Best Securities Lawyers in Arlesheim

About Securities Law in Arlesheim, Switzerland

Securities law in Arlesheim is governed primarily by Swiss federal law, with local procedures and institutions in the canton of Basel-Landschaft handling registrations, court matters, and enforcement. Whether you are an entrepreneur raising capital, an investor, or a financial service provider, you operate within a national framework overseen by federal authorities such as FINMA and by exchange regulators, with local courts and registers providing the on-the-ground infrastructure.

Switzerland regulates public offerings, trading venues, intermediaries, collective investment schemes, and anti-money laundering through a well known set of statutes. The Financial Services Act sets conduct rules and prospectus obligations, the Financial Institutions Act covers licensing of asset managers and securities firms, the Financial Market Infrastructure Act governs trading venues and market conduct, and the Collective Investment Schemes Act governs funds. The Code of Obligations contains company and civil liability rules, including prospectus liability. Since 2021, Swiss law also recognizes ledger-based securities for blockchain use cases.

Arlesheim itself is a business friendly municipality close to Basel. Companies often interact with the Basel-Landschaft commercial register, the regional civil court, and local notaries when incorporating or changing share capital. For listed company matters, exchange rules of SIX Swiss Exchange or BX Swiss apply regardless of where in Switzerland the company is based.

Why You May Need a Lawyer

Capital raising and documentation - You may need help structuring equity or debt offerings, private placements, convertible loans, employee stock option plans, or crowdfunding. A lawyer can assess whether a prospectus is required, whether an exemption applies, and how to draft compliant materials.

Financial services licensing and compliance - Asset managers, trustees, portfolio managers, and securities firms must consider licensing under the Financial Institutions Act and conduct rules under the Financial Services Act. A lawyer can evaluate whether your business model triggers licensing, help with applications, and build your compliance framework, including client segmentation, suitability or appropriateness, best execution, and recordkeeping.

Cross-border activities - Foreign banks, brokers, and fund managers marketing to clients in or from Arlesheim face Swiss conduct rules and sometimes licensing. Legal advice helps you avoid reverse solicitation traps, manage local presence risks, and tailor materials for Swiss retail, professional, or institutional clients.

Digital assets and token offerings - Projects considering tokenized shares or ledger-based securities need advice on classification, prospectus or basic information sheet requirements, custody, and DLT trading facility rules. This area is technical and evolving.

Fund formation and distribution - Setting up Swiss funds or distributing foreign funds involves CISA rules, representative and paying agent requirements for foreign funds, and distribution permissions under FinSA.

Market conduct and investigations - Insider trading, market manipulation, and ad hoc publicity breaches carry severe consequences. Counsel can guide internal investigations, respond to FINMA inquiries, and interface with prosecutors.

Investor disputes - Investors may face mis-selling, unauthorized trading, product defects, or prospectus misstatements. A lawyer can analyze claims, navigate ombudsman channels, negotiate settlements, or litigate in the local courts.

Local Laws Overview

Financial Services Act FinSA - Sets conduct duties for client advisory and asset management, client segmentation into retail, professional, and institutional, and documentation such as prospectuses and the Basic Information Sheet for many retail products. Advertising must be consistent with the prospectus and clearly labeled as advertising. Prospectus review is conducted by approved reviewing bodies before publication for public offers or listings, subject to several exemptions.

Financial Institutions Act FinIA - Requires licensing and supervision of financial institutions including asset managers, trustees, managers of collective assets, fund management companies, and securities firms. Firms must maintain governance, capital, risk management, and compliance systems. Ongoing supervision occurs under FINMA, often with audit firms as regulatory auditors.

Financial Market Infrastructure Act FMIA - Governs trading venues, central counterparties, central securities depositories, disclosure of significant shareholdings in listed companies, market abuse prohibitions, and takeover rules framework. Shareholding disclosure generally starts at 3 percent for issuers with a primary Swiss listing and continues at specified thresholds. Crossing more than one third of voting rights in a Swiss listed company typically triggers a mandatory offer unless the company has an opt out or opt up in its articles.

Collective Investment Schemes Act CISA - Defines fund types, authorization requirements, custodians, and distribution rules. Foreign funds offered to retail clients usually must appoint a Swiss representative and paying agent, and distribution must comply with FinSA conduct rules.

Code of Obligations CO - Company law for Swiss corporations and limited liability companies, share capital rules, and civil liability including prospectus liability for inaccurate or misleading offering documents.

Anti-Money Laundering Act AMLA - Sets customer due diligence, beneficial owner identification, monitoring, and suspicious activity reporting duties for financial intermediaries. Non prudentially supervised intermediaries typically affiliate with a recognized self-regulatory organization for AML supervision.

Ledger-based securities and DLT - Since 2021, Swiss law recognizes ledger-based securities, enabling tokenized equity or debt if strict technical and legal requirements are met. FMIA also provides for licensing of DLT trading facilities.

Taxes affecting securities - Switzerland levies federal withholding tax on certain Swiss sourced dividends and interest, and federal stamp duties that may apply to issuance and transfers by Swiss securities dealers. Canton Basel-Landschaft levies cantonal income and wealth taxes that can apply to securities holdings. Obtain tax advice for your specific situation.

Local institutions and procedures - The Handelsregisteramt Basel-Landschaft handles company formations and changes. The Zivilkreisgericht Arlesheim hears civil disputes including shareholder and contract claims. FINSA recognized ombudsman bodies offer a low cost channel for client complaints against financial service providers before litigating.

Frequently Asked Questions

What counts as a security under Swiss law

Swiss law takes a functional view. Shares, participation certificates, bonds, structured products, fund units, standardized derivatives, and many depositary receipts are securities. Since 2021, ledger-based securities can be created on a compliant distributed ledger. Whether a token is a security depends on rights and transferability, not the technology label.

Do I need a prospectus to raise money in Arlesheim

If you make a public offer of securities in Switzerland or seek a listing, FinSA generally requires a prospectus reviewed by an approved body. There are exemptions, for example offers to professional clients only, offers to fewer than a specified number of investors, offers with a minimum investment per investor, or small offerings not exceeding a monetary threshold over 12 months. A lawyer should verify if an exemption applies and whether a Basic Information Sheet is still needed for retail investors.

Who regulates securities and offerings

FINMA supervises financial institutions and enforces many financial market laws. Approved prospectus reviewing bodies examine prospectuses before publication. Exchange regulators such as SIX Exchange Regulation AG enforce listing, ad hoc publicity, and management transaction rules for listed issuers. The Swiss Takeover Board oversees tender offers for listed companies. Local courts in Basel-Landschaft handle civil disputes.

What are the rules on marketing investments in Switzerland

FinSA sets conduct and information duties for financial service providers when addressing clients in or from Switzerland. You must classify clients, assess suitability or appropriateness where applicable, provide risk disclosures, and ensure advertising is fair and consistent. Foreign providers marketing on a cross-border basis can fall within Swiss rules even without a Swiss office. Certain activities require a Swiss license or a Swiss representative arrangement for funds.

How are insider trading and market manipulation treated

Insider trading and market manipulation are prohibited and punishable under Swiss criminal and financial market laws. Companies with listed securities must also comply with ad hoc publicity and management transaction disclosure rules. If you receive non public price sensitive information, you must follow strict handling and trading restrictions.

What is the Basic Information Sheet and when is it required

For many financial instruments offered to retail clients, FinSA requires a concise Basic Information Sheet describing the product, risks, costs, and performance scenarios in a standardized format. It is in addition to any prospectus and must be provided before the client makes an investment decision.

Can a foreign issuer offer securities to investors in Arlesheim

Yes, but Swiss rules apply when the offer targets Switzerland. A prospectus may be required unless an exemption applies, and retail offers may require a Basic Information Sheet. Foreign funds offered to retail clients usually must appoint a Swiss representative and paying agent. Cross-border marketing must respect Swiss conduct rules and any licensing triggers.

Are token offerings allowed in Switzerland

Yes, subject to classification. Payment tokens that do not confer claims typically fall outside securities rules, while asset or utility tokens that are transferable and grant claims or rights often qualify as securities. Tokenized shares or bonds are generally ledger-based securities and must comply with corporate, FinSA, and FMIA requirements. AML rules often apply. Legal review is essential.

What disclosure obligations apply to major shareholdings

For companies with a primary listing on a Swiss exchange, anyone acquiring or disposing of shares or related instruments must notify when crossing specified thresholds starting at 3 percent, then at higher bands set by law. Notifications go to the issuer and the relevant exchange and are published by the exchange.

How can I resolve a dispute with my bank or asset manager

First raise the issue in writing with the firm and request a position. Many providers are affiliated with a FINSA recognized ombudsman that offers free or low cost mediation. If mediation fails, you can pursue civil claims at the Zivilkreisgericht Arlesheim or the competent court. Preserve evidence such as statements, communications, and product documents.

Additional Resources

Swiss Financial Market Supervisory Authority FINMA - Federal supervisor for banks, insurers, securities firms, asset managers, fund management companies, and market conduct. Publishes circulars, guidance, and enforcement information.

SIX Exchange Regulation AG - Exchange regulator for issuers listed on SIX Swiss Exchange. Responsible for listing rules, ad hoc publicity, management transactions, and a prospectus reviewing body.

BX Swiss AG - Exchange operator in Switzerland that also operates a prospectus reviewing body. Provides issuer and listing guidance for small and mid cap companies.

Swiss Takeover Board - Independent authority supervising public tender offers for Swiss listed companies, including mandatory offers when crossing control thresholds.

Handelsregisteramt Basel-Landschaft - Cantonal commercial register for company incorporations, capital increases, and corporate filings affecting securities issuance.

Zivilkreisgericht Arlesheim - Regional civil court for disputes such as shareholder claims, contract issues, and securities litigation.

Swiss Banking Ombudsman - Independent body assisting clients in disputes with banks and certain investment services, including mediation under FinSA.

Recognized FINSA Ombudsman Bodies such as OFS Ombud Finance Switzerland and FINSOM - Handle client complaints against financial service providers and facilitate settlements.

Money Laundering Reporting Office Switzerland MROS - National office for suspicious activity reports relevant to AML obligations arising in securities business.

Federal Tax Administration and Cantonal Tax Administration Basel-Landschaft - Information on Swiss withholding tax, stamp duties, and cantonal taxes affecting securities and investors.

Next Steps

Clarify your goals - Identify whether you are raising capital, marketing financial products, seeking a license, responding to a regulator, or pursuing a dispute as an investor.

Assemble key documents - Collect term sheets, subscription agreements, offering or marketing materials, client agreements, internal policies, trade confirmations, account statements, and correspondence.

Assess regulatory touchpoints - Map your activities to FinSA, FinIA, FMIA, CISA, AMLA, and company law obligations. Consider whether you face prospectus duties, licensing, client documentation, AML onboarding, or exchange rules.

Engage counsel early - Contact a securities lawyer familiar with Swiss federal law and Basel-Landschaft practice. Request an initial assessment, estimated timeline, and fee arrangement.

Stabilize compliance - If you are a provider, appoint responsible officers, document policies and procedures, train staff, and plan for audits and ombudsman affiliation where needed.

Protect your position in disputes - For investors, pause trading if appropriate, record facts chronologically, avoid public statements, and let counsel handle communications with the firm, ombudsman, or authorities.

Plan execution - Set milestones for filings, reviews by prospectus bodies, regulator submissions, investor communications, and internal approvals. For offerings, align legal, tax, accounting, and notarial steps with the commercial timetable.

This guide is for general information only and is not legal advice. For tailored assistance in Arlesheim and the wider Basel region, consult a qualified Swiss securities lawyer.