Limited partnerships for collective investment
A limited partnership for collective investment (LP) is a company whose sole object is collective investment. At least one member (the general partner) bears unlimited liability, while the other members (limited partners) are liable only up to a specified amount (the total limited partner’s contribution) (Art. 98 para. 1 CISA). Unless the CISA provides otherwise, the provisions of the Swiss Code of Obligations apply in relation to limited partnerships.
Authorisation and approval requirements
An LP must be authorised as an institution by FINMA before it can begin operations. The constituting document (partnership agreement) also requires approval.
The general licensing and approval requirements for LPs set out in CISA apply, but there are other specific requirements which must be met. The most important of these are:
A general partner must be constituted as a limited company with its registered office in Switzerland and must act solely for one LP (unless they are authorised to operate as asset managers of collective investment schemes, see Art. 98 para. 2 CISA);
General partners must have paid-in capital of at least CHF 100,000 (cf. Art. 118 para. 2 CISO);
Limited partners must be qualified investors as defined in Article 10 para. 3 and para. 3ter CISA (Art. 98 para. 3 CISA);
The partnership exists as soon as it appears in the Commercial Register (cf. Art. 100 para. 1 CISA);
The partnership’s name must contain a description of its legal form or the abbreviation "LP" (cf. Art. 101 CISA).
Since the institution and the product are inextricably linked, the partnership agreement must contain provisions for both. It must be drawn up in writing (Art. 102 para. 2 CISA) and at least contain provisions relating to the points set out in Article 102 para. 1 CISA (company name and its registered office; its purpose; the company name and registered office of the general partners; the amount and scope of the total limited partner’s contribution; the duration; the entry and exit conditions for limited partners; the maintenance of a register of limited partners; the investments, investment policy, investment restrictions, risk diversification, risks associated with investment, investment techniques, delegation of management and representative duties, and involvement of a depository and a paying agent).
Prospectus
As stipulated in Article 49 para. 1 FinSA, the partnership agreement must be supplemented for LPs subject to authorisation by a prospectus, which does not have to be approved by FINMA but must be submitted to FINMA immediately. The prospectus specifically sets out the information contained in the partnership agreement regarding the investments, investment policy, investment restrictions, risk diversification, risks associated with investment, and investment techniques. The partnership agreement and prospectus must be submitted along with the application.
Changes in circumstances
Advance approval must be obtained from FINMA for all product and licence-related changes to the basis on which authorisation was originally granted (Art. 16 CISA and Art. 14 f. CISO), with the exception of a change to the amount or scope of the total limited partner’s contribution (Art. 14 para. 2 let. b. CISO) or to the limited partners (Art. 15 para. 1 let. c CISO). An application to this effect must be submitted to FINMA.
Information and templates
When applying for authorisation, application templates are available on the EHP survey and application platform and the following documents can be used.
Applicants must self-register via the FINMA homepage to gain access to the EHP. Following self-registration and the review by FINMA, they will be able to access the EHP through the FINMA portal via two-factor identification.
