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Knowledgebase
Creating an SPV in Switzerland with a Step-by-Step Registration Guide
Marcus Altenburg, Counsel
8 February, 2026
Table of Contents
1. What is an SPV (special purpose vehicle) in finance: complete definition
2. How an SPV works: key mechanisms and structure
3. Types and applications of SPVs
4. Advantages and risks of using SPVs
5. Comparison: SPV vs other investment structures
6. Why Switzerland is an optimal jurisdiction for SPV establishment
7. How to open an SPV in Switzerland: step-by-step registration process
8. Cost of creating and maintaining an SPV in Switzerland
9. Checklist: key aspects before launching an SPV in Switzerland
10. FAQ
11. Need help with SPV registration in Switzerland?
2. How an SPV works: key mechanisms and structure
3. Types and applications of SPVs
4. Advantages and risks of using SPVs
5. Comparison: SPV vs other investment structures
6. Why Switzerland is an optimal jurisdiction for SPV establishment
7. How to open an SPV in Switzerland: step-by-step registration process
8. Cost of creating and maintaining an SPV in Switzerland
9. Checklist: key aspects before launching an SPV in Switzerland
10. FAQ
11. Need help with SPV registration in Switzerland?
TL;DR: Special Purpose Vehicles (SPVs) in Switzerland offer strong risk isolation, competitive tax rates (11.9 – 20.5% depending on canton), and bankruptcy-remote structures. They work well for securitization, project finance, and venture capital. This guide covers SPV mechanics, regulatory requirements, step-by-step registration (AG vs GmbH), costs (CHF 30,000 – 75,000 setup; CHF 15,000 – 45,000 annual), and compliance under Swiss law and AMLA 2023.
A special purpose vehicle is one of the most powerful tools in modern finance. Over the past decade, I've guided international clients through dozens of SPV structures in Switzerland. These range from venture capital funds pooling capital for single startups to infrastructure projects isolating billions in project debt. The common thread? Clients arrive with incomplete information about what SPVs actually do. They also misunderstand how Swiss law enables their strategic advantages.
Switzerland offers a unique combination. Political stability, robust legal frameworks, and tax efficiency make it a preferred jurisdiction for SPV establishment. This guide walks through the complete process. From core definitions to registration mechanics. Based on real-world implementation experience.
Switzerland offers a unique combination. Political stability, robust legal frameworks, and tax efficiency make it a preferred jurisdiction for SPV establishment. This guide walks through the complete process. From core definitions to registration mechanics. Based on real-world implementation experience.
What is an SPV (special purpose vehicle) in finance: complete definition
A special purpose vehicle (SPV) is a legally separate entity. An organization creates it to achieve a specific financial or business objective. The SPV maintains its own assets, liabilities, and legal status. These remain distinct from its parent company.
Core characteristics define an SPV's function. The entity operates as a bankruptcy-remote vehicle. If the parent company faces insolvency, the SPV's assets and obligations remain protected. They stay isolated. This separation forms the foundation of risk isolation strategies. It applies across structured finance, project financing, and investment structures.
SPVs typically take the form of limited liability companies (LLCs), limited partnerships (LPs), or joint ventures. The choice depends on jurisdiction and transaction requirements. In Switzerland, the most common structures are the Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH). Each offers distinct advantages for different SPV applications.
The legal framework governing SPVs in Switzerland falls under the Swiss Code of Obligations. Additional regulatory oversight comes from FINMA (Swiss Financial Market Supervisory Authority). This applies to entities engaged in regulated financial activities.
Core characteristics define an SPV's function. The entity operates as a bankruptcy-remote vehicle. If the parent company faces insolvency, the SPV's assets and obligations remain protected. They stay isolated. This separation forms the foundation of risk isolation strategies. It applies across structured finance, project financing, and investment structures.
SPVs typically take the form of limited liability companies (LLCs), limited partnerships (LPs), or joint ventures. The choice depends on jurisdiction and transaction requirements. In Switzerland, the most common structures are the Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH). Each offers distinct advantages for different SPV applications.
The legal framework governing SPVs in Switzerland falls under the Swiss Code of Obligations. Additional regulatory oversight comes from FINMA (Swiss Financial Market Supervisory Authority). This applies to entities engaged in regulated financial activities.
How an SPV works: key mechanisms and structure
Visual scheme of SPV operation
SPV Transaction Workflow
STEP 1
Asset Transfer
Originator transfers assets to SPV (True Sale)
→
STEP 2
Issuance
SPV issues securities backed by assets
→
STEP 3
Capital Injection
Investors provide capital to SPV account
→
STEP 4
Payment
SPV transfers funds to Originator
→
STEP 5
Distribution
Asset cash flows distributed to investors
SPV transaction flow from asset transfer to investor distribution
The SPV mechanism follows a structured sequence. The originator (parent company or sponsor) transfers specific assets to the SPV. These might include receivables, real estate, or project rights. This transfer occurs as a "true sale." The assets legally belong to the SPV. They remain separate from the originator's balance sheet.
The SPV then issues securities to investors. These can be bonds, notes, or equity shares. The securities are backed entirely by the transferred assets. They rely on expected cash flows from those assets. Investors provide capital upfront. This happens through a single drawdown into the SPV's bank account
The SPV uses investor funds to pay the originator for the purchased assets. A trustee or servicer manages the SPV's operations. They follow pre-specified rules. They receive cash flows from the assets. They distribute them to investors based on a predetermined waterfall structure.
This structure creates clear separation. The SPV operates with no employees. It has limited decision-making authority. All actions follow the rules established at formation. This design ensures bankruptcy remoteness. It prevents operational risks from affecting the isolated assets.
The SPV then issues securities to investors. These can be bonds, notes, or equity shares. The securities are backed entirely by the transferred assets. They rely on expected cash flows from those assets. Investors provide capital upfront. This happens through a single drawdown into the SPV's bank account
The SPV uses investor funds to pay the originator for the purchased assets. A trustee or servicer manages the SPV's operations. They follow pre-specified rules. They receive cash flows from the assets. They distribute them to investors based on a predetermined waterfall structure.
This structure creates clear separation. The SPV operates with no employees. It has limited decision-making authority. All actions follow the rules established at formation. This design ensures bankruptcy remoteness. It prevents operational risks from affecting the isolated assets.
Primary purpose of SPV: risk isolation and bankruptcy protection
Risk isolation represents the fundamental reason organizations create SPVs. The structure legally separates project or asset risks from the parent company. This allows risk-sharing with other investors. It protects the parent's broader operations.
Bankruptcy remoteness works through several mechanisms:
A practical example demonstrates this protection. In collateralized loan obligation (CLO) structures, hedge funds transfer loan portfolios to SPVs. If the hedge fund faces bankruptcy, the CLO assets remain protected. Rating agencies require legal opinions confirming non-consolidation. They need this before assigning investment-grade ratings to CLO securities.
Another example from mortgage securitization: banks transfer mortgage loan pools to SPVs. These SPVs issue mortgage-backed securities (MBS). If the bank encounters financial distress, the bank's creditors cannot claim payments. MBS investors receive their contractual distributions first. The SPV's independent legal status creates this protection.
The structure maintains independent records and governance. SPV financial statements remain separate from parent company reports. This separation prevents consolidation on the parent's balance sheet. This applies when the parent lacks controlling interest.
Bankruptcy remoteness works through several mechanisms:
- The SPV restricts its operations to specific assets or projects defined in its charter
- Separateness provisions prohibit mixing SPV assets with parent company assets
- Limited recourse clauses ensure lenders can only claim SPV assets for debt repayment
- Non-petition clauses prevent creditors from forcing the SPV into involuntary bankruptcy
A practical example demonstrates this protection. In collateralized loan obligation (CLO) structures, hedge funds transfer loan portfolios to SPVs. If the hedge fund faces bankruptcy, the CLO assets remain protected. Rating agencies require legal opinions confirming non-consolidation. They need this before assigning investment-grade ratings to CLO securities.
Another example from mortgage securitization: banks transfer mortgage loan pools to SPVs. These SPVs issue mortgage-backed securities (MBS). If the bank encounters financial distress, the bank's creditors cannot claim payments. MBS investors receive their contractual distributions first. The SPV's independent legal status creates this protection.
The structure maintains independent records and governance. SPV financial statements remain separate from parent company reports. This separation prevents consolidation on the parent's balance sheet. This applies when the parent lacks controlling interest.
Financial mechanisms: off-balance sheet and limited recourse financing
Off-balance sheet financing allows parent companies to raise capital. They do this without increasing their reported debt levels. The parent establishes an SPV as a separate entity. The SPV raises debt secured by transferred assets. This might happen through securitization of loans. The SPV maintains distinct books. The assets transfer via "true sale." The liabilities do not appear on the parent's balance sheet. This applies if the parent lacks controlling interest.
This structure improves the parent company's financial ratios. Lower debt-to-equity ratios qualify the parent for better credit ratings. They also get better borrowing rates. However, accounting standards require disclosure of SPV relationships. This prevents the type of financial statement manipulation that occurred in the Enron scandal.
Limited recourse financing ties lender recovery solely to the SPV's assets and cash flows. Lenders cannot pursue the parent company's assets for repayment. The SPV's cash flow waterfall determines payment priority. Fees and expenses come first. Then senior debt tranches. Followed by subordinated tranches. Equity holders receive residual cash flows.
This arrangement isolates risk for both parties. Lenders assess the SPV's specific assets. They evaluate cash-generating capacity. They don't rely on the parent's overall creditworthiness. The parent limits its exposure to the capital initially contributed to the SPV. If the SPV's assets underperform, losses remain contained within the SPV structure.
In project finance applications, this mechanism proves particularly valuable. Infrastructure projects often use 50 - 60% debt levels. Lenders rely on project cash flows. For example, electricity sales revenue from a solar power plant. They don't rely on sponsor balance sheets. This structure allows sponsors to pursue multiple projects simultaneously. Each project's debt doesn't affect the others.
This structure improves the parent company's financial ratios. Lower debt-to-equity ratios qualify the parent for better credit ratings. They also get better borrowing rates. However, accounting standards require disclosure of SPV relationships. This prevents the type of financial statement manipulation that occurred in the Enron scandal.
Limited recourse financing ties lender recovery solely to the SPV's assets and cash flows. Lenders cannot pursue the parent company's assets for repayment. The SPV's cash flow waterfall determines payment priority. Fees and expenses come first. Then senior debt tranches. Followed by subordinated tranches. Equity holders receive residual cash flows.
This arrangement isolates risk for both parties. Lenders assess the SPV's specific assets. They evaluate cash-generating capacity. They don't rely on the parent's overall creditworthiness. The parent limits its exposure to the capital initially contributed to the SPV. If the SPV's assets underperform, losses remain contained within the SPV structure.
In project finance applications, this mechanism proves particularly valuable. Infrastructure projects often use 50 - 60% debt levels. Lenders rely on project cash flows. For example, electricity sales revenue from a solar power plant. They don't rely on sponsor balance sheets. This structure allows sponsors to pursue multiple projects simultaneously. Each project's debt doesn't affect the others.
Need to set up a company in Switzerland, take over an existing business, or optimize your taxes? Contact our specialists in company registration and Swiss tax law.
Types and applications of SPVs
SPV Application Categories
TYPE 01
Asset Securitization
ABS, MBS, CDO
Transforms illiquid assets (loans, receivables) into tradable securities with risk stratification.
TYPE 02
Project Financing
Infrastructure & Real Estate
Isolation of specific projects (e.g., power plants) with non-recourse debt to sponsors.
TYPE 03
Investment Funds
Private Equity & VC
Deal-by-deal execution structures for single assets or startups outside main fund mandates.
TYPE 04
Joint Ventures & M&A
Holding Structures
Legal isolation between partners and facilitation of asset transfers without cross-default risk.
Asset securitization (ABS, MBS, CDO)
Asset securitization transforms illiquid assets into tradable securities. It does this through SPV structures. The process begins when an originator transfers a pool of receivables to an SPV. The originator is typically a bank or finance company. The transfer happens as a true sale. These receivables might include auto loans, credit card balances, or mortgage obligations.
The SPV tranches these cash flows into asset-backed securities (ABS). These are differentiated by seniority. Senior securities receive priority in cash flow distribution. They carry minimal default risk. Junior tranches absorb losses first. This provides credit enhancement for senior securities. This risk stratification allows the SPV to issue investment-grade securities. This works even when underlying assets carry higher risk profiles.
Mortgage-backed securities (MBS) follow identical mechanics. They use residential or commercial mortgage loans as collateral. The SPV pools mortgages. It issues bonds backed by monthly mortgage payments.
Collateralized debt obligations (CDOs) represent a more complex structure. The SPV purchases a pool of bank loans, corporate bonds, or other securitizations (including MBS). The SPV then issues bonds in tranches with different risk profiles. Senior tranches receive cash flow priority before junior and equity tranches.
All three instruments require the SPV to function as a bankruptcy-remote legal entity. The SPV purchases the asset pool. It issues securities to investors. It manages cash flow distribution according to waterfall rules. This structure ensures that originator bankruptcy does not affect investor claims on the securitized assets.
The SPV tranches these cash flows into asset-backed securities (ABS). These are differentiated by seniority. Senior securities receive priority in cash flow distribution. They carry minimal default risk. Junior tranches absorb losses first. This provides credit enhancement for senior securities. This risk stratification allows the SPV to issue investment-grade securities. This works even when underlying assets carry higher risk profiles.
Mortgage-backed securities (MBS) follow identical mechanics. They use residential or commercial mortgage loans as collateral. The SPV pools mortgages. It issues bonds backed by monthly mortgage payments.
Collateralized debt obligations (CDOs) represent a more complex structure. The SPV purchases a pool of bank loans, corporate bonds, or other securitizations (including MBS). The SPV then issues bonds in tranches with different risk profiles. Senior tranches receive cash flow priority before junior and equity tranches.
All three instruments require the SPV to function as a bankruptcy-remote legal entity. The SPV purchases the asset pool. It issues securities to investors. It manages cash flow distribution according to waterfall rules. This structure ensures that originator bankruptcy does not affect investor claims on the securitized assets.
Project financing (infrastructure, real estate)
SPVs serve as the standard structure for large-scale infrastructure and real estate projects. Project sponsors create stand-alone legal entities. These own and operate specific projects. Roads, power plants, airports, bridges, or real estate developments.
The SPV raises debt that is non-recourse or limited-recourse to sponsors. Lenders rely on the SPV's assets and project cash flows for repayment. They don't rely on sponsor balance sheets. This arrangement allows sponsors to pursue multiple projects simultaneously. There's no cross-collateralization.
Infrastructure projects typically use 50 - 60% debt financing through the SPV. Each project maintains its own SPV. This isolates assets and debt from other projects in the sponsor's portfolio. For example, a solar power plant owned by an SPV takes a loan. The loan is repaid from electricity sales revenue. If the project underperforms, lenders cannot claim sponsor assets. They're limited to the initial equity contribution.
Public-private partnerships frequently use SPV structures. Government entities, lending institutions, and private investors contribute capital to the SPV. The SPV partners bear direct project risk as project owners. This structure clarifies risk allocation. It enables long-term operational contracts.
Projects suitable for SPV financing require significant capital investment. Typically more than CHF 20 million. They must be capable of attracting private investors. They need to generate predictable cash flows over extended periods.
The SPV raises debt that is non-recourse or limited-recourse to sponsors. Lenders rely on the SPV's assets and project cash flows for repayment. They don't rely on sponsor balance sheets. This arrangement allows sponsors to pursue multiple projects simultaneously. There's no cross-collateralization.
Infrastructure projects typically use 50 - 60% debt financing through the SPV. Each project maintains its own SPV. This isolates assets and debt from other projects in the sponsor's portfolio. For example, a solar power plant owned by an SPV takes a loan. The loan is repaid from electricity sales revenue. If the project underperforms, lenders cannot claim sponsor assets. They're limited to the initial equity contribution.
Public-private partnerships frequently use SPV structures. Government entities, lending institutions, and private investors contribute capital to the SPV. The SPV partners bear direct project risk as project owners. This structure clarifies risk allocation. It enables long-term operational contracts.
Projects suitable for SPV financing require significant capital investment. Typically more than CHF 20 million. They must be capable of attracting private investors. They need to generate predictable cash flows over extended periods.
Investment funds (private equity, venture capital)
SPVs enable deal-by-deal execution in private equity and venture capital. They isolate individual investments from fund mandates. Private equity firms use SPVs to pursue opportunities outside existing fund mandates. They also use them to absorb deals too large for a single fund. Or to structure custom economics for co-investors. Each investment operates independently. It maintains institutional discipline.
Venture capital firms use SPVs to pool capital for specific startups. They do this without forming complete funds. This approach reduces administrative overhead compared to traditional fund structures. It also gives investors clearer access to individual assets. Rather than diversified portfolios.
The SPV structure simplifies cap tables. It consolidates multiple small investors into a single entity. Instead of a startup managing relationships with dozens of individual investors, the company deals with the SPV. As a single shareholder.
SPVs concentrate risk in one investment. They don't diversify across a portfolio. This structure suits situations where a deal doesn't fit fund strategy. Or requires custom governance. Or when follow-on capital is needed after a fund's deployment capacity is exhausted. Single capital drawdown occurs upfront. Unlike traditional funds' multiple capital calls over time.
In Switzerland, investment SPVs typically take the form of AGs or GmbHs. The choice depends on the desired capital structure and investor base. The structure provides flexibility for international investors. It maintains Swiss legal protections.
Venture capital firms use SPVs to pool capital for specific startups. They do this without forming complete funds. This approach reduces administrative overhead compared to traditional fund structures. It also gives investors clearer access to individual assets. Rather than diversified portfolios.
The SPV structure simplifies cap tables. It consolidates multiple small investors into a single entity. Instead of a startup managing relationships with dozens of individual investors, the company deals with the SPV. As a single shareholder.
SPVs concentrate risk in one investment. They don't diversify across a portfolio. This structure suits situations where a deal doesn't fit fund strategy. Or requires custom governance. Or when follow-on capital is needed after a fund's deployment capacity is exhausted. Single capital drawdown occurs upfront. Unlike traditional funds' multiple capital calls over time.
In Switzerland, investment SPVs typically take the form of AGs or GmbHs. The choice depends on the desired capital structure and investor base. The structure provides flexibility for international investors. It maintains Swiss legal protections.
Joint ventures and M&A transactions
SPVs serve as holding structures in joint ventures. They provide legal isolation between partners. They create clear frameworks for strategic exits or new investor entry. The SPV acts as a holding company. It owns 100% of an operating company. Shareholders enter into agreements. These govern strategy, exit rights, and procedures for admitting new investors.
This structure ensures that partners remain legally isolated from the joint venture's financial risks. Each partner's liability limits to their equity contribution in the SPV. The SPV's separate legal status prevents one partner's financial difficulties from affecting the joint venture. Or other partners.
In M&A transactions, SPVs facilitate asset transfers under strategic agreements. They distribute risks among parties. Acquirers use SPVs to attract financing. They do this without increasing parent company debt. Or creating cross-default obligations. The SPV purchases target company assets or shares. Debt is secured solely by the acquired assets.
Under IFRS 10, SPV consolidation depends on control rather than ownership percentage. A parent company may control an SPV even with minimal equity stake. This happens if it directs the SPV's relevant activities. And bears exposure to variable returns.
In practice, this means companies must carefully structure SPV governance. They need to achieve desired accounting treatment. If the parent company controls the SPV's decision-making, consolidation may be required. This applies regardless of ownership percentage.
This structure ensures that partners remain legally isolated from the joint venture's financial risks. Each partner's liability limits to their equity contribution in the SPV. The SPV's separate legal status prevents one partner's financial difficulties from affecting the joint venture. Or other partners.
In M&A transactions, SPVs facilitate asset transfers under strategic agreements. They distribute risks among parties. Acquirers use SPVs to attract financing. They do this without increasing parent company debt. Or creating cross-default obligations. The SPV purchases target company assets or shares. Debt is secured solely by the acquired assets.
Under IFRS 10, SPV consolidation depends on control rather than ownership percentage. A parent company may control an SPV even with minimal equity stake. This happens if it directs the SPV's relevant activities. And bears exposure to variable returns.
In practice, this means companies must carefully structure SPV governance. They need to achieve desired accounting treatment. If the parent company controls the SPV's decision-making, consolidation may be required. This applies regardless of ownership percentage.
Advantages and risks of using SPVs
The Enron scandal provides a cautionary example of SPV misuse. Between 2000 - 2001, Enron created hundreds of SPVs (including the Raptor entities). These hid over $1.2 billion in debt and assets off its balance sheet. The company transferred Enron stock and notes to these SPVs. It used them to hedge mark-to-market losses. Through transactions that violated GAAP requirements.
The SPVs enabled Enron to recognize revenue from inflated asset sales to its own SPVs. It used Enron stock as guarantees. When Enron's stock price dropped, the entire structure collapsed. The company declared bankruptcy on December 2, 2001. This triggered the Sarbanes-Oxley Act of 2002. The act reformed SPV disclosure and governance requirements.
This case demonstrates that while SPVs serve legitimate purposes, their complexity creates opportunities for abuse. Without proper oversight and transparency.
The SPVs enabled Enron to recognize revenue from inflated asset sales to its own SPVs. It used Enron stock as guarantees. When Enron's stock price dropped, the entire structure collapsed. The company declared bankruptcy on December 2, 2001. This triggered the Sarbanes-Oxley Act of 2002. The act reformed SPV disclosure and governance requirements.
This case demonstrates that while SPVs serve legitimate purposes, their complexity creates opportunities for abuse. Without proper oversight and transparency.
Comparison: SPV vs other investment structures
SPAC distinction: A SPAC (Special Purpose Acquisition Company) is a shell company. It raises capital via IPO specifically to acquire an operating company. Within a defined timeframe. Unlike classical SPVs, SPACs must liquidate and return funds to shareholders. This happens if no acquisition closes within the specified period (typically 24 months). This mandatory liquidation timeline creates unique pressure. And leverage dynamics in SPAC transactions.
The key difference lies in purpose and timeline. SPVs serve general risk isolation and financing purposes. They have no mandatory acquisition or liquidation requirements. SPACs exist solely to complete a specific acquisition. Within a binding timeframe. With automatic liquidation triggers if unsuccessful.
The key difference lies in purpose and timeline. SPVs serve general risk isolation and financing purposes. They have no mandatory acquisition or liquidation requirements. SPACs exist solely to complete a specific acquisition. Within a binding timeframe. With automatic liquidation triggers if unsuccessful.
Need to set up a company in Switzerland, take over an existing business, or optimize your taxes? Contact our specialists in company registration and Swiss tax law.
Why Switzerland is an optimal jurisdiction for SPV establishment
Switzerland combines political stability, robust legal frameworks, and tax efficiency. In ways that few jurisdictions match. Over two decades of practice, I've seen how these factors translate into practical advantages. For international clients structuring complex transactions.
Cantonal tax structure with competitive rates: Switzerland's effective corporate tax rates range from 11.9% to 20.5%. This depends on canton location. Cantons offer special regimes for intellectual property income, subsidiary participation, and research activities. This flexibility allows precise tax optimization. Within legal frameworks.
Transfer pricing and depreciation mechanisms: Swiss law applies transfer pricing rules aligned with OECD standards. It offers accelerated depreciation regimes. These mechanisms enable additional tax base reduction. Within BEPS 2.0 compliance requirements.
Legal framework for holding structures: The Swiss Code of Obligations supports holding companies and SPV structures. With clear written requirements. Pre-emptive rights frameworks. And beneficial owner transparency mechanisms. This legal clarity reduces structuring uncertainty.
Financial confidentiality with regulatory compliance: Switzerland maintains financial privacy protections. While participating in automatic information exchange standards (CRS). This balance suits family offices and industrial groups. Requiring discretion within compliant frameworks.
Political stability and treaty protection: Switzerland's non-EU, non-NATO status provides regulatory independence. While maintaining extensive double tax treaties. The country has adopted nearly all European sanctions frameworks since February 2022. This demonstrates regulatory consistency. Without EU membership constraints.
In a recent infrastructure project, we structured an SPV for a renewable energy investment. Swiss jurisdiction provided three specific advantages. Access to favorable tax treaties with the project's operating jurisdiction. Bankruptcy remoteness under Swiss law that satisfied rating agency requirements. And political neutrality that accommodated diverse international investor bases.
Cantonal tax structure with competitive rates: Switzerland's effective corporate tax rates range from 11.9% to 20.5%. This depends on canton location. Cantons offer special regimes for intellectual property income, subsidiary participation, and research activities. This flexibility allows precise tax optimization. Within legal frameworks.
Transfer pricing and depreciation mechanisms: Swiss law applies transfer pricing rules aligned with OECD standards. It offers accelerated depreciation regimes. These mechanisms enable additional tax base reduction. Within BEPS 2.0 compliance requirements.
Legal framework for holding structures: The Swiss Code of Obligations supports holding companies and SPV structures. With clear written requirements. Pre-emptive rights frameworks. And beneficial owner transparency mechanisms. This legal clarity reduces structuring uncertainty.
Financial confidentiality with regulatory compliance: Switzerland maintains financial privacy protections. While participating in automatic information exchange standards (CRS). This balance suits family offices and industrial groups. Requiring discretion within compliant frameworks.
Political stability and treaty protection: Switzerland's non-EU, non-NATO status provides regulatory independence. While maintaining extensive double tax treaties. The country has adopted nearly all European sanctions frameworks since February 2022. This demonstrates regulatory consistency. Without EU membership constraints.
In a recent infrastructure project, we structured an SPV for a renewable energy investment. Swiss jurisdiction provided three specific advantages. Access to favorable tax treaties with the project's operating jurisdiction. Bankruptcy remoteness under Swiss law that satisfied rating agency requirements. And political neutrality that accommodated diverse international investor bases.
How to open an SPV in Switzerland: step-by-step registration process
Step 1: selecting the legal form (AG vs GmbH)
The choice between Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH) determines capital requirements, governance structure, and operational flexibility.
AG (stock corporation) requires minimum share capital of CHF 100,000. CHF 50,000 must be paid at founding. The AG mandates a formal Board of Directors. This separates ownership from executive management. Shares transfer via simple signed declaration. This structure suits SPVs requiring public securities issuance. Or multiple investors. Or future listing potential.
Note: Swiss law requires companies to maintain a register of shareholders. With beneficial ownership information. While bearer shares existed historically, current regulations mandate identification of all shareholders. Holding 25% or more of shares or voting rights. For detailed requirements, consult the Swiss company share capital guide.
GmbH (limited liability company) requires CHF 20,000 minimum capital. Fully paid at founding. The GmbH allows direct shareholder management. Without rigid board requirements. Share transfers require general meeting approval. And public register entry. This structure works well for smaller SPVs. Single-purpose vehicles. Or structures requiring tighter transfer restrictions.
Both forms achieve bankruptcy remoteness. Through limited purpose charters and separate legal personality. The choice depends on transaction size, investor base, and governance preferences.
For most international SPV structures involving institutional investors or securities issuance, the AG provides necessary flexibility and credibility. For single-asset vehicles or closely-held structures, the GmbH offers simplicity and lower capital requirements.
AG (stock corporation) requires minimum share capital of CHF 100,000. CHF 50,000 must be paid at founding. The AG mandates a formal Board of Directors. This separates ownership from executive management. Shares transfer via simple signed declaration. This structure suits SPVs requiring public securities issuance. Or multiple investors. Or future listing potential.
Note: Swiss law requires companies to maintain a register of shareholders. With beneficial ownership information. While bearer shares existed historically, current regulations mandate identification of all shareholders. Holding 25% or more of shares or voting rights. For detailed requirements, consult the Swiss company share capital guide.
GmbH (limited liability company) requires CHF 20,000 minimum capital. Fully paid at founding. The GmbH allows direct shareholder management. Without rigid board requirements. Share transfers require general meeting approval. And public register entry. This structure works well for smaller SPVs. Single-purpose vehicles. Or structures requiring tighter transfer restrictions.
Both forms achieve bankruptcy remoteness. Through limited purpose charters and separate legal personality. The choice depends on transaction size, investor base, and governance preferences.
For most international SPV structures involving institutional investors or securities issuance, the AG provides necessary flexibility and credibility. For single-asset vehicles or closely-held structures, the GmbH offers simplicity and lower capital requirements.
Step 2: preparing founding documents
Core documents required for SPV registration include:
Articles of Association: This document defines the company's purpose, capital structure, management framework, and shareholder rights. For SPVs, the purpose clause must clearly specify the limited activities the entity will undertake. This limitation supports bankruptcy remoteness. It prevents scope creep.
Public Deed of Incorporation: A notarially certified document establishing the company's legal existence. Swiss law requires notarial authentication for company formation.
Capital deposit confirmation: A Swiss bank issues this document. It confirms that the required share capital has been deposited. In a capital contribution account. For GmbH, the full CHF 20,000 must be deposited. For AG, minimum CHF 50,000 (or 20% of total capital if higher) must be deposited before registration.
Declaration of acceptance by directors: Each director must formally accept their appointment. They confirm they meet Swiss legal requirements.
Personal identification documents: Passports or national IDs for all shareholders, directors, and beneficial owners.
Proof of Swiss registered office: Documentation confirming the company's registered address in Switzerland.
UBO (Ultimate Beneficial Owner) declaration: Identification of all individuals holding 25% or more of shares or voting rights. Or otherwise controlling the entity.
In a recent biotech SPV formation, we prepared Articles of Association. They specified that the entity's sole purpose was holding shares in a Chinese cell therapy subsidiary. This narrow purpose clause satisfied both Swiss Commercial Register requirements. And investor due diligence regarding bankruptcy remoteness.
Articles of Association: This document defines the company's purpose, capital structure, management framework, and shareholder rights. For SPVs, the purpose clause must clearly specify the limited activities the entity will undertake. This limitation supports bankruptcy remoteness. It prevents scope creep.
Public Deed of Incorporation: A notarially certified document establishing the company's legal existence. Swiss law requires notarial authentication for company formation.
Capital deposit confirmation: A Swiss bank issues this document. It confirms that the required share capital has been deposited. In a capital contribution account. For GmbH, the full CHF 20,000 must be deposited. For AG, minimum CHF 50,000 (or 20% of total capital if higher) must be deposited before registration.
Declaration of acceptance by directors: Each director must formally accept their appointment. They confirm they meet Swiss legal requirements.
Personal identification documents: Passports or national IDs for all shareholders, directors, and beneficial owners.
Proof of Swiss registered office: Documentation confirming the company's registered address in Switzerland.
UBO (Ultimate Beneficial Owner) declaration: Identification of all individuals holding 25% or more of shares or voting rights. Or otherwise controlling the entity.
In a recent biotech SPV formation, we prepared Articles of Association. They specified that the entity's sole purpose was holding shares in a Chinese cell therapy subsidiary. This narrow purpose clause satisfied both Swiss Commercial Register requirements. And investor due diligence regarding bankruptcy remoteness.
Step 3: depositing share capital and opening a bank account
Before registration, founders must open a capital contribution account at a Swiss bank. They deposit the required minimum capital. This process has become more stringent in recent years. Due to enhanced AML/KYC requirements.
For GmbH: Deposit the full CHF 20,000 into the capital contribution account. The bank issues a confirmation letter. It states that the capital has been deposited. It will remain blocked until the company is registered.
For AG: Deposit minimum CHF 50,000 (or 20% of total share capital if the total exceeds CHF 100,000). Into the capital contribution account. The remaining capital can be paid in later. But the company must disclose unpaid capital in the Commercial Register.
The bank conducts full due diligence on founders, beneficial owners, and the intended business purpose. For SPVs, banks scrutinize the underlying transaction structure. And source of funds. Documentation requirements typically include:
After registration, the capital contribution account converts to a regular corporate account. The company can then access the deposited funds. For its stated purposes.
In practice, bank account opening represents one of the most challenging aspects of SPV formation in Switzerland. Banks apply strict risk assessment criteria. Particularly for SPVs involving international transactions. Or complex ownership structures. Early engagement with banks prevents delays. Ideally before finalizing the structure.
For GmbH: Deposit the full CHF 20,000 into the capital contribution account. The bank issues a confirmation letter. It states that the capital has been deposited. It will remain blocked until the company is registered.
For AG: Deposit minimum CHF 50,000 (or 20% of total share capital if the total exceeds CHF 100,000). Into the capital contribution account. The remaining capital can be paid in later. But the company must disclose unpaid capital in the Commercial Register.
The bank conducts full due diligence on founders, beneficial owners, and the intended business purpose. For SPVs, banks scrutinize the underlying transaction structure. And source of funds. Documentation requirements typically include:
- Business plan or transaction overview explaining the SPV's purpose
- Source of funds documentation for the deposited capital
- Identification documents for all beneficial owners
- Proof of address for all parties
- Explanation of the anticipated transaction flows
After registration, the capital contribution account converts to a regular corporate account. The company can then access the deposited funds. For its stated purposes.
In practice, bank account opening represents one of the most challenging aspects of SPV formation in Switzerland. Banks apply strict risk assessment criteria. Particularly for SPVs involving international transactions. Or complex ownership structures. Early engagement with banks prevents delays. Ideally before finalizing the structure.
Step 4: notarial certification and Commercial Register filing
Once documents are prepared and capital deposited, the founding process requires notarial certification. All founders (or their authorized representatives) must appear before a Swiss notary. To sign the Public Deed of Incorporation.
The notary verifies:
After notarial certification, the notary or company's legal representative files the founding documents. With the cantonal Commercial Register. The filing includes:
The Commercial Register reviews the submission. For completeness and legal compliance. If approved, the company receives its registration number. And official entry in the public register. This process typically takes 5 - 10 business days. Though complex structures may require additional review time.
The company legally exists from the moment of Commercial Register entry. Before this point, the entity has no legal personality. It cannot conduct business.
The notary verifies:
- Identity of all founders
- Authority of any representatives acting on behalf of corporate founders
- Accuracy of the Articles of Association
- Confirmation that capital has been deposited
- Compliance with Swiss company law requirements
After notarial certification, the notary or company's legal representative files the founding documents. With the cantonal Commercial Register. The filing includes:
- Notarized Public Deed of Incorporation
- Articles of Association
- Bank confirmation of capital deposit
- Declaration of acceptance by directors
- Proof of registered office
- UBO declaration
The Commercial Register reviews the submission. For completeness and legal compliance. If approved, the company receives its registration number. And official entry in the public register. This process typically takes 5 - 10 business days. Though complex structures may require additional review time.
The company legally exists from the moment of Commercial Register entry. Before this point, the entity has no legal personality. It cannot conduct business.
Step 5: AML/KYC compliance requirements
Disclaimer: The information provided is general in nature. It does not constitute legal advice or replace professional consultation.
Swiss anti-money laundering legislation imposes ongoing obligations on SPVs. Particularly those engaged in financial intermediation. Or holding significant assets.
The revised Anti-Money Laundering Act (AMLA), effective January 1, 2023, requires financial intermediaries to:
For SPVs, key compliance requirements include:
Beneficial owner registry: Switzerland maintains a federal beneficial owner registry for legal entities. SPVs must register all individuals holding 25% or more of shares or voting rights. Or otherwise exercising control. The implementation timeline and specific procedures continue to evolve. Consult current MROS guidance for the latest requirements.
Ongoing KYC verification: High-risk structures require continuous monitoring. Throughout the client relationship. Not just at onboarding. This includes updating documentation when ownership or control changes.
Transaction purpose documentation: For SPVs involved in high-risk activities, documentation must explain transaction purposes. And sources of funds.
Enhanced due diligence: SPVs with complex ownership structures face stricter verification requirements. International operations. Or connections to high-risk jurisdictions.
In a recent holding company structure for a pharmaceutical supplier, we implemented quarterly beneficial ownership reviews. To ensure continuous compliance. As the client's European operations expanded. This proactive approach prevented compliance gaps. That could have triggered regulatory scrutiny.
Swiss anti-money laundering legislation imposes ongoing obligations on SPVs. Particularly those engaged in financial intermediation. Or holding significant assets.
The revised Anti-Money Laundering Act (AMLA), effective January 1, 2023, requires financial intermediaries to:
- Identify and verify beneficial owners in complex structures
- Update client data and beneficial ownership information regularly
- Conduct enhanced due diligence for high-risk clients (politically exposed persons, high-risk countries, multi-layer ownership structures)
- Report suspicious activities to the Money Laundering Reporting Office Switzerland (MROS)
For SPVs, key compliance requirements include:
Beneficial owner registry: Switzerland maintains a federal beneficial owner registry for legal entities. SPVs must register all individuals holding 25% or more of shares or voting rights. Or otherwise exercising control. The implementation timeline and specific procedures continue to evolve. Consult current MROS guidance for the latest requirements.
Ongoing KYC verification: High-risk structures require continuous monitoring. Throughout the client relationship. Not just at onboarding. This includes updating documentation when ownership or control changes.
Transaction purpose documentation: For SPVs involved in high-risk activities, documentation must explain transaction purposes. And sources of funds.
Enhanced due diligence: SPVs with complex ownership structures face stricter verification requirements. International operations. Or connections to high-risk jurisdictions.
In a recent holding company structure for a pharmaceutical supplier, we implemented quarterly beneficial ownership reviews. To ensure continuous compliance. As the client's European operations expanded. This proactive approach prevented compliance gaps. That could have triggered regulatory scrutiny.
Step 6: post-registration administration
After registration, SPVs require ongoing administration. To maintain legal compliance and operational functionality:
Annual general meeting: Swiss law requires at least one shareholder meeting per year. To approve financial statements and elect directors.
Financial reporting: SPVs must prepare annual financial statements. According to Swiss accounting standards. Depending on size and activities, external audit may be required.
Tax compliance: Annual corporate tax returns must be filed. With cantonal and federal tax authorities. SPVs benefit from participation exemptions. And other tax regimes. Depending on their activities and holdings.
Commercial Register updates: Any changes to directors, share capital, registered office, or company purpose require Commercial Register filings.
AML compliance monitoring: Ongoing verification of beneficial owners. And transaction monitoring. For entities subject to AMLA requirements.
Corporate governance documentation: Maintaining minutes of shareholder and board meetings. Resolutions. And other governance records.
For international clients, we typically provide full fiduciary services. Covering these ongoing requirements. This ensures continuous compliance. While allowing clients to focus on their core business objectives. Rather than Swiss administrative requirements.
Annual general meeting: Swiss law requires at least one shareholder meeting per year. To approve financial statements and elect directors.
Financial reporting: SPVs must prepare annual financial statements. According to Swiss accounting standards. Depending on size and activities, external audit may be required.
Tax compliance: Annual corporate tax returns must be filed. With cantonal and federal tax authorities. SPVs benefit from participation exemptions. And other tax regimes. Depending on their activities and holdings.
Commercial Register updates: Any changes to directors, share capital, registered office, or company purpose require Commercial Register filings.
AML compliance monitoring: Ongoing verification of beneficial owners. And transaction monitoring. For entities subject to AMLA requirements.
Corporate governance documentation: Maintaining minutes of shareholder and board meetings. Resolutions. And other governance records.
For international clients, we typically provide full fiduciary services. Covering these ongoing requirements. This ensures continuous compliance. While allowing clients to focus on their core business objectives. Rather than Swiss administrative requirements.
Need to set up a company in Switzerland, take over an existing business, or optimize your taxes? Contact our specialists in company registration and Swiss tax law.
Cost of creating and maintaining an SPV in Switzerland
Disclaimer: The information provided is general in nature. It does not constitute legal advice or replace professional consultation.
The total cost of establishing and operating an SPV in Switzerland depends on complexity, transaction size, and ongoing service requirements. Based on current market rates and regulatory requirements, here are typical cost ranges:
The total cost of establishing and operating an SPV in Switzerland depends on complexity, transaction size, and ongoing service requirements. Based on current market rates and regulatory requirements, here are typical cost ranges:
Paid-in share capital (company asset):
Note: The share capital represents a company asset, not an expense. It remains on the SPV's balance sheet. It is not consumed by the formation process.
Total estimated one-off expenses: CHF 9,100–24,200 (excluding share capital)
Total estimated annual costs: CHF 15,000–45,000 (excluding audit if not required)
These figures represent typical ranges for standard SPV structures. Complex transactions involving securities issuance, FINMA licensing, or multi-jurisdictional elements will incur higher costs. Conversely, simple holding structures with minimal activity may fall at the lower end of these ranges.
In a recent holding company formation for a €3.5 million finance sector transaction, total setup costs reached CHF 42,000. This included CHF 50,000 capital deposit, legal structuring, notarial fees, and bank account establishment. Ongoing annual costs stabilized at CHF 28,000. Covering administration, accounting, tax compliance, and legal support.
- GmbH: CHF 20,000 (fully paid at founding)
- AG: CHF 50,000 minimum at founding (CHF 100,000 total authorized capital)
Note: The share capital represents a company asset, not an expense. It remains on the SPV's balance sheet. It is not consumed by the formation process.
Total estimated one-off expenses: CHF 9,100–24,200 (excluding share capital)
Total estimated annual costs: CHF 15,000–45,000 (excluding audit if not required)
These figures represent typical ranges for standard SPV structures. Complex transactions involving securities issuance, FINMA licensing, or multi-jurisdictional elements will incur higher costs. Conversely, simple holding structures with minimal activity may fall at the lower end of these ranges.
In a recent holding company formation for a €3.5 million finance sector transaction, total setup costs reached CHF 42,000. This included CHF 50,000 capital deposit, legal structuring, notarial fees, and bank account establishment. Ongoing annual costs stabilized at CHF 28,000. Covering administration, accounting, tax compliance, and legal support.
Checklist: key aspects before launching an SPV in Switzerland
Before proceeding with SPV formation, verify these critical elements:
1. SPV purpose clearly defined?
2. Legal form selected (AG or GmbH)?
3. Business plan and financial model prepared?
4. Tax analysis completed?
5. Governance structure defined?
6. Regulatory compliance assessed?
7. Banking relationship established?
Completing this checklist before engaging legal counsel saves time. It prevents costly restructuring later. In a recent Ukrainian IT company reorganization valued at €200 million, we used this framework. To identify structural issues early. This allowed us to optimize the holding structure. Before incurring formation costs.
1. SPV purpose clearly defined?
- Specific transaction or project identified
- Limited purpose clause drafted for Articles of Association
- Bankruptcy remoteness requirements understood
- Exit strategy or wind-down mechanism planned
2. Legal form selected (AG or GmbH)?
- Capital requirements assessed (CHF 100,000 AG vs CHF 20,000 GmbH)
- Governance structure determined (board vs direct shareholder management)
- Share transfer restrictions evaluated
- Future financing or listing needs considered
3. Business plan and financial model prepared?
- Cash flow projections for SPV operations
- Funding sources identified and committed
- Transaction timeline established
- Risk allocation among parties documented
4. Tax analysis completed?
- Cantonal tax rates compared for optimal location
- Participation exemption eligibility verified
- Transfer pricing requirements assessed
- Tax treaty benefits
5. Governance structure defined?
- Directors identified (Swiss resident requirements considered)
- Decision-making authority allocated
- Reporting obligations to shareholders established
- Conflict of interest procedures implemented
6. Regulatory compliance assessed?
- FINMA licensing requirements evaluated (if applicable)
- AML/KYC procedures designed
- Beneficial owner identification completed
- Ongoing compliance monitoring planned
7. Banking relationship established?
- Swiss bank identified and preliminary discussions held
- Due diligence documentation prepared
- Source of funds documented
- Transaction flow explanations ready
Completing this checklist before engaging legal counsel saves time. It prevents costly restructuring later. In a recent Ukrainian IT company reorganization valued at €200 million, we used this framework. To identify structural issues early. This allowed us to optimize the holding structure. Before incurring formation costs.
FAQ
SPV formation in Switzerland typically requires 3-6 weeks. From initial documentation to Commercial Register entry. Assuming straightforward structures and responsive parties.
The timeline breaks down as follows:
Complex structures involving FINMA licensing extend timelines. Securities issuance. Or international regulatory coordination. These can take 3-6 months. Bank account opening represents the most variable factor. Some banks complete due diligence within days. Others require weeks for complex international structures.
The timeline breaks down as follows:
- Document preparation and structuring: 1-2 weeks
- Bank account opening and capital deposit: 1-3 weeks (variable based on bank due diligence)
- Notarial certification: 1-3 days
- Commercial Register filing and approval: 5-10 business days
Complex structures involving FINMA licensing extend timelines. Securities issuance. Or international regulatory coordination. These can take 3-6 months. Bank account opening represents the most variable factor. Some banks complete due diligence within days. Others require weeks for complex international structures.
An SPV is created for a narrow, specific purpose. With high legal separation (bankruptcy-remote, limited activities). A standard subsidiary serves as a general business unit. With less risk isolation.
All SPVs are subsidiaries. But not all subsidiaries are SPVs. The key distinctions:
Purpose: SPVs isolate risks and assets for specific projects or transactions. Subsidiaries divide business units under parent control. Without necessarily achieving bankruptcy remoteness.
Legal separation: SPVs maintain complete legal independence. As bankruptcy-remote entities. Subsidiary liabilities are isolated from the parent. But not always remote from parent bankruptcy.
Governance: SPVs operate under limited purpose charters. With restricted decision-making authority. Subsidiaries maintain broader operational discretion.
Accounting treatment: SPVs may qualify for off-balance sheet treatment. Under specific conditions. Subsidiaries typically consolidate on parent financial statements.
All SPVs are subsidiaries. But not all subsidiaries are SPVs. The key distinctions:
Purpose: SPVs isolate risks and assets for specific projects or transactions. Subsidiaries divide business units under parent control. Without necessarily achieving bankruptcy remoteness.
Legal separation: SPVs maintain complete legal independence. As bankruptcy-remote entities. Subsidiary liabilities are isolated from the parent. But not always remote from parent bankruptcy.
Governance: SPVs operate under limited purpose charters. With restricted decision-making authority. Subsidiaries maintain broader operational discretion.
Accounting treatment: SPVs may qualify for off-balance sheet treatment. Under specific conditions. Subsidiaries typically consolidate on parent financial statements.
Yes. An SPV is a distinct legal entity. With its own assets, liabilities, and legal status. Separate from its parent company.
This separate legal personality enables bankruptcy remoteness. Parent company bankruptcy does not affect SPV operations. Or investor claims on SPV assets. The SPV maintains independent records and governance. To prevent asset mixing with the parent.
Legal forms include [corporations (AG in Switzerland), limited liability companies (GmbH), or limited partnerships. This structure protects the parent from SPV liabilities. Beyond the parent's equity contribution.
The separation must be maintained through proper corporate formalities. Separate bank accounts. Independent financial statements. Arm's-length transactions between parent and SPV. And distinct governance structures.
This separate legal personality enables bankruptcy remoteness. Parent company bankruptcy does not affect SPV operations. Or investor claims on SPV assets. The SPV maintains independent records and governance. To prevent asset mixing with the parent.
Legal forms include [corporations (AG in Switzerland), limited liability companies (GmbH), or limited partnerships. This structure protects the parent from SPV liabilities. Beyond the parent's equity contribution.
The separation must be maintained through proper corporate formalities. Separate bank accounts. Independent financial statements. Arm's-length transactions between parent and SPV. And distinct governance structures.
Under IFRS 10, SPV consolidation depends on control. Rather than ownership percentage. If the parent company controls the SPV's relevant activities, consolidation is required. And bears exposure to variable returns. Regardless of ownership stake.
SPVs avoid balance sheet consolidation when:
In securitization structures, banks typically achieve off-balance sheet treatment. By transferring assets to SPVs via true sales. And relinquishing control. The SPV operates according to predetermined rules. With a trustee managing distributions.
However, accounting standards continue to evolve. Companies must obtain accounting opinions. Confirming deconsolidation treatment. For their specific structures.
SPVs avoid balance sheet consolidation when:
- The parent lacks control over SPV decision-making
- The SPV operates under pre-specified rules without parent discretion
- Independent third parties control the SPV
- The structure qualifies as a true sale under accounting standards
In securitization structures, banks typically achieve off-balance sheet treatment. By transferring assets to SPVs via true sales. And relinquishing control. The SPV operates according to predetermined rules. With a trustee managing distributions.
However, accounting standards continue to evolve. Companies must obtain accounting opinions. Confirming deconsolidation treatment. For their specific structures.
Swiss law does not mandate that all directors be Swiss residents. For AG or GmbH structures. Foreign partners can serve as directors. Without Swiss residency.
However, practical considerations often favor having at least one Swiss-resident director. Or authorized signatory:
Important clarification: Swiss companies must be represented by a person residing in Switzerland. With authority to bind the company. This representative does not need to be a director. It can be an authorized signatory or legal representative. For detailed requirements, consult the Swiss resident director guide.
For SPVs engaged in regulated activities requiring FINMA licensing, additional requirements may apply. Regarding management location and substance in Switzerland.
In practice, many international clients appoint a Swiss fiduciary. Or legal representative as authorized signatory. While maintaining foreign directors. This approach satisfies operational requirements. Without mandating director residency.
However, practical considerations often favor having at least one Swiss-resident director. Or authorized signatory:
- Banks prefer Swiss-resident signatories for account opening
- Regulatory authorities may require local representation for certain activities
- Operational efficiency improves with local presence for document signing and administrative matters
Important clarification: Swiss companies must be represented by a person residing in Switzerland. With authority to bind the company. This representative does not need to be a director. It can be an authorized signatory or legal representative. For detailed requirements, consult the Swiss resident director guide.
For SPVs engaged in regulated activities requiring FINMA licensing, additional requirements may apply. Regarding management location and substance in Switzerland.
In practice, many international clients appoint a Swiss fiduciary. Or legal representative as authorized signatory. While maintaining foreign directors. This approach satisfies operational requirements. Without mandating director residency.
Yes. SPVs are legitimate legal instruments. Recognized across multiple jurisdictions. Subject to regulatory oversight.
SPVs function as distinct legal entities. Created to fulfill limited, specific transactional purposes. They take the form of corporations, LLCs, trusts, or partnerships. Depending on jurisdiction and transaction requirements.
Regulatory frameworks govern SPV use. In the United States, the Corporate Transparency Act classifies most SPVs as "covered entities." Requiring beneficial ownership reporting to FinCEN. Switzerland requires SPVs to maintain detailed ownership records. And comply with AML/KYC verification requirements.
The Enron scandal demonstrated that while SPVs serve legitimate purposes, their complexity creates opportunities for abuse. Without proper oversight. Modern regulations address these risks. Including the Sarbanes-Oxley Act in the US. And enhanced AML requirements in Switzerland. Through mandatory disclosure and governance standards.
SPVs remain legal and widely used for legitimate purposes. Project financing. Asset securitization. Risk isolation. And investment structuring. The key is maintaining transparency. Proper governance. And compliance with applicable regulations.
For SPVs engaged in regulated financial activities in Switzerland, consult the license for financial services guide. To determine if FINMA authorization is required.
SPVs function as distinct legal entities. Created to fulfill limited, specific transactional purposes. They take the form of corporations, LLCs, trusts, or partnerships. Depending on jurisdiction and transaction requirements.
Regulatory frameworks govern SPV use. In the United States, the Corporate Transparency Act classifies most SPVs as "covered entities." Requiring beneficial ownership reporting to FinCEN. Switzerland requires SPVs to maintain detailed ownership records. And comply with AML/KYC verification requirements.
The Enron scandal demonstrated that while SPVs serve legitimate purposes, their complexity creates opportunities for abuse. Without proper oversight. Modern regulations address these risks. Including the Sarbanes-Oxley Act in the US. And enhanced AML requirements in Switzerland. Through mandatory disclosure and governance standards.
SPVs remain legal and widely used for legitimate purposes. Project financing. Asset securitization. Risk isolation. And investment structuring. The key is maintaining transparency. Proper governance. And compliance with applicable regulations.
For SPVs engaged in regulated financial activities in Switzerland, consult the license for financial services guide. To determine if FINMA authorization is required.
FINMA licensing adds significant time to the SPV formation process. The timeline varies based on the type of license and complexity of the structure.
For standard financial intermediary licenses, expect 3-6 months. From initial application to approval. This includes:
More complex licenses (such as banking licenses or asset management licenses) can take 6 - 12 months. Or longer.
The key to minimizing delays is thorough preparation. FINMA expects complete documentation. Clear business models. And robust compliance frameworks. From day one. Incomplete applications result in multiple rounds of questions. Extending the timeline significantly.
For standard financial intermediary licenses, expect 3-6 months. From initial application to approval. This includes:
- Pre-application consultation with FINMA (optional but recommended): 2 - 4 weeks
- Preparation of application documentation: 4 - 8 weeks
- FINMA review and questions: 8 - 16 weeks
- Final approval and conditions: 2 - 4 weeks
More complex licenses (such as banking licenses or asset management licenses) can take 6 - 12 months. Or longer.
The key to minimizing delays is thorough preparation. FINMA expects complete documentation. Clear business models. And robust compliance frameworks. From day one. Incomplete applications result in multiple rounds of questions. Extending the timeline significantly.
Yes. Switzerland has become a leading jurisdiction for crypto and blockchain SPVs. Thanks to clear regulatory frameworks and FINMA's progressive approach.
For cryptocurrency projects, the structure depends on the activities:
Token issuance (ICO/ITO): SPVs can issue utility tokens, payment tokens, or asset tokens. FINMA's ICO guidelines classify tokens into categories. Each with different regulatory requirements.
Crypto trading or exchange: Requires FINMA licensing as a financial intermediary. Or potentially a banking license. Depending on services offered.
Crypto custody: Requires FINMA authorization. Switzerland introduced a specific license category for crypto custody in 2020.
DeFi protocols: May operate through SPVs. But regulatory treatment depends on the specific protocol design. And level of decentralization.
The Crypto Valley in Zug has become a hub for blockchain SPVs. Offering specialized legal and banking infrastructure. For crypto projects.
For cryptocurrency projects, the structure depends on the activities:
Token issuance (ICO/ITO): SPVs can issue utility tokens, payment tokens, or asset tokens. FINMA's ICO guidelines classify tokens into categories. Each with different regulatory requirements.
Crypto trading or exchange: Requires FINMA licensing as a financial intermediary. Or potentially a banking license. Depending on services offered.
Crypto custody: Requires FINMA authorization. Switzerland introduced a specific license category for crypto custody in 2020.
DeFi protocols: May operate through SPVs. But regulatory treatment depends on the specific protocol design. And level of decentralization.
The Crypto Valley in Zug has become a hub for blockchain SPVs. Offering specialized legal and banking infrastructure. For crypto projects.
This is where bankruptcy remoteness proves its value. If properly structured, the SPV's assets and operations remain protected. Even if the parent company enters insolvency proceedings.
The key mechanisms that protect the SPV:
Legal separation: The SPV is a distinct legal entity. With its own assets and liabilities. Parent company creditors cannot claim SPV assets.
True sale of assets: If assets were transferred to the SPV via true sale, they legally belong to the SPV. Not the parent. Bankruptcy courts cannot "claw back" these assets.
Non-consolidation opinion: Legal opinions confirm that the SPV will not be consolidated. With the parent's bankruptcy estate. Rating agencies and investors typically require these opinions.
Independent governance: The SPV operates under pre-specified rules. Without parent discretion. This prevents the parent from draining SPV assets. Before or during bankruptcy.
However, bankruptcy remoteness is not automatic. It requires careful structuring. Proper documentation. And ongoing compliance with separateness requirements. Any commingling of assets. Or failure to maintain corporate formalities. Can undermine bankruptcy protection.
The key mechanisms that protect the SPV:
Legal separation: The SPV is a distinct legal entity. With its own assets and liabilities. Parent company creditors cannot claim SPV assets.
True sale of assets: If assets were transferred to the SPV via true sale, they legally belong to the SPV. Not the parent. Bankruptcy courts cannot "claw back" these assets.
Non-consolidation opinion: Legal opinions confirm that the SPV will not be consolidated. With the parent's bankruptcy estate. Rating agencies and investors typically require these opinions.
Independent governance: The SPV operates under pre-specified rules. Without parent discretion. This prevents the parent from draining SPV assets. Before or during bankruptcy.
However, bankruptcy remoteness is not automatic. It requires careful structuring. Proper documentation. And ongoing compliance with separateness requirements. Any commingling of assets. Or failure to maintain corporate formalities. Can undermine bankruptcy protection.
Yes. Swiss SPVs can be registered in one canton. And conduct operations throughout Switzerland. Or internationally.
The choice of domicile canton affects:
Tax rates: Corporate tax rates vary significantly by canton. From 11.9% to 20.5%. Choosing a low-tax canton like Zug or Schwyz can reduce overall tax burden.
Administrative efficiency: Some cantons (like Zug) have more streamlined processes. For company formation and ongoing compliance.
Reputation: Certain cantons (like Zürich and Geneva) carry more international recognition. For financial services.
Substance requirements: If the SPV claims tax benefits. It must demonstrate real economic substance. In the domicile canton. This typically means having a registered office. And conducting management activities there.
For SPVs with minimal operational activity, the domicile choice is primarily driven by tax optimization. And administrative convenience. For SPVs with significant operations, substance requirements become more important.
The choice of domicile canton affects:
Tax rates: Corporate tax rates vary significantly by canton. From 11.9% to 20.5%. Choosing a low-tax canton like Zug or Schwyz can reduce overall tax burden.
Administrative efficiency: Some cantons (like Zug) have more streamlined processes. For company formation and ongoing compliance.
Reputation: Certain cantons (like Zürich and Geneva) carry more international recognition. For financial services.
Substance requirements: If the SPV claims tax benefits. It must demonstrate real economic substance. In the domicile canton. This typically means having a registered office. And conducting management activities there.
For SPVs with minimal operational activity, the domicile choice is primarily driven by tax optimization. And administrative convenience. For SPVs with significant operations, substance requirements become more important.
Both Switzerland and Luxembourg are popular jurisdictions for SPVs. Each offers distinct advantages:
Switzerland advantages:
Luxembourg advantages:
For project finance and infrastructure SPVs, Switzerland often provides better tax optimization. And political stability. For securitization vehicles targeting EU investors, Luxembourg may offer easier market access. Through EU regulatory frameworks.
The choice ultimately depends on the specific transaction structure. Investor base. And regulatory requirements.
Switzerland advantages:
- Lower corporate tax rates in some cantons (11.9-20.5% vs Luxembourg's ~24%)
- Stronger political stability and neutrality
- More extensive double tax treaty network
- Better reputation for financial privacy (within compliant frameworks)
- Clearer regulatory framework for crypto/blockchain projects
Luxembourg advantages:
- Full EU membership (access to EU passporting for financial services)
- More established securitization framework (particularly for ABS/MBS)
- Larger pool of specialized service providers for complex structures
- More flexible corporate forms (including SCSp for private equity)
For project finance and infrastructure SPVs, Switzerland often provides better tax optimization. And political stability. For securitization vehicles targeting EU investors, Luxembourg may offer easier market access. Through EU regulatory frameworks.
The choice ultimately depends on the specific transaction structure. Investor base. And regulatory requirements.
Swiss SPVs offer a fundamentally different value proposition. Compared to traditional offshore jurisdictions:
Switzerland advantages:
Offshore jurisdictions (Cayman, BVI, etc.) advantages:
The trend in recent years has shifted toward onshore jurisdictions like Switzerland. As investors and regulators demand greater transparency. And substance. Offshore SPVs face increasing scrutiny. Under BEPS 2.0. And economic substance requirements.
For institutional investors and regulated activities, Swiss SPVs provide credibility. And regulatory acceptance. That offshore structures increasingly lack. The higher costs are often justified. By reduced reputational risk. And easier access to banking and capital markets.
Switzerland advantages:
- Full regulatory compliance and transparency (no "tax haven" stigma)
- Access to extensive double tax treaty network
- Strong legal system and contract enforcement
- Political stability and reputation
- Ability to conduct regulated financial activities under FINMA supervision
Offshore jurisdictions (Cayman, BVI, etc.) advantages:
- Lower formation and maintenance costs
- Minimal substance requirements
- Greater flexibility in corporate structures
- No corporate income tax (though this advantage has diminished under BEPS)
The trend in recent years has shifted toward onshore jurisdictions like Switzerland. As investors and regulators demand greater transparency. And substance. Offshore SPVs face increasing scrutiny. Under BEPS 2.0. And economic substance requirements.
For institutional investors and regulated activities, Swiss SPVs provide credibility. And regulatory acceptance. That offshore structures increasingly lack. The higher costs are often justified. By reduced reputational risk. And easier access to banking and capital markets.
Need help with SPV registration in Switzerland?
Goldblum and Partners provides comprehensive legal support for SPV formation and administration in Switzerland. Our services include:
We have successfully structured SPVs for international clients. Across fintech, biotech, infrastructure, and investment sectors. Our approach combines technical precision. With practical understanding of cross-border transaction requirements.
What you get on a free consultation:
- Legal structuring and entity selection (AG vs GmbH)
- Preparation of all founding documents and regulatory filings
- Bank account opening support and relationship management
- FINMA licensing assistance for regulated activities
- Ongoing compliance and corporate governance
- Tax optimization and treaty planning
We have successfully structured SPVs for international clients. Across fintech, biotech, infrastructure, and investment sectors. Our approach combines technical precision. With practical understanding of cross-border transaction requirements.
What you get on a free consultation:
- Assessment of your SPV structure requirements
- Preliminary timeline and cost estimate
- Jurisdiction and legal form recommendations
- Regulatory compliance roadmap
- Banking strategy for account opening
Get in touch
Please contact us directly or via email if you require assistance. We are here to help you move forward.
Disclaimer: The information on this website is not intended to constitute legal advice or to create an attorney-client relationship. Laws change periodically; therefore, the information may not be accurate. It is imperative that you seek legal counsel for specific guidance on Swiss employment law and EOR compliance.