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Venture capital law in Ostermundigen is primarily Swiss federal law applied within the cantonal context of Bern. There is no separate local statute titled “Venture Capital Law” specific to Ostermundigen; most rules come from the Swiss Code of Obligations and market regulations. Startups and investors typically rely on corporate, contract, and securities law when negotiating investments.
In practice, venture capital transactions involve setting up an appropriate company structure (usually a Swiss AG or GmbH), negotiating shareholder agreements, and using instruments such as equity investments or convertible loans. The Commercial Register in the Canton of Bern governs company formation and changes in share ownership. Lawyers help align business aims with mandatory disclosures, governance rules, and transfer restrictions.
Key features include fiduciary duties among founders and investors, anti-dilution protections, pre-emption rights, and board representation considerations. Legal counsel also helps ensure compliance with Swiss financial market rules when funds are involved or when shares are publicly offered or marketed to investors. For reference, the Swiss Code of Obligations and related financial market statutes provide the backbone for these transactions.
The Swiss Code of Obligations governs contracts, corporate governance, and share transfers, forming the regulatory core for venture capital activity in Switzerland.
FINMA oversees market integrity, fund management, and distribution of investment products in Switzerland, impacting venture capital funds and related activities.
Engaging a lawyer is essential in several concrete scenarios that are common for Ostermundigen-based startups and investors. Below are practical examples you may encounter.
Two to three primary laws and regulatory frameworks shape venture capital activity in Ostermundigen. They govern corporate governance, investment funds, and market oversight.
Note: Cantonal administration in Bern handles company registrations and local filings. In practice, most venture capital activity relies on the CO for governance and on CISA and FINMA rules for funds and financing activities. For current text and amendments, consult the Swiss Federal Legal Portal and FINMA resources.
Recent regulatory trends emphasize investor protection and transparent governance in Swiss venture funding, with ongoing alignment to international standards. For official details, see the Swiss Federal Legal Portal and FINMA guidance documents cited below.
Venture capital law in Ostermundigen applies Swiss federal rules to venture finance deals. It covers company structuring, shareholder rights, and investment instruments such as equity and convertible loans.
Typically you form an AG or GmbH with the Bern Commercial Register. Lawyers ensure the articles of association and share structures meet Swiss corporate requirements.
Consult early in term sheet negotiations to align rights, governance, and exit provisions with Swiss law and investor expectations. Early counsel reduces later negotiation time.
Refer to the Swiss Federal Legal Portal and FINMA resources for current statutes, licensing, and supervision guidelines. These sources provide authoritative text and updates.
The CO governs corporate formation, shareholder rights, transfer restrictions, and governance. It provides the framework for enforceable agreements between founders and investors.
Yes, subject to regulatory compliance, tax implications, and fund distribution rules under CISA and FINMA. Foreign investors often participate through Swiss-domiciled SPVs.
Using an SPV simplifies ownership, track record, and tax planning. Counsel will ensure the SPV complies with Swiss fund and corporate rules.
Most funds require appropriate authorization or exemption under FINMA guidelines. Consult a lawyer to determine whether licensing or a registration path fits your structure.
Due diligence typically spans 2-6 weeks depending on company complexity and data availability. A prepared data room helps speed up the process.
Equity transfers ownership directly, while convertible debt converts into equity later under defined terms. Swiss law governs the mechanics, rights, and conversion conditions.
Bern offers cantonal tax incentives for startups in certain circumstances, such as deductions or exemptions for qualified research and development activities. Specific eligibility depends on local tax rules.
Pre-emption rights give existing shareholders the option to buy new shares. Drag-along rights compel minority shareholders to sell with the majority on agreed terms during exits.
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Disclaimer:
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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