Best Structured Finance Lawyers in Chur

About Structured Finance Law in Chur, Switzerland

Structured finance covers a range of capital markets and financing techniques that transform cash flows or assets into tradable securities or structured products. In Chur, Switzerland - the capital of the Canton of Graubunden - legal work in structured finance follows the Swiss legal and regulatory framework while benefitting from local notaries, cantonal registration offices and lawyers who understand regional practice, language and administrative processes. Common transactions include securitisations, issuance of asset-backed securities, covered bonds, repo transactions, and bespoke financing structures involving special-purpose vehicles - often incorporated as Swiss stock companies or limited liability companies.

Switzerland does not have a single, dedicated securitisation statute. Instead, practitioners rely on company law, contract law, insolvency rules, assignment and collateral regimes, and sector-specific financial regulation. That makes local legal advice important to achieve enforceability, regulatory compliance and tax efficiency in transactions conducted or administered from Chur.

Why You May Need a Lawyer

Structured finance transactions are legally and commercially complex. You may need a lawyer in Chur if you face any of the following situations:

- You are setting up an SPV in Switzerland and need corporate formation, governance and registration work. - You plan a securitisation or transfer of receivables and need to ensure true-sale versus security characterization, assignment mechanics and perfection against third parties. - You need to draft or review transaction documents - purchase agreements, transfer and servicing agreements, trust or agent agreements, intercreditor agreements, offering documents or prospectuses. - You require regulatory advice - whether the operation is subject to banking regulation, collective investment rules, or licensing under Swiss financial services laws. - Tax structuring and cross-border tax implications are material to transaction economics. - You need to secure collateral and perfect security interests under Swiss law, including solutions for repo, pledge or fiduciary transfer. - There are insolvency or enforcement risks and you need to design bankruptcy-remote structures or protective measures. - You are a creditor or investor and want to assess legal risks, documentation quality and enforceability in Swiss courts. - Disputes or litigation arise from a structured finance transaction and you need representation in cantonal or federal courts.

Local Laws Overview

Key legal areas relevant to structured finance in Chur include the following:

- Company Law and Corporate Forms - Swiss Code of Obligations governs formation and corporate governance of SPVs such as stock companies (AG) and limited liability companies (GmbH). Choice of vehicle affects governance, liability and bankruptcy treatment. - Contract Law - Obligations and contracts are mainly regulated under the Code of Obligations. Precise drafting controls transfer mechanics, representations and remedies. - Assignment and Security - Swiss law recognises assignment of claims and various forms of security, including pledge, transfer of ownership of claims, and fiduciary transfers. Perfection requirements and third-party notice rules are key to protecting investors. - Insolvency - The Debt Enforcement and Bankruptcy Act governs insolvency procedures. Achieving bankruptcy-remoteness for an SPV depends on corporate separateness, true-sale mechanics and creditor rankings. - Financial Regulation - FINMA supervises banks and certain financial institutions. The Financial Services Act, Financial Institutions Act and Collective Investment Schemes Act may apply depending on the nature of the instruments, distribution and investor base. Licensing, prospectus and disclosure rules need review. - Market Infrastructure and Listing - If securities are to be listed or traded, rules of SIX Swiss Exchange and market infrastructure legislation apply. Prospectus and ongoing disclosure requirements can affect transaction structure. - Tax - Swiss federal and cantonal tax rules influence net yield and structuring choices. Cantonal tax practice in Graubunden can affect withholding tax, stamp duties and income or capital taxation for SPVs. - Public Registers and Notarial Formalities - Company registration and certain notarised deeds may be handled at cantonal offices in Chur; local practice matters for timing and compliance.

Frequently Asked Questions

What is securitisation under Swiss law and how is it achieved?

Securitisation in Switzerland typically involves transfer of a pool of receivables or assets to an SPV which then issues securities backed by those assets. Because there is no single securitisation statute, practitioners use combinations of contractual assignment, transfer of title and special-purpose corporate structures to achieve legal isolation of the assets and predictable bankruptcy treatment. Proper documentation, perfection of transfers and notification of obligors can be crucial.

Which corporate vehicle is most common for an SPV in Chur?

Common vehicles are the Swiss stock company (Aktiengesellschaft - AG) and the limited liability company (Gesellschaft mit beschr�nkter Haftung - GmbH). Choice depends on investor preference, capital structure, governance needs and tax considerations. Local counsel can explain formation, share transfer restrictions and ongoing compliance under cantonal rules in Graubunden.

How do I achieve bankruptcy-remote status for an SPV?

Bankruptcy-remoteness is achieved through a combination of: narrow corporate objects, limited activities, independent directors, arms-length service agreements, restrictions on distributions, and true-sale transfer mechanics. Courts will look at substance over form, so legal, operational and economic separation from originators matters.

Are there Swiss regulatory approvals required for issuing asset-backed securities?

It depends on the parties and instruments. If a bank or regulated institution is involved, or if the issuance constitutes a collective investment product or is widely marketed to retail investors, FINMA rules, prospectus obligations and collective investment legislation can apply. Cross-border distribution invokes additional rules under the Financial Services Act. Early regulatory review is recommended.

What are the tax issues I should consider?

Tax issues include cantonal and federal income tax, stamp taxes, withholding taxes and VAT in some arrangements. SPV location, legal form and transaction mechanics affect tax outcomes. Cantonal practice in Graubunden may differ from other cantons, so obtain local tax advice to avoid unexpected costs.

How are security interests perfected in Switzerland?

Perfection depends on the type of asset. Movable items, bank accounts and receivables have different perfection rules. Assignment of claims can be perfected by notice to the debtor or by registration where applicable. Pledges and transfers of ownership require compliance with statutory forms. Local counsel will identify the most robust method for each asset class.

What are the key risks for foreign investors in a Chur-based transaction?

Key risks include cross-border legal conflicts, recognition of transfers in foreign jurisdictions, tax surprises, currency and settlement issues, and less familiar cantonal procedural practices. Using local counsel and coordinating with counsel in other relevant jurisdictions mitigates these risks.

How long does it take to set up an SPV and close a securitisation transaction?

Times vary. Incorporating an SPV in Switzerland can take days to weeks depending on notarisation, capital contribution and commercial register timelines. Structuring, documentation negotiation, regulatory approvals and tax clearance can extend the timeline to several weeks or months for complex transactions. Early planning shortens delays.

Can I rely on English law documents in a transaction in Chur?

Parties often use English law for certain commercial terms, but Swiss substantive law will govern local corporate formalities, perfection and insolvency aspects if the SPV is Swiss or assets are located in Switzerland. Choice of governing law clauses can be effective for certain contracts, but they cannot override mandatory Swiss public law and insolvency rules.

What should I ask a prospective lawyer or law firm in Chur?

Ask about experience in structured finance and securitisation, examples of relevant transactions, understanding of cantonal tax and registration practice, language abilities, approach to cross-border coordination, fee structure and estimated timelines. Confirm who will be the lead contact and how the firm handles conflicts and confidentiality.

Additional Resources

Useful resources and bodies to consult when dealing with structured finance in Chur include:

- Swiss Financial Market Supervisory Authority - FINMA - for regulatory and supervisory guidance. - Swiss Federal Tax Administration - for federal tax positions and interpretations. - Canton of Graubunden tax and commercial register offices - for cantonal tax and company registration practice. - Swiss Code of Obligations and Debt Enforcement and Bankruptcy Act - primary legal texts for corporate and insolvency matters. - Financial Services Act, Financial Institutions Act and Collective Investment Schemes Act - for distribution, licensing and collective investment issues. - SIX Swiss Exchange and market infrastructure bodies if listing or trading is contemplated. - Swiss Bankers Association and local industry groups - for market practice and standard documentation. - The Cantonal Bar Association of Graubunden - for finding local qualified lawyers who speak German and understand regional practice. - Swiss National Bank and Swiss Federal Department of Finance - for broader market and policy context.

Next Steps

If you need legal assistance with structured finance in Chur, consider the following practical steps:

- Prepare a short transaction brief - describe parties, assets, transaction economics, jurisdictions involved and a proposed timetable. - Identify specific legal issues - regulatory, tax, insolvency, perfection and cross-border recognition. - Contact a Chur-based lawyer or firm with structured finance experience and ask for an initial consultation and engagement proposal. - Request a clear fee estimate - hourly rates, fixed fees for discrete items, retainer and billing arrangements. - Provide the lawyer with key documents early - term sheets, asset schedules, corporate documents and prior opinions. - Agree on a timeline and checkpoints for regulatory filings, tax clearances and corporate formation steps. - Ensure language needs are addressed - confirm whether your documents and meetings will be in German, English or both. - Plan for coordination with foreign counsel if the transaction is cross-border. - Keep governance and documentation simple where possible - simplicity reduces legal and operational risk.

Structured finance transactions benefit from careful planning and local legal expertise. Engaging a qualified Chur lawyer early will help protect asset isolation, regulatory compliance and tax efficiency while keeping your transaction on schedule.