how investments are sold, and how disputes are resolved. Key statutes and regulations shape fundraising, disclosure, and fiduciary duties for fund managers and lawyers advising them.

FinSA and FinIA came into force on 1 January 2020, establishing a new framework for financial services and institutions in Switzerland.

Source: FINMA and Swiss government guidance on financial market regulation. See FINMA at FINMA for authoritative overviews of FinSA, FinIA, and related supervisory practices.

2. Why You May Need a Lawyer

When pursuing Risikokapital in Bern, you will likely encounter complex regulatory and contractual issues. A lawyer helps you navigate the Swiss framework to protect your interests and avoid costly missteps.

• Seed funding negotiations for a Bern-based startup seeking CHF 1-5 million. A lawyer can draft and negotiate term sheets, shareholder agreements, and convertible loan terms that align with Swiss corporate law and FinSA/FinIA requirements.
• Structuring a Swiss venture fund or SPV in Bern. Legal counsel can advise on fund formation, compliance with the Kollektivanlagengesetz (KAG) and Kollektivanlagenverordnung, and coordination with FINMA supervision where needed.
• Advising on regulatory compliance for a fund adviser or asset manager registered in Bern. FinSA and FinIA impose licensing, conduct, and disclosure obligations that require precise documentation and ongoing oversight.
• Managing cross-border investments into a Bern startup from EU or UK investors. You may need to address differing regulatory regimes, tax considerations, and translation of legal documents for Swiss authorities.
• Handling disputes between founders or limited partners. A lawyer provides contract interpretation, enforcement strategies, and potential remedies under the Swiss Code of Obligations (OR) and applicable civil procedure rules.
• Ensuring investor disclosures and fee transparency. FinSA requires clear information to investors; a solicitor can prepare compliant prospectuses, fee schedules, and risk disclosures.

3. Local Laws Overview

Switzerland regulates Risikokapital through a combination of federal statutes and FINMA supervision. The main laws frequently invoked in Bern include the Kollektivanlagengesetz (KAG), the Financial Services Act (FinSA), the Financial Institutions Act (FinIA), and the Swiss Code of Obligations (OR).

Kollektivanlagengesetz (KAG) regulates collective investment schemes and funds, including certain venture capital structures. It lays out licensing, prospectus, and distribution rules for fund managers and funds. Compliance is typically overseen by FINMA and, where relevant, by cantonal registration processes.

FinSA and FinIA establish the framework for financial services and for licensing financial institutions and advisers. FinSA focuses on disclosure, advice, and investor protection, while FinIA covers licensing and ongoing supervision of financial service providers. FinSA and FinIA came into force on 1 January 2020 and continue to be refined through FINMA guidance.

Recent changes emphasize increased responsibility for investment advisers and clearer client disclosures under FinSA.

Swiss Code of Obligations (OR) governs contracts, shareholder rights, and corporate governance. It remains the cornerstone for investor agreements, shareholder protections, and enforceability of terms in Bern and nationwide. For venture transactions, the OR informs subscription agreements, equity instruments, and dilution mechanics.

Effective dates and updates for these laws are published by FINMA and the federal admin portal. For reliable guidance, consult FINMA resources and the Swiss government’s official legal texts.

Source: FINMA guidance on FinSA/FinIA and Swiss government resources on KAG and OR. See FINMA and admin.ch for authoritative details.

4. Frequently Asked Questions

What is the role of FinSA and FinIA in venture capital in Bern?

FinSA governs client protections, disclosure, and suitability for financial services. FinIA regulates licensing and supervision of financial institutions and advisers. Together they shape who may offer investment services in Bern and how they operate.

How do I form a Swiss venture capital fund in Bern under KAG?

You typically establish a fund structure with legal form options such as a special purpose vehicle and fund management entity. Compliance with KAG, licensing requirements, and FINMA oversight are essential for lawful operation.

When did FinSA and FinIA start applying to Swiss advisers and funds?

FinSA and FinIA became effective on 1 January 2020. Since then, advisers and fund managers in Bern have needed to meet the new licensing, disclosure, and conduct standards.

Where can I register a Bern-based investment fund and its management company?

Fund registrations and licenses typically involve FINMA supervision and cantonal registry steps. Start with FINMA guidance and your cantonal commercial register for local requirements in Bern.

Why is KAG important for venture capital funds in Switzerland?

KAG regulates the sale and management of collective investment schemes, including venture capital funds. It sets requirements for prospectuses, risk disclosure, and investor eligibility to protect participants.

Can a Bern startup raise funds from foreign investors under Swiss law?

Yes, but you must comply with Swiss securities and investor protection rules, including FinSA disclosure obligations and potential cross-border tax considerations. Legal counsel helps coordinate documentation.

Should I hire Swiss counsel for convertible loan agreements?

Yes. Convertible loans involve Swiss corporate law and tax implications, plus potential regulatory considerations under FinSA and FinIA if advisers are involved. A lawyer ensures enforceability and clear conversion terms.

Do I need notarial services for forming a venture fund in Switzerland?

Notarization can be required depending on the chosen legal form and contracts. An attorney can advise on where notaries are necessary and prepare documents accordingly.

Is there a typical timeline to close a seed round in Bern?

Seed rounds in Switzerland often take 4-12 weeks from term sheet to closing, depending on complexity, due diligence, and regulatory checks. A lawyer helps keep milestones on track with clear deliverables.

How much do legal services for venture deals cost in Bern?

Costs vary by complexity and firm, but you can expect hourly rates in the range of CHF 250-700 for specialized venture work. Fixed-fee options are sometimes available for standard documents.

What is the difference between a VC fund and a private equity fund in Switzerland?

VC funds typically invest in early-stage companies with higher risk and lower liquidity, while private equity funds target more mature businesses with larger ticket sizes and longer horizons. Both fall under different regulatory and disclosure regimes under KAG and FINMA oversight.

5. Additional Resources

• FINMA - Swiss Financial Market Supervisory Authority; official regulator overseeing banks, securities dealers, collective investment schemes, and advisers. https://www.finma.ch/en/
• admin.ch - Swiss federal portal for legal texts and government information, including FinSA, FinIA, and KAG guidance. https://www.admin.ch/gov/en/start.html
• SECO - State Secretariat for Economic Affairs; official resource on economic policy, startups, and investment guidelines relevant to venture activities. https://www.seco.admin.ch/seco/en/home.html

6. Next Steps

1. Clarify your venture capital needs and target structure. Decide whether you are forming a fund, investing as a syndicate, or raising for a portfolio company in Bern.
2. Identify Bern-based law firms or attorneys with demonstrable venture capital experience. Check their track record on FinSA/FinIA compliance and KAG matters.
3. Prepare a document package for initial consultations. Include term sheets, anticipated investor profiles, and your preferred fund or corporate structure.
4. Schedule a consultation to discuss regulatory obligations, licensing, and disclosures. Request a written engagement proposal and fee estimate.
5. Confirm the adviser’s regulatory status and whether you need a Swiss notary, depending on the chosen entity type and contracts.
6. Draft and review critical documents with your lawyer. Focus on term sheets, shareholder agreements, convertible loan terms, and fund prospectuses.
7. Implement a compliance plan with FinSA/FinIA requirements. Establish ongoing reporting, client communications, and annual disclosures as needed.