CISA Switzerland: the Collective Investment Schemes Act, fund vehicles and licences

What CISA covers and who it applies to

The Collective Investment Schemes Act (SR 951.31) is the foundation of Swiss fund regulation. It defines what counts as a collective investment scheme, prescribes the permissible fund vehicles, sets the authorisation requirements for the institutions that create and manage them, and establishes the rules on distribution to investors. FINMA is the sole supervisory authority under CISA and supervises all licensed parties directly, without routing supervision through a Supervisory Organisation in the way the Financial Institutions Act does for portfolio managers.

CISA applies whenever assets from multiple investors are pooled and managed collectively for their joint account. The act covers the vehicle itself (the fund structure) and the institutions operating it (the fund management company and, through the Financial Institutions Act, the manager of collective assets). It also reaches foreign fund managers that distribute their products to investors in Switzerland, since the distribution rules in CISA apply regardless of where the fund is domiciled.

The scope of CISA is broad: any pooling of assets for collective investment falls within it unless a specific exclusion applies. That breadth is why understanding the exact boundaries of the act matters before structuring a vehicle. Managing a single client's assets on a discretionary mandate is not a collective investment scheme; it is individual portfolio management under the Financial Institutions Act. The line between the two has practical consequences for the licence required, the capital to be raised, and the supervision that applies.

CISA was originally enacted in 2006 and has been amended several times; the L-QIF provisions (Art. 118a ff.) entered into force on 1 March 2024 and are the most significant change for fund structuring in recent years. The ordinance implementing CISA (CISO, SR 951.312) provides the detailed rules on fund documentation, valuation, risk management and investment restrictions. Both texts together form the primary regulatory framework that a fund management company or manager must satisfy before launching a vehicle.

The five CISA fund vehicles: a structure-picker table

CISA Switzerland provides five main wrappers for collective investment, each with different legal form, investor eligibility and licensing consequences. The table below sets out every vehicle, the statute and supervisor that governs it, and the licensing and capital implications (figures as of July 2026).

A few points warrant elaboration. The FCP is the most common Swiss fund structure for open-ended strategies: it has no legal personality of its own, meaning the fund management company acts in its own name on behalf of the investors. The SICAV is the corporate equivalent: it has its own legal form, can self-manage or appoint a fund management company, and its share capital adjusts as investors subscribe and redeem. The SICAF, by contrast, has fixed share capital and is therefore suited to closed-ended strategies where investors do not require the ability to redeem on demand.

The limited partnership (KmGK) is the Swiss vehicle of choice for private-equity and venture capital: it is closed-ended, its investors participate as limited partners, and its structure maps onto the international LP model that institutional investors expect in those asset classes. All four of these vehicles require FINMA product authorisation before launch.

The L-QIF stands apart because it dispenses with that product-approval step. It can take the legal form of an FCP or a SICAV, but it is distinguished by its regulatory treatment: the vehicle itself requires no FINMA authorisation, and supervision is instead anchored at the level of the manager or administrator, which must be FINMA-supervised. The cost of that speed is the investor restriction: an L-QIF cannot be offered to retail investors under any circumstances.

The L-QIF: how the fast lane works under Art. 118a CISA

The L-QIF was introduced into CISA at Art. 118a and following articles and entered into force on 1 March 2024. It was designed to give Switzerland a competitive vehicle for qualified-investor strategies, matching the Luxembourg RAIF (Reserved Alternative Investment Fund) by removing the product-authorisation step that historically made Swiss fund launches lengthy. For a fund management company or manager of collective assets that already holds its FINMA licence, the L-QIF brings the vehicle to market in a matter of weeks rather than months.

The structural logic of the L-QIF is substitution rather than deregulation. FINMA's oversight of the product is replaced by FINMA's oversight of the institution managing it. An L-QIF must be managed or administered by a fund management company or a manager of collective assets that is itself supervised by FINMA. It must appoint a custodian bank to safekeep its assets. It must produce fund documentation and comply with the investment restrictions applicable to its vehicle form. What is removed is the FINMA product-authorisation filing, which is where much of the timeline for a classic fund is spent.

The qualified-investor restriction is absolute. An L-QIF cannot be offered, directly or indirectly, to retail investors. If a fund's distribution strategy requires reaching non-qualified investors, the L-QIF is not the right vehicle regardless of how attractive the time-to-market argument is. That decision is made at the structuring stage, before any documentation is drafted, because changing the vehicle later resets the entire process.

For a crypto or digital-asset strategy aimed at professional and institutional investors, the L-QIF under CISA is frequently the most practical route: the qualified-investor base is already the intended market, the asset class raises no additional obstacles at the vehicle level, and the speed of launch matters when getting allocations from institutions that move on fund calendars. The additional complexity in a crypto L-QIF is the custodian, which must be able to hold digital assets securely and segregably, a more demanding task than safekeeping traditional securities. Our crypto fund formation service addresses those custodian and distribution specifics.

Fund management company versus manager of collective assets: which licence applies

CISA Switzerland and the Financial Institutions Act (FinIA, SR 954.1) together create two distinct licensing categories for the people running a Swiss collective investment scheme, and the difference matters for capital, supervision and organisational requirements.

A fund management company is licensed under CISA and operates a Swiss contractual investment fund in its own name. It can also administer SICAVs. Because it acts in its own name on behalf of investors, it carries the full operational responsibility for the fund: investment decisions, administration, compliance and fund accounting all sit with it. The minimum capital for a fund management company is CHF 1'000'000, fully paid in, and the organisation must maintain own funds of at least a quarter of fixed annual costs, with additional own-funds requirements that scale with assets under management. FINMA supervises fund management companies directly and sets out its expectations in detail in its authorisation guidelines. The timeline from a complete file to FINMA authorisation is typically six to eighteen months.

A manager of collective assets is licensed under FinIA rather than CISA. This role covers portfolio management of a collective investment scheme: the manager makes the investment decisions for the fund, but it does not necessarily operate the fund in its own name or handle administration. The minimum capital for a manager of collective assets is CHF 200'000, fully paid in, with the same own-funds floor of a quarter of fixed annual costs. The manager-of-collective-assets licence under FinIA can also apply to managers of pension fund assets and other pooled mandates that are not retail collective investment schemes. For an L-QIF, the institution that manages or administers the fund must hold either a fund management company licence or a manager-of-collective-assets licence; there is no lighter route on the institutional side.

The two licences can coexist in a single group structure: a manager of collective assets manages the portfolio while a separate fund management company operates the fund vehicle. In that arrangement, the fund management company is the contractual counterparty to the investors, and the manager is a delegate. Responsibility for ensuring the delegate is properly supervised and that the Swiss entity retains real oversight stays with the fund management company. Neither party can hollow out the substance of its role by delegation alone.

For a manager who only manages individual client assets on a discretionary mandate basis, neither of these licences is required: the relevant authorisation is the portfolio-manager licence under FinIA, with a lower minimum capital of CHF 100'000. That category is covered in the asset manager licence guide, which also sets out how the Supervisory Organisation route differs from the direct FINMA supervision applicable to collective-asset managers and fund management companies.

Qualified and non-qualified investors: how distribution rules diverge

Investor classification under CISA determines which fund vehicles a manager can use and what distribution obligations apply. The distinction between qualified and non-qualified investors is the single most important variable in structuring a Swiss fund, because the answer shapes both the vehicle choice and the compliance burden on the distribution side.

Qualified investors under CISA include regulated financial intermediaries (banks, securities firms, fund management companies, managers of collective assets), insurance undertakings, public entities with professional treasury, pension funds and other occupational benefit institutions, and companies with professional treasury management. High-net-worth individuals and private investment structures may opt into qualified-investor status and be treated accordingly if they meet the statutory thresholds and have confirmed their status in writing. Investors who do not fall into one of these categories are non-qualified, and any fund that accepts them or distributes to them is subject to the full product-authorisation regime under CISA.

The practical consequence is a sharp asymmetry in the fund-design process. A fund that targets only qualified investors has the L-QIF route open to it: no product authorisation, faster launch, lighter ongoing filing obligations on the vehicle side. A fund that wants to accept even one retail investor must use an authorised vehicle, with the fund documentation, FINMA product approval and ongoing supervisory reporting that entails. The L-QIF's entire speed advantage rests on the qualified-investor restriction; the moment a retail investor is admitted, the L-QIF's legal basis dissolves.

Foreign fund managers distributing into Switzerland face a parallel set of rules. A foreign fund offered to Swiss qualified investors carries lighter representation and registration obligations than one marketed to retail investors, which typically requires a Swiss representative and a paying agent and may require registration. The asset class does not change these rules: a crypto fund sold to Swiss professional investors faces the same distribution framework as a traditional equity fund.

Crypto funds under CISA

A crypto or digital-asset fund under CISA is a collective investment scheme on the same footing as any equity or bond fund; Switzerland maintains no separate crypto-fund statute. A fund holding crypto-assets, tokenised securities or a mixture of both is a collective investment scheme under CISA in exactly the same way as a fund holding equities or bonds. The asset class raises additional operational and custody complexity within the existing framework, but it does not change the vehicle options or the licensing requirements.

The custody question is the main point of difference between a crypto fund and a traditional fund. A CISA fund must appoint a custodian bank to hold its assets. For a crypto fund, that custodian must be able to safekeep digital assets securely and segregably: the assets must be attributable to the fund at all times and kept operationally separate from the custodian's own assets and those of other clients. Not all custodians that hold traditional securities are equipped to provide this service for digital assets, which means that identifying and structuring the right depositary is a core step in bringing a crypto fund to market, not an afterthought.

For a crypto strategy aimed at professional and institutional investors, the L-QIF is frequently the answer. The qualified-investor base is the natural market for an institutional digital-asset fund, the vehicle form (FCP or SICAV) is the same as for a traditional L-QIF, and the absence of product authorisation means the fund can reach its investors as soon as the manager, custodian and documentation are in place. The additional time is spent on the custodian selection and structuring, not on a FINMA product filing.

A crypto fund that needs to reach retail investors must use an authorised vehicle and go through FINMA product approval. That route is available; it is simply slower and more demanding on the fund documentation side, and it requires a custodian that can hold digital assets in a way that satisfies FINMA's product-authorisation review.

When CISA does not apply: limits and boundaries

CISA's scope is wide, but it has clear limits. Understanding where those limits sit is part of deciding whether a structure needs authorisation at all, or which alternative framework governs it.

Individual portfolio management. A manager who holds assets on behalf of individual clients under separate mandates is not operating a collective investment scheme. Each client has their own account, titled in their own name at a custodian, and the manager acts under a power of attorney. That activity is individual portfolio management under FinIA, requiring the portfolio-manager licence with a minimum capital of CHF 100'000. CISA does not apply. The boundary can be blurred where a manager aggregates client assets in a single vehicle informally; the moment assets are genuinely pooled and managed for a common account, the collective-investment analysis applies.

Single-family offices. An entity that manages assets exclusively for members of a single family is generally outside the collective-investment scheme definition under CISA, because the family relationship creates a unity of interest that distinguishes the arrangement from a pooling of unrelated investors. The exemption is read strictly: once assets are managed for persons outside the family on a commercial basis, the exclusion no longer holds and both CISA and FinIA become relevant.

State pension and social-insurance schemes. Public pension schemes and social-insurance funds operating under their own statutory frameworks are generally outside CISA. Their governance and supervision derive from the specific legislation under which they operate rather than from the general collective-investment framework.

Pure investment advice without asset pooling. Providing investment recommendations to clients, without pooling their assets or making decisions for a collective account, does not constitute collective investment. Pure advice without discretion falls outside both CISA and the FinIA portfolio-manager licence, though it may require entry in the FinSA client-adviser register depending on the nature of the activity. CISA requires an actual pooling of assets into a common vehicle; advice that stops short of that is outside the act's reach.

Below-threshold arrangements. CISA and its implementing ordinance set thresholds below which certain collective-investment activities may fall outside the full licensing regime. Managers who fall below those thresholds may face lighter obligations, though the detail depends on the structure and the investor base. The thresholds are a starting point for analysis, not a safe harbour to be assumed without confirming the position under the current text.

How we advise on CISA fund structures

In our advisory practice, we structure the vehicle before drafting any documentation. The sequence matters: the vehicle choice drives the licence required, the capital to be raised, the custodian to be appointed, and the investor base that the fund can lawfully reach. Starting with documentation before settling those questions is how projects get rebuilt at cost.

The work on a Swiss fund under CISA typically begins with two questions: are the investors all qualified, and does an institution already hold the relevant FINMA licence? If both answers are yes, the L-QIF is almost always the fastest lawful route and the project is a matter of weeks rather than months. If a new fund management company or manager-of-collective-assets authorisation is also needed, the timeline extends to six to eighteen months, and the organisational file for the institution becomes the critical path. We carry the authorisation through to FINMA approval and remain available for the ongoing audit cycle and compliance obligations after launch. The detailed service description, including how we handle the FINMA file and the custodian arrangements, is on the fund licence (CISA) page.