Buying a Swiss company that already holds a licence or an SRO membership is often the fastest way into the market. It can also be the most expensive mistake of your career. The difference is in what you check before you sign.
The first rule: a licence is not sold in a box. It comes inside a company, with that company’s files, clients, staff and history. You are buying all of it.
1. Does the licence fit your business?
Start with the obvious question that people skip. A company with an SRO membership cannot do discretionary asset management. A portfolio manager cannot take deposits. A licence that is “almost right” usually means a new application, and then the purchase saved you nothing. Map your business model against the licence first, price second.
2. The regulatory history
Ask for, and read:
- Audit reports of the last years, including the regulatory audit, and the management responses.
- Correspondence with FINMA, the supervisory organisation or the SRO: requests, findings, deadlines, sanctions.
- Pending matters: open investigations, complaints, disputes with clients.
A clean company has nothing to hide here. A seller who hesitates is giving you the answer.
3. The anti-money laundering files
Take a sample of client files and test them: identification, beneficial owners, source of funds, risk classification, transaction monitoring. Weak files are not a paperwork problem. They are a liability you inherit, and the first thing a regulator will look at when you ask for anything more.
4. People, capital and banks
- Key people. Who holds the licence in practice? The qualified managers, the compliance officer, the risk manager. If they leave on closing day, does the licence survive?
- Capital. Is the minimum capital really there, in cash, or only as a line on an old balance sheet? Many shell companies discover the difference too late.
- Bank relationships. Custodian banks and the company’s own accounts. Banks do their own review after a change of control. Check that they will stay.
5. The change of control itself
For banks, a change of qualified participation must be reported to FINMA beforehand, and other supervised institutions have equivalent duties. In practice, the new owners go through the same fit and proper review as an applicant. Build that into the timeline, and into the contract:
- Conditions precedent: regulatory non-objection and continued bank relationships before the money moves.
- Escrow for part of the price, released after the closing.
- Warranties on the regulatory history and the client files, with real teeth.
What nobody tells you
The cheapest company is rarely the best deal. A clean company with a slightly higher price saves you months in front of the regulator. A cheap one with a bad history can cost you the licence you just paid for. Our own rule after many transactions: check the past before you discuss the price.
See also our guide to fit and proper requirements.
Read the full series
This article is part of our series on launching and managing funds in Switzerland:
- The L-QIF: Switzerland’s fund without FINMA approval, and what it really requires
- Who counts as a qualified investor in Switzerland? The gate to the L-QIF
- Managing funds in Switzerland: manager of collective assets or fund management company?
- Buy and upgrade, or start fresh? The fastest route to a Swiss CISA licence
- Buying a Swiss regulated company: what to check before you sign (you are reading it)
Looking at a Swiss regulated company to buy, or selling one? Write to us at insight@fintechlex.com.
This article is for general information only and does not constitute legal advice.
