Beste Risikokapital Anwälte in Burgdorf

1. About Risikokapital Law in Burgdorf, Schweiz

Risikokapital, or venture capital, in Burgdorf and the wider Schweiz involves financing innovative Swiss startups in exchange for equity or other rights. The legal framework covers how funds are raised, how investments are structured, and how investor rights are protected. Local activity typically interacts with federal statutes, FINMA supervision, and cantonal business registries in Bern.

Key legal questions include how to form a venture capital fund, how to document investments, and how to address governance, disclosure, and exit strategies. Swiss law emphasizes clear term sheets, robust documentation, investor protections, and compliance with anti money laundering rules. Effective legal counsel helps startups and funds navigate contracts, corporate governance, and regulatory requirements.

Important note: Always verify the current version of the applicable laws on official sources, since regulations for investment funds and venture deals evolve. See the official government and regulator resources cited in this guide for the latest text and guidance.

2. Why You May Need a Lawyer

• Negotiating a term sheet for a Burgdorf startup round. A lawyer helps align founder interests with investor expectations, structures preferred equity or convertible notes, and preserves cap table clarity. The goal is to avoid later disputes over valuation, liquidation preferences, and anti-dilution protections.
• Setting up a Risikokapitalfonds or a private equity vehicle. Legal counsel advises on fund structuring, licensing, and disclosure requirements under Swiss law, and helps select between a standalone fund or a managed vehicle with a Swiss investment manager.
• Drafting and reviewing subscription agreements and shareholder agreements. Precise language governs rights, obligations, transfer restrictions, and exit mechanics, reducing the risk of costly disputes with investors.
• Compliance with anti money laundering and know-your-customer rules. Banks and regulators scrutinize fund operations; a lawyer helps implement proper onboarding, record-keeping, and ongoing due diligence processes.
• Convertible loan agreements and equity conversion terms. A lawyer determines conversion triggers, cap tables post conversion, and investor protections if the startup hits milestones or fails.
• Cross-border investments involving Burgdorf-based companies and foreign funds. Cross-border deals raise currency, tax, and regulatory questions that require specialized guidance to avoid conflicts with Swiss and foreign laws.

3. Local Laws Overview

The Swiss venture capital landscape is shaped by several key statutes and regulatory regimes. The primary framework includes collective investment law, corporate and contract law, and financial market regulation administered by FINMA.

The Federal Act on Collective Investment Schemes (KAG) governs the establishment, operation, and supervision of collective investment funds, including those that invest in venture capital strategies. This framework sets rules for fund eligibility, investor disclosures, risk management, and licensing.

Venture capital funds in Switzerland are regulated under the Federal Act on Collective Investment Schemes and FINMA supervision.

The Swiss Code of Obligations (Obligationenrecht, OR) provides the core rules for contracts, corporate governance, share subscriptions, and the rights and duties of shareholders and managers. For venture deals, OR governs how agreements are drafted, how shares are issued, and how liabilities are allocated between parties.

Contract law and corporate governance provisions are central to Swiss venture transactions.

The Banking Act (Bankengesetz, BankG) and Financial Market Regulation govern licensing and supervision of banking activities and investment services. In practice, funds that engage in investment activities or take deposits may fall under these considerations and require an appropriate licensing or exemption path. The Financial Services Act (FIDLEG) and the Financial Market Infrastructure Act (FMIA) also shape disclosure, suitability, and market conduct for financial intermediaries. The combination of these laws creates the regulatory environment for venture funds and investor protection.

Swiss financial market regulation includes FIDLEG and FMIA regimes, with key compliance obligations for funds and advisers.

4. Frequently Asked Questions

What is venture capital law in Switzerland?

Venture capital law governs how venture capital funds are formed, operated, and supervised in Switzerland. It covers fund structures, investor disclosures, and regulatory licensing requirements. The framework relies on the KAG for collective investments and FINMA for supervision.

How do I form a venture capital fund in Burgdorf?

Start with a clear investment mandate and choose a legal vehicle, such as a Swiss-registered fund or managed account. Obtain proper licensing if required and engage counsel to draft the fund prospectus, partnership or management agreements, and investor documentation. Align with KAG requirements and FINMA guidance.

When did Swiss venture capital regulation take effect?

Key components include the KAG as the primary fund framework and the post 2020 rollout of FIDLEG for financial services. The 2020 start date for many FIDLEG provisions is a milestone for regulatory compliance in advisory and product disclosure.

Where can I register a venture fund in the Canton of Bern?

You typically register at the federal level via the official channels and ensure compliance with cantonal business registration in Bern. Your lawyer will guide you on the correct registry steps and any local permits required for business activity in Burgdorf.

Why should a Burgdorf startup hire a local lawyer for a funding round?

A local lawyer understands Bern cantonal processes, local counsel networks, and Burgdorf business norms. They can tailor documents to protect founders and align with Swiss regulatory expectations for fundraising and governance.

Can a convertible loan be used in a Swiss venture deal?

Yes. Convertible loans convert into equity under defined terms, typically on a future round or milestone. Precise conversion mechanics and protective provisions require careful drafting to avoid disputes during equity rounds.

Should I engage Swiss counsel or international counsel for cross-border deals?

For cross-border transactions, Swiss counsel handles local law, language, and enforcement nuances, while international counsel adds familiarity with foreign regulations. A coordinated approach minimizes conflicts and ensures consistent documentation.

Do I need FINMA authorization for a venture capital fund?

Most standard venture funds may operate without a FINMA license if they are structured as appropriate investment schemes and comply with KAG rules. Some fund-advisor activities and certain service providers may require licensing or registration.

Is the cost of legal services for VC deals predictable?

Costs depend on deal complexity, document volume, and whether fixed or hourly fees are used. A lawyer can propose a budget or fixed-fee package for standard documentation and a separate estimate for due diligence and negotiations.

How long does due diligence typically take in a Swiss VC deal?

Due diligence commonly spans 2 to 6 weeks depending on company complexity, data availability, and the diligence scope. A well-organized startup with prepared records reduces delays and accelerates negotiations.

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

A venture capital fund typically focuses on early-stage, high-growth startups with higher risk and higher potential returns. Private equity funds usually invest in more mature companies with established revenue, offering different risk and return profiles.

5. Additional Resources

• FINMA - Swiss financial market regulator that supervises banks, funds and investment advisers.
• SFAMA - Swiss Funds and Asset Management Association; provides industry guidance and standards for fund management in Switzerland.
• Swiss Federal Administration - Official portal for federal laws including the KAG and FIDLEG; provides consolidated text and updates.

6. Next Steps

1. Define your objective: Clarify whether you are forming a fund, seeking investment, or negotiating a round with Burgdorf startups. This directs your legal needs and timeline.
2. Identify a qualified Risikokapital lawyer in Bern or Burgdorf: Look for specialists in venture capital, fund formation, and Swiss corporate law. Ask for concrete examples of similar transactions handled locally.
3. Prepare core documents in advance: Gather a draft term sheet, cap table, business plan, and key investor requirements. This speeds up negotiations and reduces back-and-forth costs.
4. Schedule an initial compliance review: Have your counsel assess KAG applicability, anti money laundering controls, and disclosure obligations early in the process.
5. Draft and negotiate the main contracts: Term sheet, subscription agreements, shareholder agreements, and any convertible loan terms should be finalized with your lawyer before investor meetings.
6. Coordinate with regulators if needed: For funds or advisory activities, confirm whether any FINMA licensing or registration applies and arrange any required filings.
7. Confirm timelines and fees up front: Request a written engagement letter with milestones, deliverables, and a fixed or capped fee structure to avoid surprises.