Best Securities Lawyers in Arlesheim

About Securities Law in Arlesheim, Switzerland

Securities law in Arlesheim is governed primarily by Swiss federal legislation that applies across the country, with local procedures and institutions in the canton of Basel-Landschaft supporting company formation, registrations, and dispute resolution. Whether you are issuing shares in a start-up, trading on a Swiss exchange, managing assets for clients, or offering a tokenized product, you operate within a well developed Swiss framework designed to balance market integrity with investor protection.

The key federal statutes include the Financial Services Act, the Financial Institutions Act, the Financial Market Infrastructure Act, and the Collective Investment Schemes Act, together with the Swiss Code of Obligations and the Anti-Money Laundering Act. Oversight is led by the Swiss Financial Market Supervisory Authority, while exchange specific rules are administered by bodies such as SIX Exchange Regulation and BX Swiss. In Arlesheim, practical steps like notarizations, entry in the commercial register, and local court competence are handled at the cantonal level.

Why You May Need a Lawyer

Many individuals and businesses in Arlesheim seek securities counsel when planning or reacting to events with legal and financial consequences. If you are raising capital from private or retail investors, you will need to assess whether a prospectus or a basic information sheet is required, and how to structure your offer to fit within exemptions. A lawyer helps design private placements, employee share plans, convertible notes, and crowdfunding rounds that comply with Swiss rules while meeting commercial goals.

Companies contemplating a listing or a listing transfer must prepare for issuer obligations such as ad hoc publicity, financial reporting, and insider lists. Ongoing compliance for asset managers, portfolio managers, trustees, and banks requires licensing under the Financial Institutions Act, proper client segmentation, and suitability or appropriateness checks under the Financial Services Act, including affiliation to a recognized ombudsman if you serve retail clients.

Market conduct questions often arise, for example how to manage inside information, avoid market manipulation risk in communications and buyback programs, or report major shareholdings in listed companies. Investors and executives may need advice on disclosure of management transactions or lock-up arrangements.

Innovators offering digital assets or tokenized securities must navigate the Swiss ledger based securities framework and potential licensing of trading facilities, custody, or broker activity. Where issues escalate, counsel guides you through FINMA supervisory proceedings, exchange investigations, or civil disputes in the local courts, and coordinates with auditors, tax advisers, and notaries.

Local Laws Overview

Financial Services Act - FinSA: Sets conduct rules for financial service providers, including client segmentation into retail, professional, and institutional, duties of information and documentation, suitability or appropriateness assessments, best execution, and organizational requirements. It introduces the prospectus regime for public offerings of securities and the basic information document for certain financial instruments offered to retail clients. Prospectuses must be reviewed by a recognized reviewing body, and supplements are required if material changes occur before closing.

Financial Institutions Act - FinIA: Provides licensing and ongoing prudential supervision for financial institutions such as asset managers, portfolio managers, trustees, managers of collective assets, fund management companies, and securities firms. It works together with FinSA client protection rules.

Financial Market Infrastructure Act - FMIA: Regulates exchanges, multilateral trading facilities, central counterparties, central securities depositories, and trade repositories. It contains the Swiss market abuse regime prohibiting insider trading and market manipulation, and includes takeover provisions enforced with the Swiss Takeover Board for listed companies. Mandatory tender offer rules generally apply when a shareholder reaches 33.33 percent of voting rights unless the issuer has an opt out or opt up in its articles.

Collective Investment Schemes Act - CISA: Governs the formation, approval, distribution, and supervision of collective investment schemes, including Swiss funds and the distribution of foreign funds in Switzerland.

Swiss Code of Obligations: Provides corporate law foundations for company formation, share capital, corporate governance, board duties, and shareholder rights. It also contains the basis for ledger based securities introduced by the Swiss DLT framework.

Anti Money Laundering Act - AMLA: Sets due diligence, identification of beneficial owner, and reporting obligations for financial intermediaries. Non bank intermediaries are supervised either directly by FINMA or by self regulatory organizations recognized under AMLA.

Prospectus and offering rules: A prospectus is required for a public offering in Switzerland unless an exemption applies. Common exemptions include offers exclusively to professional clients, offers to fewer than 500 investors, a minimum investment of at least CHF 100,000 per investor, securities with a denomination of at least CHF 100,000, or small offers not exceeding CHF 8 million over a 12 month period. Retail offerings of certain products require a basic information document written in clear language.

Disclosure and ongoing duties for listed issuers: Exchange rules require ad hoc publicity for price sensitive facts, financial reporting, and corporate governance disclosures. Shareholders of listed companies must report major shareholdings when crossing thresholds beginning at 3 percent and at further levels such as 5, 10, 15, 20, 25, 33.33, 50, and 66.67 percent, with notifications to the issuer and the exchange.

Local procedures in Arlesheim and Basel-Landschaft: Company formations and changes are filed with the cantonal Commercial Register of Basel-Landschaft. Notarial deeds are often required for share capital increases and certain corporate actions. Civil disputes related to securities, contracts, or corporate matters are generally brought before the district court serving Arlesheim, with appeals to the cantonal high court. German is the working language for most local filings and court proceedings.

Tax touchpoints: While not part of securities supervision, Swiss federal stamp duties and withholding taxes frequently affect securities transactions. Issuance stamp duty can apply to new Swiss equity capital above certain thresholds. Securities transfer stamp duty may apply to trades intermediated by a Swiss securities dealer. Dividends from Swiss companies are generally subject to 35 percent withholding tax, with relief possible under domestic law or treaties. Obtain tax advice early in any transaction.

Frequently Asked Questions

Do I need a prospectus to offer shares in Switzerland

You need a prospectus if you make a public offer of securities in Switzerland, unless an exemption applies. Common exemptions include offers solely to professional clients, offers to fewer than 500 investors, a minimum investment of at least CHF 100,000 per investor, securities with a denomination of at least CHF 100,000, or where the total consideration across 12 months is no more than CHF 8 million. Even if a prospectus is not required, other duties under the Financial Services Act still apply, such as fair and non misleading information.

What is a basic information document and when is it required

For certain financial instruments offered to retail clients, a short and easy to understand basic information document is required. It summarizes product features, risks, costs, and performance scenarios. It is similar in purpose to a PRIIPs KID used in the EU, but it follows Swiss rules under the Financial Services Act. It is not a substitute for a prospectus, and both may be needed depending on the offer.

How are private placements typically structured

Private placements are designed to fit within prospectus exemptions, for example by targeting professional clients only, limiting the number of offerees, or setting a minimum investment per investor. Issuers often use subscription agreements with investor representations about status and investment size, include transfer restrictions, and provide an information package that avoids public advertising. Counsel will tailor documentation, legends, and processes to protect the exemption.

Can a foreign company offer securities to Swiss investors

Yes, but the offer must comply with Swiss rules if it targets the Swiss market. A Swiss compliant prospectus may be required for public offers, and a basic information document may be needed for retail distribution. If you provide financial services in or into Switzerland, you may also trigger conduct rules and potential licensing or representative requirements. Marketing materials and roadshows should be planned to avoid unauthorized public offers.

What are the key market abuse rules I should know

Swiss law prohibits insider trading and market manipulation. Companies must safeguard inside information with appropriate confidentiality and insider lists, and must make ad hoc disclosures of price sensitive facts without undue delay, subject to certain conditions for postponement. Trading during blackout periods, communications around earnings, and share buyback programs require careful planning to avoid violations.

Do asset managers in Arlesheim need a license

Most professional asset managers, portfolio managers, trustees, and securities firms need a license under the Financial Institutions Act. They must meet organizational, capital, and governance requirements and are subject to prudential supervision. Even if you do not need a prudential license, you may still be a financial intermediary under AMLA and must comply with anti money laundering obligations through a recognized self regulatory organization or direct supervision.

How are disputes with my bank or asset manager resolved

Financial service providers that serve retail clients must affiliate with a recognized ombudsman. You can seek free or low cost mediation there before or alongside a court claim. Many disputes are heard in the district court competent for Arlesheim, with appeals to the cantonal high court. Contractual arbitration is also common in financial contracts. Time limits and evidence rules are strict, so seek counsel early.

What should a start-up in Arlesheim consider before raising funds

Clarify your capital structure and shareholder agreements, determine whether your offer is public or private, choose the right exemption and investor targets, prepare compliant offering materials, and handle corporate formalities such as notarial deeds for share issuances and filings with the Commercial Register of Basel-Landschaft. Consider stamp duty and withholding tax implications and align timelines with prospectus review periods if needed.

How are token or digital asset offerings treated in Switzerland

Swiss law recognizes ledger based securities under the Code of Obligations. Depending on the token features, your offer may fall under securities, collective investment, or financial services rules, and infrastructure licensing may apply for trading or custody. The Financial Market Infrastructure Act includes a license type for DLT trading facilities. Careful classification, offering documentation, and AML compliance are essential.

When do I need to notify shareholdings in a listed Swiss company

Investors must notify the issuer and the exchange when crossing disclosure thresholds starting at 3 percent of voting rights, and at higher levels such as 5, 10, 15, 20, 25, 33.33, 50, and 66.67 percent. Aggregation rules apply to shareholdings, convertible instruments, and derivatives. Deadlines are short, and public disclosure follows exchange rules.

Additional Resources

Swiss Financial Market Supervisory Authority FINMA - Supervises banks, insurers, securities firms, asset managers, and market infrastructures, issues guidance, and conducts enforcement.

SIX Swiss Exchange and SIX Exchange Regulation - Operates a major Swiss exchange and administers issuer listing rules, ad hoc publicity, and prospectus review through a recognized reviewing body.

BX Swiss - Operates a Swiss exchange with its own listing and ongoing obligations, and hosts a recognized prospectus reviewing body.

Swiss Takeover Board - Oversees public takeover offers and mandatory bid rules for listed companies.

State Secretariat for International Finance SIF - Provides policy information on Swiss financial market regulation.

Money Laundering Reporting Office Switzerland MROS - Receives suspicious activity reports under AMLA.

Commercial Register of Basel-Landschaft - Handles company registrations and changes for entities based in Arlesheim and the canton.

Advokatenkammer Basel-Landschaft - The cantonal bar association for finding licensed attorneys.

Swiss Banking Ombudsman and recognized FinSA ombudsman offices - Offer neutral mediation in client disputes with financial service providers.

Civil courts in Basel-Landschaft, including the district court serving Arlesheim and the cantonal high court - Competent for civil and commercial disputes related to securities and contracts.

Next Steps

Clarify your goals and timeline. Define whether you are raising capital, distributing products, seeking a license, listing securities, or managing a dispute. A focused objective helps your counsel map the applicable rules and critical path items.

Assemble key information. Prepare corporate documents, cap table, draft term sheets, marketing materials, client agreements, and any prior legal or tax analyses. For disputes, gather contracts, statements, correspondence, and a chronology of events.

Assess regulatory touchpoints early. Determine if your plan triggers a prospectus or a basic information document, licensing under the Financial Institutions Act, AMLA obligations, or exchange rules. Early scoping reduces delays and costs.

Engage local counsel. A lawyer with Swiss securities experience and local familiarity with Basel-Landschaft procedures will coordinate with notaries, the commercial register, and, where necessary, the courts, and can liaise with FINMA or exchange regulators.

Plan for tax and accounting. Coordinate with tax advisers on stamp duty, withholding tax, and reporting. Align accounting policies with investor and listing requirements.

Implement compliance and governance. Set up policies on insider information, disclosure, client classification, suitability, and record keeping. Affiliate with a recognized ombudsman if serving retail clients and ensure AML frameworks are in place.

Execute and monitor. Run the transaction or roll out the service, track conditions precedent and regulatory filings, and monitor ongoing obligations such as ad hoc publicity and shareholder disclosures. For disputes, follow procedural deadlines and consider mediation or settlement options.

This guide provides general information to help you get oriented. For tailored advice on securities matters in Arlesheim, consult a qualified Swiss lawyer who can assess your specific facts and objectives.