Best Venture Capital Lawyers in Burgdorf

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Burgdorf, Switzerland

5 people in their team
English
Clivia Wullimann & Partner is a Switzerland-wide law firm based in Grenchen, offering expert guidance across corporate and commercial matters, real estate and construction law, family and inheritance issues, and civil process and notarial services. The firm supports private individuals, small and...
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1. About Venture Capital Law in Burgdorf, Switzerland

Venture capital law in Burgdorf, Switzerland sits at the intersection of corporate law, securities regulation and financial market oversight. In practice, it governs how startups raise money, how investors obtain equity or debt, and how governance and exit rights are structured. The regime combines the Swiss Code of Obligations with federal financial market rules and cantonal registration requirements.

The core framework includes the Swiss Code of Obligations for company formation and share transfers, and federal financial market regulations that govern investment advice, intermediation and fund structures. For venture capital specifically, a common path is a Swiss GmbH or AG as the startup vehicle, with investors acquiring equity through share issues or convertible instruments. Legal counsel helps align term sheets with the applicable statutes and ensure enforceable agreements in Burgdorf and beyond.

In Burgdorf and the wider canton of Bern, local registration and reporting duties dovetail with federal law. Startups typically register with the Swiss commercial registry (Handelsregister) and observe shareholder rights, capital requirements, and transfer rules under the CO. Investors and founders should also consider Swiss tax implications and payroll/employment matters when issuing stock options or bonuses.

2. Why You May Need a Lawyer

Raising funds in Burgdorf often involves detailed negotiation and regulatory compliance that benefits from experienced counsel. A lawyer can draft and review documents to prevent costly disputes later.

  • Seed or Series A negotiations with a Burgdorf VC - A term sheet sets price, cap table, liquidation preferences, and anti-dilution protections. A lawyer ensures these terms are precise and enforceable under Swiss law.
  • Converting debt to equity or issuing convertible notes - Convertible debt requires clear conversion mechanics, interest, maturity, and valuation triggers, all of which a Swiss attorney can document and align with the CO and FinSA considerations.
  • Employee stock option plans for a Burgdorf startup - Drafting or reviewing option plans, vesting, and tax withholding requires careful legal design to avoid later disputes with employees and tax authorities.
  • Shareholder agreements and governance arrangements - A robust agreement addresses board representation, reserved matters, drag-along and tag-along rights, and post-closing covenants that are specific to Swiss corporate practice.
  • Cross-border investments into Burgdorf - If a foreign investor funds a Burgdorf company, you need advice on regulatory notifications, securities law implications, and tax reporting for both parties.
  • VC fund formation and fund-raising compliance - For funds seeking Swiss or EU investors, regulatory considerations under FinSA, FinIA and fund-specific rules require careful planning and documentation.

3. Local Laws Overview

The following laws and regulations commonly govern venture capital activity in Burgdorf, with notes on how they apply in practice. Be aware that Swiss federal rules interact with cantonal and municipal practices, particularly for company formation, fundraising and investment advisory services.

  • Federal Act on Financial Services (FinSA) - FinSA governs how financial services are offered to clients, including suitability assessments, product information, and client classification. It became effective on 1 January 2020 and applies to many investment activities in Switzerland, including venture capital advisory scenarios.
  • Federal Act on Financial Institutions (FinIA) - FinIA regulates financial intermediaries and the supervision of investment services, with the aim of increasing market integrity and protecting investors. It also took effect on 1 January 2020 and complements FinSA in regulating fund management and advisory activities.
  • Swiss Code of Obligations (CO) - The CO governs company formation, share capital, shareholder rights and contract law applicable to venture deals. It remains the backbone for structuring equity, stock option plans and merger transactions in Burgdorf.
  • Recent trends include ongoing refinements to digital advisory practices and greater emphasis on clear disclosure in investment transactions. These changes affect how term sheets, private placements, and employee equity plans are drafted and presented to Swiss investors.

“FinSA and FinIA are the backbone of investor protection and market conduct in Switzerland since their entry into force on 1 January 2020.”
FINMA - en makes available resources on FinSA and FinIA

“Venture capital activity in Switzerland operates within the framework of the CO for corporate governance and the securities laws for fundraising.”
Swiss Federal Statistical Office and FINMA guidance on market practices

4. Frequently Asked Questions

What is FinSA and why does it matter for venture capital?

FinSA regulates how financial services are offered to clients, including documentation and suitability. It matters because VC fundraising and advisory activities in Burgdorf must comply with client classification and disclosure rules.

How do I prepare a term sheet for a Burgdorf VC investment?

Start with a clean cap table, clearly define price, equity type, liquidation preference, and conversion terms. Have a Swiss lawyer review all protective provisions for enforceability.

What is the difference between a convertible loan and an equity round in Switzerland?

A convertible loan converts into equity later, typically at a defined valuation or cap. An equity round issues shares now, with a price set at closing; both require clear documentation.

Do I need a Swiss resident attorney if my startup is based in Burgdorf?

Yes, because local registrations, taxes, and employment matters benefit from counsel familiar with Bern cantonal procedures and Swiss corporate law.

How long does a typical VC investment round take in Burgdorf?

From term sheet to closing, plan 6-12 weeks for a standard Swiss seed or Series A, assuming diligence is straightforward and documents are prepared in advance.

What are common protective provisions in Swiss venture deals?

Common provisions include anti-dilution protections, veto rights on major changes, board representation, and consent rights on related-party transactions.

Can a SPV be used to hold a Swiss venture investment?

Yes, many investors prefer a Special Purpose Vehicle to isolate risk; this requires careful drafting of the SPV’s governance and tax considerations.

What should I know about stock options for Swiss employees?

Stock option plans should specify vesting schedules, exercise rights, and tax treatment; Swiss law typically taxes options at exercise or upon vesting depending on the structure.

How much do venture capital lawyers typically charge in Burgdorf?

Fees vary by complexity, but expect hourly rates for Swiss corporate lawyers to range from roughly CHF 250 to CHF 600 per hour, plus possible flat fees for standard documents.

What is the timeline for registering a company in Burgdorf?

Registration with the Handelsregister and related steps usually take 1-3 weeks after your documents are prepared, assuming no complications.

Should I use a Swiss fund structure for VC investments?

A Swiss fund structure can offer regulatory clarity and tax planning advantages, but requires careful design under FinSA/FinIA and fund-formation rules.

Is due diligence required for early stage rounds in Switzerland?

Yes, even for seed rounds, due diligence covers corporate, IP, financials, contracts and cap table integrity to prevent post-closing issues.

5. Additional Resources

  • FINMA - Swiss Financial Market Supervisory Authority - Supervises banks, insurers, market participants and provides guidance on FinSA and FinIA compliance. https://www.finma.ch/en/
  • Swiss Federal Statistical Office (BFS) - Provides data on business demographics, venture activity, and economic indicators in Switzerland. https://www.bfs.admin.ch/bfs/en/home.html
  • Organisation for Economic Co-operation and Development (OECD) - Switzerland - Policy notes and comparative data on venture capital markets and regulatory environments. https://www.oecd.org/switzerland/

6. Next Steps

  1. Define your fundraising goals and identify potential investors in Burgdorf or Bern; prepare a high level term sheet outline.
  2. Engage a local venture capital lawyer to review term sheets, cap tables and governance documents specific to Swiss law.
  3. Choose your vehicle and structure with counsel (GmbH or AG, option plans, and any SPV considerations).
  4. Prepare or update corporate documents, IP assignments, employment agreements and any non-disclosure or non-compete provisions.
  5. Draft or revise the investor term sheet, share subscription agreements, and any convertible instruments with Swiss enforceability in mind.
  6. Complete due diligence with your counsel and prepare a closing checklist including regulatory filings and tax considerations.
  7. Close the round, implement governance and reporting processes, and plan for post-closing compliance and potential exits.

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The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.

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