Best Structured Finance Lawyers in Wohlen

About Structured Finance Law in Wohlen, Switzerland

Structured finance covers transactions that repackage financial risk and cash flows into tradable instruments or specialized financing arrangements. In Wohlen, Switzerland, structured finance is governed by Swiss federal law supplemented by cantonal and local practice. Transactions commonly found in this area include securitisations, asset-backed lending, special purpose vehicles, synthetic financing, and structured lending arrangements that separate credit risk from underlying assets. Practitioners in Wohlen operate within the legal, regulatory and commercial ecosystems of Canton Aargau and the Swiss financial market, where Swiss civil and commercial law, banking and securities regulation, insolvency rules and tax treatment all matter for how a deal is structured and documented.

Why You May Need a Lawyer

Structured finance deals are legally complex and typically involve multiple parties, cross-border elements, regulatory compliance and tax planning. You may need a lawyer if you are involved in any of the following situations:

- You plan to securitise loans or receivables and need to design a true-sale or synthetic structure, draft transfer and servicing agreements, and ensure bankruptcy-remoteness for an SPV.

- You are creating or managing a special purpose vehicle such as a Swiss corporation or foundation and need corporate, governance and regulatory advice.

- You need to assess regulatory requirements under Swiss banking, financial services and securities law, including licensing, prospectus obligations and conduct-of-business rules.

- You face cross-border issues such as foreign investor participation, foreign law rules, or transfers of assets located outside Switzerland.

- You need to negotiate complex documentation - sale agreements, securitisation notes, collateral and account control agreements, trustee or paying agent arrangements - and want to limit liability and clarify remedies.

- You require tax structuring and advice on stamp taxes, withholding tax, VAT and cantonal tax treatment of SPVs and transactions.

- You are a creditor, investor or counterparty seeking to enforce rights, handle defaults, or understand insolvency and debt enforcement implications.

Local Laws Overview

Key legal regimes and authorities that are most relevant to structured finance in Wohlen include the following:

- Swiss Code of Obligations (Obligationenrecht, OR): Governs contracts, assignments of claims, company law for Swiss corporations and limited liability companies, and general commercial obligations that underpin financing and transfer agreements.

- Federal Act on Banks and Savings Banks: Regulates banking activities and licensing requirements. Certain structured finance activities that amount to deposit-taking, banking or collective investment management can trigger regulatory oversight by financial authorities.

- Financial Services Act (FinSA) and Financial Institutions Act (FinIA): Set conduct and organizational rules for providers of financial services and for certain types of financial intermediaries. Prospectus, disclosure and client protection provisions can apply to public or private offers related to structured products.

- Swiss Debt Enforcement and Bankruptcy Act (SchKG): Provides the framework for debt enforcement, bankruptcy proceedings and remedies that affect secured transactions and creditor rights in insolvency scenarios.

- Federal Act on Data Protection (FADP): Requires appropriate handling of personal data in transactions, especially where servicing involves borrower information or cross-border data transfers.

- Tax law - federal and cantonal: Stamp duties, withholding tax, VAT, income and corporate tax rules materially affect the economics of structured finance. Canton Aargau also has its own tax rules and practice that will affect local SPVs and real estate security.

- Land register and notarial rules at the cantonal level: If a structure uses real estate as collateral in Canton Aargau, registration requirements and notarial formalities apply. Notaries and the cantonal land registry play a role for mortgages and property transfers.

- Supervisory and regulatory authorities: FINMA is the federal supervisory authority for banks, insurers and certain financial intermediaries. SIX Swiss Exchange rules or other market infrastructure rules may apply to listings or trading of structured securities.

There is no single special securitisation act in Switzerland. Instead, securitisations and structured transactions are implemented by careful use of assignment rules, corporate law, insolvency-remote structures, regulatory compliance and tax planning under the laws described above.

Frequently Asked Questions

What is structured finance and how does it differ from standard lending?

Structured finance pools and repackages cash flows or credit risk into instruments designed to allocate risk and return among different investors. Unlike a simple loan between lender and borrower, structured transactions typically use special purpose vehicles, complex documentation and credit enhancement techniques to isolate risk and create tradable interests.

Can I use a Swiss special purpose vehicle for securitisation in Wohlen?

Yes. Commonly used Swiss vehicles include corporations (Aktiengesellschaft, AG) or limited liability companies (GmbH) that are established as bankruptcy-remote entities. Depending on the assets, alternative structures such as foundations or foreign SPVs are sometimes used. Local legal advice is essential to ensure governance, bankruptcy-remoteness and tax treatment are appropriate.

Do I need regulatory approval from FINMA for a structured finance transaction?

Not all transactions require FINMA approval. Whether regulatory approval is needed depends on the activities performed - for example, banking, collective investment management, or accepting deposits will generally require licensing or authorisation. Documentation and transaction design can mitigate regulatory risk, but a legal review is necessary to determine which rules apply.

How are creditor rights protected if an originator becomes insolvent?

Protection depends on the legal mechanism used. True-sale transfers of receivables remove assets from the originator’s bankruptcy estate. Where true sale is not feasible, security arrangements, collateral isolation and specific assignment techniques are used. Swiss insolvency law and carefully drafted documentation determine the practical effects.

What tax issues should I consider when structuring a deal in Wohlen?

Key tax issues include stamp taxes on transfers of securities, withholding tax on interest or dividends, VAT on services, and cantonal corporate tax for SPVs. Tax residency of the SPV, substance requirements, and transfer pricing considerations are also important. You should consult a tax specialist alongside your lawyer.

Are foreign investors allowed to participate in Swiss structured finance deals?

Yes. Switzerland allows foreign participation, but cross-border elements raise additional questions such as applicable law clauses, recognition of security interests in foreign jurisdictions, withholding tax, regulatory compliance and, in some cases, bilateral or EU-related considerations for investor protection and disclosure.

Who signs and notarises documents for security interests in real estate used as collateral?

Mortgages and many real estate security instruments must be notarised and registered in the cantonal land register. Notaries in Canton Aargau and the local land registry in the relevant district handle these formalities. Legal counsel will coordinate with notaries to ensure proper execution and registration.

How long does a typical structured finance documentation process take in Switzerland?

Timelines vary widely based on deal complexity, regulatory checks, tax clearing and third-party consents. Simple bilateral structures may close in weeks, while larger securitisations or cross-border deals can take several months for documentation, regulatory filings and operational setup.

What languages are used for contracts and court proceedings in Wohlen?

German is the primary language for local contracts, notarial acts and court proceedings in Wohlen and Canton Aargau. For cross-border parties it is common to prepare bilingual documents or to have authoritative English versions with German translations. Agreeing on governing law and dispute resolution clauses is important.

How do I find the right lawyer for structured finance in Wohlen?

Look for lawyers or law firms with demonstrable experience in securitisations, structured products, banking regulation and tax coordination. Verify experience with Swiss corporate entities, insolvency law and cross-border transactions. Ask about prior deals, client references and whether they will coordinate with tax advisors, notaries and regulators.

Additional Resources

Useful bodies and resources to consult or contact when dealing with structured finance in Wohlen include:

- FINMA - Swiss Financial Market Supervisory Authority for regulatory guidance and licensing questions.

- Swiss Federal Department of Finance for policy and federal financial law information.

- Swiss Federal Tax Administration and Canton Aargau Tax Office for tax rules and interpretation.

- Canton Aargau commercial registry and land registry for company formation and real estate registration matters.

- Local courts in Canton Aargau, including the district court that covers Wohlen, for enforcement and insolvency proceedings.

- Swiss Bankers Association and industry groups for market practice and templates commonly used in Swiss structured finance.

- Notaries in Canton Aargau for real estate and mortgage formalities.

- Local legal and tax advisers with structured finance experience who can provide practical, deal-specific advice.

Next Steps

If you need legal assistance with structured finance in Wohlen, follow these practical steps:

- Gather basic transaction information: parties, assets, jurisdictions involved, desired timeline, financing amounts and preliminary commercial terms. This allows an adviser to assess complexity quickly.

- Request an initial consultation with a lawyer experienced in structured finance, banking regulation and tax. Prepare questions on regulatory exposure, bankruptcy-remoteness, tax implications and timing.

- Ask the lawyer for a written engagement letter that sets out scope, fees, deliverables and confidentiality arrangements. Confirm who will coordinate related advisors such as tax experts, notaries and trustees.

- Conduct legal and tax due diligence early to identify transferability issues, third-party consents, data protection constraints and potential regulatory triggers.

- Agree on documentation milestones, responsibilities for filings and registrations, and a closing checklist that includes notarisation and land registry tasks where relevant.

- Ensure language and dispute-resolution clauses are clear. If parties are international, decide on governing law, forum and whether arbitration or state courts will be used.

Structured finance is a multidisciplinary area where early legal involvement reduces risk and cost. Engaging a qualified local lawyer in Wohlen who understands Swiss federal law and Canton Aargau practice will help turn commercial objectives into a workable and compliant legal structure.