About Risikokapital Law in Lausanne, Schweiz
Risikokapital, or venture capital law, governs how startups raise funds from investors and how those investments are structured, documented, and regulated in Switzerland. In Lausanne, a city known for its research ecosystem around EPFL and UNIL, venture capital activity frequently involves fast-paced fundraising rounds, complex equity agreements, and cross-border considerations. The legal framework combines corporate law, securities regulation, and fund-specific rules to balance investor protection with entrepreneurial growth.
Key features include the obligation to comply with Swiss securities and financial market rules when offering investments, precise documentation for ownership and control, and careful treatment of convertible instruments and special purpose vehicles. Lawyers in Lausanne commonly advise on term sheets, shareholder agreements, investor rights, and regulatory compliance for both startup ventures and venture funds. Practical guidance often hinges on coordinating corporate actions with cantonal registration requirements and national financial market standards.
“In Switzerland, venture capital activities are shaped by FinSA and FinIA for client interactions, together with the KAG for funds and the Swiss Code of Obligations for shareholder agreements.”
Source: FINMA and Source: SECO provide authoritative context on how financial market regulation and venture funding interact in Switzerland. These frameworks influence Lausanne-based funding rounds, fund formations, and advisory responsibilities. For local specifics, consult a Lausanne-based lawyer who can tailor guidance to Vaud cantonal practices and EPFL-University of Lausanne collaborations.
Why You May Need a Lawyer
Lausanne startups and venture funds often require specialized legal support beyond standard corporate advice. Below are concrete, real-world scenarios common in the Lausanne ecosystem where a Risikokapital attorney adds value.
- Convertible financing tied to an EPFL spin-off - A Lausanne-based startup uses a convertible loan to raise funds from local angels, with terms that affect conversion price, interest, and cap. A lawyer ensures alignment with Swiss corporate law and securities requirements to avoid later disputes during conversion.
- Establishing a venture fund in Vaud - A group of Lausanne investors forms a small venture fund. A lawyer helps choose between a limited partnership and an alternative fund structure, negotiates the fund’s offering documents, and ensures compliance with the KAG for fund marketing and investor eligibility.
- Shareholders agreement during a Series A in Lausanne - A Series A round involves minority protections, anti-dilution mechanics, and governance rights. An attorney drafts and negotiates the agreement to reflect local corporate governance norms and Swiss minority protections.
- Cross-border fundraising and distribution - Lausanne startups seek investment from European or US investors. A lawyer navigates cross-border registered or private placements, prospectus exemptions, and Swiss regulatory reporting obligations to avoid regulatory pitfalls.
- Regulatory compliance for investment advice - A fintech accelerator in Lausanne provides investment advice to participants. FinSA imposes client classification, suitability assessments, and conflict of interest rules, and a lawyer helps implement compliant advisory processes.
- Due diligence for a potential acquisition - A venture-backed Lausanne company is targeted for acquisition. An attorney coordinates vendor due diligence, negotiates the term sheet, and aligns closing conditions with Swiss corporate and securities law.
Local Laws Overview
Two to three core Swiss legal regimes frequently shape Risikokapital activities in Lausanne, with cantonal considerations in Vaud. Here are the principal statutes and regulations to know, along with their general effective dates and recent changes.
FinSA - Financial Services Act - Regulates client advisory services, prospectus requirements, and market conduct for financial services including investment advice and distribution. FinSA came into force on 1 January 2020, with transitional provisions guiding phase-in for different service categories. It remains central to how Lausanne lawyers structure advisory relationships with founders and investors. FINMA provides enforcement context and practice guidance.
FinIA - Financial Institutions Act - Regulates the authorization and supervision of financial institutions, including entities engaging in investment services and management of funds. FinIA complements FinSA and has specific implications for venture funds and advisory platforms operating in Lausanne. Initial provisions took effect around the 2020 transition period, with ongoing implementing regulations established by FINMA.
KAG / CISA - Collective Investment Schemes Act - Governs collective investment schemes and fund marketing, including Swiss funds that may be used by venture capital vehicles. The framework sets requirements for fund governance, prospectus standards, and supervisory oversight. The act and its implementing ordinances have evolved since enactment in the mid-2000s, with recent refinements to align cross-border activity and investor protections. Federal authorities outline current enforcement and guidance.
Swiss Code of Obligations (Obligationenrecht, OR) - Governs contracts, including shareholder agreements, term sheets, and corporate matters related to venture investments. The OR provides baseline rules for contracts, transfer of shares, and fiduciary duties among founders, investors, and employees. In Lausanne, counsel frequently references OR provisions when drafting equity arrangements and governance documents.
These laws interact with cantonal practices in Vaud, including registration, reporting, and local business licensing. Lausanne-based ventures should coordinate with a local attorney to ensure alignment of national law with cantonal registrations and tax rules. For practical compliance, regular updates on reform efforts are advisable given ongoing Swiss financial market reforms.
Frequently Asked Questions
What is FinSA and why does it matter in Lausanne?
FinSA governs how financial services are offered to clients in Switzerland, including suitability and conflicts of interest. It matters in Lausanne because startup founders and investors rely on compliant advisory practices during fundraising rounds. Violations can trigger regulatory action and reputational risk.
How do I know if my fundraising activity needs a prospectus under Swiss law?
Generally, if you market securities to non-qualified investors or operate as a collective investment scheme, a prospectus is required. Swiss law provides exemptions for certain private placements, but careful legal review is essential to avoid penalties. A local attorney can tailor the assessment to Vaud cantonal rules.
What is a term sheet and why should a Lausanne lawyer review it?
A term sheet outlines key economics, control rights, and milestones for a financing round. In Lausanne, a lawyer reviews it to ensure alignment with Swiss corporate norms and to protect future governance and exit rights. Early legal review reduces negotiation friction later.
How long does it typically take to close a VC round in Lausanne?
Simple rounds may close in 4-6 weeks after negotiations and due diligence, while complex cross-border rounds can take 8-12 weeks. Local factors include diligence depth, equity structure, and regulatory review timelines. Consulting a Lausanne-based attorney early helps manage timelines.
Do I need a lawyer for a convertible loan in Switzerland?
Yes, a lawyer should draft the terms to specify conversion triggers, caps, applicability of Swiss securities law, and investor protections. Clear documentation minimizes disputes at conversion and during later rounds. This is especially important for Lausanne startups with local and international investors.
Can a Swiss venture fund raise from foreign investors without a local sponsor?
Foreign participation can be possible, but funds may need local registration or supervision depending on structure. The KAG and FinSA FinIA regimes impose reporting and compliance duties. A Lausanne lawyer helps structure a compliant cross-border fund.
What is the difference between a GmbH and an AG for venture financing in Switzerland?
A GmbH (limited liability company) suits smaller ventures; an AG (joint stock) is common for larger rounds and easier to scale. Corporate form affects governance, transfer restrictions, and investor rights. A lawyer can advise on optimal structure for Lausanne-based fundraisings.
Do I need to register a venture fund in Vaud cantonal registry?
Most funds must comply with federal fund regulation, but startup entities and SPVs may require local cantonal registration for business activity. A Lausanne attorney can determine registration needs and timelines. Local registration is typically completed after fund formation.
What kinds of securities should I consider in a Lausanne investment round?
Common Swiss instruments include equity, preferred shares, and convertible instruments. The choice affects voting rights, dividends, and exit scenarios. A lawyer helps tailor instruments to Swiss law and investor expectations.
How long does due diligence typically take for a Lausanne investment?
Due diligence generally spans 2-4 weeks for a startup with clean records and documented IP. In complex cases it can extend to 6-8 weeks. A local lawyer coordinates information requests and regulatory checks efficiently.
Is a term sheet legally binding in Switzerland?
Often the term sheet is non-binding on most terms except for confidentiality and exclusivity clauses. Major binding actions occur when a formal share purchase agreement or investment agreement is signed. Consult a Lausanne attorney to clarify which terms are binding.
What qualifies as a convertible loan under Swiss law?
A convertible loan is a debt instrument that can convert into equity at a future event or milestone. Swiss law requires clear conversion terms and adjustment mechanics. A lawyer drafts these provisions to avoid disputes later on.
Additional Resources
Useful official and organizational resources for Risikokapital in Lausanne and Switzerland include:
- FINMA - The Swiss financial market supervisor; provides guidance on investment funds, securities, and compliance for investment advisors. FINMA official site
- SECO - Swiss State Secretariat for Economic Affairs; offers policy context, investment climate information, and regulatory guidance relevant to venture capital and startups. SECO official site
- Swiss Venture Financing and Corporate Law Resources - General references and practical guidelines for venture capital transactions in Switzerland; consult the Vaud cantonal administration for local registration and business development support. Vaud Cantonal Government
For legal texts, you may also review official federal resources and Swiss law databases accessible through the government’s legal portals. These provide the current versions of FinSA, FinIA, and KAG texts as implemented in practice.
Next Steps
- Define your fundraising objective and choose an appropriate entity structure (GmbH or AG) in Lausanne based on your growth plan and investor expectations.
- Identify Lausanne-based or Vaud-experienced lawyers with a proven track record in venture financing and fund formation; request a written scope and fee proposal.
- Prepare a concise information packet for initial consultations, including business plan, IP inventory, cap table, and draft term sheets.
- Schedule 2-3 introductory meetings to compare approaches to FinSA FinIA compliance, KAG fund considerations, and contract drafting styles.
- Engage counsel with a clear engagement letter outlining deliverables, timelines, and milestones for the fundraising round.
- Coordinate due diligence with your lawyer, investors, and any external advisers (accountants, IP assessors) to avoid delays.
- Execute the investment documents and ensure proper registration, where required, with the Vaud cantonal authorities and Swiss federal regulators.
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