A SICAF is a limited company as defined in the Swiss Code of Obligations. Its sole object is collective investment. It is not listed on a Swiss stock exchange and its shareholders are not necessarily qualified as required in Article 10 para. 3 CISA.
A SICAF must be authorised by FINMA as an institution (Art. 13 para. 2 let. d CISA) before it can begin operations. FINMA must also approve the SICAF’s constituting documents, namely its articles of association and investment regulations (Art. 15 para. 1 let. d CISA). The following specific authorisation and approval requirements for SICAFs are set out in Article 110 ff. CISA and Article 122 ff. CISO:
Since the institution and the product are inextricably linked, the articles of association must contain provisions for both. Article 626 ff. SCO (Art. 112 CISA) regulates the content of the articles of association. In addition, a SICAF must define investment regulations specifying the investments, investment policy, investment restrictions, risk diversification and the risks associated with the investments (Art. 115 para. 1 CISA).
Some types of investment company are not subject to CISA. Under Article 2 para. 3 CISA, investment companies established as Swiss limited companies are not subject to the law provided that:
If there is any alteration to the basis on which authorisation or approval was originally granted, permission must be obtained from FINMA before operations can be resumed (Art. 16 CISA).
The articles of association, investment regulations and organisational rules must be submitted to FINMA for authorisation/approval (Art. 14 paras. 1 and 2 in conjunction with Art. 7 para. a CISO). Any material changes to the articles of association or investment regulations which have been passed at the SICAF's annual general meeting and approved by FINMA must be published in an official publication (Art. 126 CISO).
Changes in accordance with Article 15 paras. 1 and 3 CISO must be reported to FINMA immediately. FINMA then confirms that the changes comply with the law.
The following documents are available: