Best Venture Capital Lawyers in Arlesheim

About Venture Capital Law in Arlesheim, Switzerland

Arlesheim sits in the canton of Basel-Landschaft, next to the Basel life sciences hub. Venture capital activity in the area is significant, especially in biotech, medtech, digital health, fintech, and deep tech. Venture capital transactions in Arlesheim are governed primarily by Swiss federal law, with local procedures handled by the Commercial Register of Basel-Landschaft in Liestal and notaries licensed in the canton. Most deal terms, investor rights, and company structures follow Swiss practice influenced by international standards.

For startups, the most common corporate forms are the stock corporation (AG) and the limited liability company (GmbH). Fundraising is typically done through equity rounds, convertible loans, or Swiss-adapted SAFE style instruments. For investors, Switzerland offers competitive tax and regulatory frameworks, including new fund options for qualified investors. Because Swiss law is precise on corporate formalities, capital measures, employee participation, and financial services rules, early legal planning is essential.

Why You May Need a Lawyer

Fundraising and investing involve a mix of company law, contract law, financial market rules, tax, employment, and intellectual property. A lawyer helps you choose the right vehicle, avoid regulatory triggers, and negotiate balanced terms.

Founders often seek legal help to incorporate efficiently in Basel-Landschaft, set up founder agreements and IP assignments, create an employee participation plan, prepare investment materials that comply with Swiss law, and negotiate term sheets, shareholders agreements, and investment documents. Counsel also guides board governance, capital increases that require notarization, data protection compliance, and employment matters.

Investors rely on counsel for fund structuring, regulatory analysis under FinSA and FinIA, AML and KYC procedures, due diligence on targets, drafting of investor rights, liquidation preferences, anti-dilution, information and governance rights, and exit planning. Cross-border investments benefit from advice on treaty tax relief, controlled foreign company issues in the investor’s home country, and enforceability of dispute resolution clauses.

Local Laws Overview

Corporate law - Swiss Code of Obligations: Sets rules for AG and GmbH, board duties, shareholder rights, capital increases and reductions, and corporate housekeeping. The 2023 reform introduced capital band flexibility, clearer shareholder rights, and virtual or hybrid general meetings if articles permit. Incorporations and capital changes must be notarized and filed with the Basel-Landschaft Commercial Register. Non-listed companies must maintain a share register and a beneficial owner register for holdings of 25 percent or more.

Financial services and funds - FinSA, FinIA, CISA, L-QIF: Public offerings of securities may require a FinSA prospectus unless an exemption applies, such as offers only to professional clients, offers to fewer than 500 investors, offers with a minimum CHF 100,000 per investor, or total consideration under CHF 8 million over 12 months. Managing a VC fund can require licensing under FinIA unless an exemption applies. Collective Investment Schemes Act provides fund forms, including the limited partnership for collective investment. The Limited Qualified Investor Fund regime is in force for qualified investors only, with no FINMA product approval but management by a supervised institution.

Anti-money laundering - AMLA: Financial intermediaries are subject to AML duties including identification of contracting parties and beneficial owners, risk based monitoring, and suspicious activity reporting. VC fund managers and placement agents should assess whether they are financial intermediaries under Swiss law.

Tax - federal and cantonal: Basel-Landschaft levies corporate income tax at an effective combined rate in the mid-teens percent range, varying by municipality such as Arlesheim. Dividends are generally subject to 35 percent Swiss withholding tax, with relief for Swiss residents and treaty or notification relief for eligible foreign or corporate shareholders. Equity issuance stamp duty of 1 percent applies to paid-in equity exceeding CHF 1 million. Shareholder level participation relief and the capital contribution principle may be relevant when planning exits and returns.

Employment and employee participation: Swiss law allows employee shares and options. Plans commonly use conditional capital to issue shares upon option exercise or conversion. Taxation follows federal guidance with cantonal practice. Vesting, leaver rules, and 409A style valuation concepts are adapted to Swiss law. Non-compete covenants must be limited in time, scope, and geography to be enforceable.

Data protection - Swiss nFADP: Startups handling personal data must comply with the revised Federal Act on Data Protection, including transparency, records of processing, processor agreements, and breach notification to the FDPIC where high risk exists. Cross-border transfers need adequate safeguards. Many companies in Arlesheim also consider EU GDPR because of customer reach.

Competition and merger control: Certain mergers require pre-notification to COMCO if statutory turnover thresholds are met. Gun-jumping is prohibited. Joint ventures and information sharing should be assessed early.

Local practice and administration: Filings for companies in Arlesheim are made in German with the Handelsregisteramt Basel-Landschaft in Liestal. Notaries in Basel-Landschaft handle incorporations, articles amendments, capital increases, and certain share pledge registrations. At least one individual with domicile in Switzerland must have authority to represent an AG or GmbH.

Frequently Asked Questions

What corporate form is best for a startup raising venture capital in Arlesheim

Most VC backed startups choose an AG because it is flexible for multiple share classes, preferred shares, conditional capital, and employee participation. A GmbH can work for very early stages but becomes less convenient for complex cap tables and larger rounds. An AG requires CHF 100,000 share capital with at least CHF 50,000 paid-in, while a GmbH requires CHF 20,000 fully paid-in.

Do I need a prospectus to raise money from investors in Switzerland

Under FinSA, a prospectus is required for a public offer unless an exemption applies. Common exemptions include offers only to professional or institutional clients, offers to fewer than 500 investors, offers with a minimum CHF 100,000 per investor, or total consideration under CHF 8 million over 12 months. Most private VC rounds rely on one of these exemptions and use an information package without a FinSA prospectus.

How are SAFEs and convertible loans treated under Swiss law

SAFEs are not expressly regulated and are adapted contractually under Swiss law. Investors and founders should clarify whether a SAFE is an advance subscription or a deferred equity instrument, how it converts, and what happens on liquidation. Convertible loans are common. Interest on ordinary loans is not subject to withholding tax, but care is needed to avoid a bond-like loan classification that could trigger withholding if widely distributed. Legal advice is recommended to tailor templates for Swiss law.

What investor rights are typical in Swiss venture deals

Term sheets and shareholders agreements typically include preferred share rights, liquidation preferences, anti-dilution protection, pro rata rights, information rights, board representation or observer rights, consent rights on key matters, good leaver and bad leaver rules for founders, and drag-along and tag-along provisions. Swiss law permits these features if properly documented in the articles and contracts.

How are employee shares and options structured and taxed in Basel-Landschaft

Employee participation commonly uses options or RSUs with vesting. Companies often create conditional capital to issue shares on exercise, or reserve a pool of treasury shares. For tax, employees are generally taxed on the benefit at grant for tradable shares or at exercise for options, with details depending on plan design and valuation. The canton applies federal guidance and its own practice, so advance tax rulings are common to confirm treatment.

Are there licenses required to manage a venture capital fund in Switzerland

Fund managers may need a FinIA license depending on the structure and assets under management. Funds targeting only qualified investors may operate under lighter regimes. The Limited Qualified Investor Fund is available without FINMA product approval but must be managed by a supervised manager. Placement activities and portfolio management services must be assessed under FinSA and AMLA.

How are dividends, interest, and exits taxed for investors

Swiss dividends generally carry 35 percent withholding tax, with relief or refund for eligible investors. Capital gains realized by private investors may be tax exempt in Switzerland, subject to anti-avoidance rules, while corporate investors may benefit from participation relief. Interest on standard shareholder loans is not subject to withholding tax. Cross-border investors rely on double tax treaties and should seek tax advice early.

What due diligence should founders expect from VC investors

Investors typically review corporate records, cap table and share ledger, IP assignments and licensing, key contracts and regulatory approvals, employment and option plans, financials, data protection compliance, and litigation. Founders should prepare a clean data room, board and shareholder resolutions, notarized documents for capital measures, and clear IP ownership documentation.

Are there restrictions on foreign investors investing in Swiss startups

Switzerland currently has no general cross-sector foreign investment screening. Sector specific rules apply in areas such as banking, aviation, and real estate. Sanctions compliance and AML checks still apply. Foreign founders can incorporate, but the company must have at least one director or authorized signatory domiciled in Switzerland.

How long does it take to incorporate and raise a first round in Arlesheim

Incorporation can be completed within 1 to 2 weeks once the capital is deposited and all documents are in order. Timelines depend on bank onboarding for the capital payment, notary availability, and Commercial Register processing. A seed round timeline varies widely, but legal preparation and notarization for a capital increase in Basel-Landschaft can usually be planned within a few weeks if documents and approvals are ready.

Additional Resources

Handelsregisteramt Basel-Landschaft - the cantonal Commercial Register responsible for company filings and entries affecting companies based in Arlesheim.

Notaries in Basel-Landschaft - licensed notaries handle incorporations, amendments to articles, capital increases, and related certifications.

Swiss Financial Market Supervisory Authority FINMA - supervision and guidance on financial institutions and collective investment schemes.

State Secretariat for Economic Affairs SECO - SME portal with guidance on starting and running a business in Switzerland.

Swiss Federal Tax Administration SFTA and Basel-Landschaft Tax Administration - information on corporate income tax, withholding tax, stamp duties, and rulings.

Swiss Federal Institute of Intellectual Property IPI - support on patents, trademarks, and licensing strategy.

COMCO - Swiss Competition Commission for merger control and antitrust guidance.

Innosuisse - the Swiss Innovation Agency offering coaching and support for startups.

Swiss Private Equity and Corporate Finance Association SECA - industry association for VC, PE, and corporate finance professionals.

Basel-Landschaft Economic Development Office - support for companies locating and expanding in the canton, including life sciences and tech sectors.

Next Steps

Clarify your goals and timeline. Decide whether you are preparing for incorporation, a seed round, a Series A, or building a fund. Outline the amount to be raised, investor profile, and intended use of proceeds.

Engage local counsel early. A lawyer experienced in Swiss venture deals in the Basel region can align your structure with Swiss law, set realistic timelines with the Commercial Register and notary, and anticipate regulatory and tax issues.

Prepare core documents. For startups, this includes incorporation or articles updates, board and shareholder resolutions, a cap table, IP assignments, an employee participation plan term sheet, and a data room. For investors and funds, prepare investment mandates, fund documents, AML policies, and placement materials that reflect FinSA exemptions.

Coordinate tax and accounting. Seek tax rulings as needed for employee participation and restructurings, and plan around stamp duty thresholds, withholding tax relief, and exit scenarios.

Schedule required formalities. Arrange the notary appointment for incorporation or capital increase and ensure German language filings fit Basel-Landschaft requirements. Confirm that at least one authorized signatory is domiciled in Switzerland.

Document governance and compliance. Adopt a board calendar, information rights protocols, and privacy compliance steps under nFADP. Set up a clean share and beneficial owner register.

This guide provides general information only and is not legal advice. For advice tailored to your situation in Arlesheim or elsewhere in Switzerland, consult a qualified Swiss lawyer familiar with venture capital transactions.