Switzerland’s approach to this activity differs from many countries. There is no single “Swiss Crowdfunding Act.” Instead, existing financial market rules apply. This guide explains which laws matter, when they trigger, and what capital seekers and investors must know. The information here is for educational purposes; always consult qualified legal advisors for your specific situation.
Why Switzerland Has No Crowdfunding Law
Most countries created new laws when crowdfunding started to become popular. Switzerland took a different path. The Swiss Federal Council examined crowdfunding in 2016 and concluded that existing financial regulations already covered the activity[2].
This decision creates both clarity and confusion. The clarity: proven rules apply, not untested new laws. The confusion: you must understand multiple laws to see how they interact.
Four main laws govern crowdinvesting in Switzerland:
- The Banking Act (when platforms handle money)
- The Financial Services Act (FinSA) for investor protection
- The Financial Institutions Act (FinIA) for platform licensing
- The Anti-Money Laundering Act (AMLA) for compliance
Each law has specific triggers. Understanding these triggers helps capital seekers and investors use the system properly.
How Platform Licensing Affects Your Capital Raise
When choosing a crowdinvesting platform, capital seekers should understand the licensing landscape. Platform structure determines what protections exist and what costs apply.
The Direct Payment Model
Most Swiss crowdinvesting platforms operate without a banking license. They achieve this status by avoiding one critical activity: holding investor money.
Here’s how the direct payment model works. An investor commits to a campaign. The platform connects the investor to your company. The investor transfers money directly to your company’s bank account or to an independent escrow provider. The platform itself never touches the funds.
This structure keeps costs lower. The platform acts as a broker, not a financial intermediary. Under the Banking Act, platforms can facilitate transfers without a license if funds move within 60 days[3].
What These Rules Means for Capital Seekers
Choose platforms that are affiliated to the SRO SO-FIT for AML purposes.Many platforms request a “negative ruling,” or a formal confirmation that their business model does not require a license. This ruling provides assurance that the platform operates within Swiss law.
Ask potential platforms:
- Do you use a direct payment model or hold investor funds?
- What escrow arrangements protect investor funds during campaigns?
Prospectus Requirements: When Do They Apply?
When your company offers shares to the public, Swiss law typically requires a prospectus. A prospectus is a detailed legal document describing the offering, your company, and the risks. Creating one costs tens of thousands of francs and takes months.
Most crowdinvesting campaigns avoid this burden by using prospectus exemptions.
Key Exemptions Under FinSA
FinSA provides several exemptions that make crowdinvesting practical[6]:
Professional clients only: Offerings made exclusively to professional clients do not require a prospectus. Professional clients include high-net-worth individuals, regulated financial firms, and companies with professional treasury operations.
Employee offerings: You can offer shares to current or former directors, officers, or employees without a prospectus.
Small offerings: While FinSA includes exemptions based on offering size and investor numbers, specific amounts require verification with legal counsel. Commonly referenced amounts include offerings below CHF 8 million over 12 months or offerings to fewer than 500 non-qualified investors.
Understanding “Public Offering”
An offering is public if directed at an undefined number of people[6]. Offers to existing customers typically count as public. Offers exclusively to professional clients do not.
This distinction matters. A public offering to retail (non-professional) investors triggers the most stringent FinSA requirements. A private offering to professional clients avoids these requirements.
Verifying Your Exemption
Do not assume your campaign qualifies for an exemption. Work with Swiss legal counsel to:
- Determine if your target investors are professional or retail clients
- Calculate your total offering size over 12 months
- Confirm your investor count stays within exemption thresholds
- Document your exemption basis in case of regulatory inquiry
Getting the exemption wrong means your offering was illegal. Swiss securities law takes prospectus violations seriously.
What Investor Protections Apply to Your Campaign
Capital seekers must understand what protections their investors receive. FinSA creates different protection levels based on investor classification and platform services[8].
Client Classification
Your platform must classify each investor as retail, professional, or institutional[7]. Retail clients receive the highest level of protection. Professional clients can opt out of certain protections if they meet net worth thresholds and formally declare their status.
Most crowdinvesting campaigns target retail investors. This classification triggers the strictest disclosure requirements.
Platform Service Levels
The platform’s role determines what duties apply:
Execution-only: If a platform only executes investor orders without advice, no suitability test is required. The platform must clearly inform investors of this limited role. Most crowdinvesting platforms operate this way.
Single transaction advice: If a platform recommends your specific investment, it must conduct an appropriateness test. This test assesses whether each investor has the knowledge and experience to understand the risks.
Portfolio advice: If a platform provides comprehensive advice considering an investor’s entire portfolio, it must conduct a full suitability test. This test evaluates financial situation and investment objectives. Few crowdinvesting platforms offer this service level.
Required Disclosures
Platforms offering your campaign to retail investors must provide[8]:
Risk warnings: All platforms must provide information about investment risks. The Swiss Bankers Association publishes a standard “Risks in Trading with Financial Instruments” brochure that many platforms use.
Key Information Document (KID): For many financial instruments, platforms must provide a KID. This document explains key features and risks in standardized, accessible language. Your company may need to help the platform prepare this document.
Clear advertising: Any advertising must be identified as such. The advertisement must state where investors can obtain the prospectus and KID (if applicable).
What These Rules Mean for Capital Seekers
Understand what protection level your investors receive. Retail investors expect detailed disclosures. Professional investors expect less hand-holding but more sophisticated analysis.
Prepare materials that meet these standards:
- Comprehensive risk disclosures
- Clear financial statements
- Honest assessment of your business challenges
- Transparent use of proceeds
Under-disclosure creates legal liability. Over-promising creates reputation risk.
Platform Compliance with Anti-Money Laundering Rules
Every crowdinvesting platform must comply with Switzerland’s Anti-Money Laundering Act (AMLA). This compliance affects both capital seekers and investors[9].
Why SRO Affiliation Matters
Financial intermediaries not directly supervised by FINMA must affiliate with a Self-Regulatory Organization (SRO)[10]. SO-FIT (Organisme de Surveillance pour Intermédiaires Financiers & Trustees) is one such SRO authorized by FINMA.
SRO affiliation means:
- The platform implements AMLA-compliant procedures
- Regular audits verify compliance
- FINMA supervises the SRO itself
For capital seekers, platform SRO affiliation signals credibility. For investors, this affiliation provides assurance that the platform follows proper compliance procedures.
Know Your Customer Requirements
Platforms must verify the identity of all participants[9]. As a capital seeker, you will provide:
- Corporate documents (articles of association, commercial register entry)
- Identification of beneficial owners
- Source of funds documentation (if raising debt)
- Business model explanation
As an investor, you will provide:
- Government-issued identification
- Proof of address
- Source of wealth documentation (for larger investments)
These requirements protect everyone. They prevent money laundering and terrorist financing. They also reduce fraud risk.
Transaction Monitoring
Platforms monitor transactions for suspicious activity. If a platform detects potential money laundering, it must report to the Money Laundering Reporting Office Switzerland (MROS)[9].
This monitoring means unusual patterns trigger questions. Large cash investments, rapid fund movements, or unclear business purposes all raise flags. Legitimate transactions pass through smoothly. Suspicious patterns may involve delays for analysis.
Corporate Structure Requirements for Capital Seekers
Your company’s legal structure determines whether you can use crowdinvesting effectively.
AG vs. GmbH: Which Structure Works Better
Two main corporate structures exist in Switzerland: the AG (Aktiengesellschaft, or stock corporation) and the GmbH (Gesellschaft mit beschränkter Haftung, or limited liability company)[11].
AG advantages for crowdinvesting:
- Shares transfer easily without complex paperwork
- Shareholders can remain private (not listed in the public commercial register)
- Multiple financing rounds work smoothly
- Investors expect this structure
GmbH limitations:
- Share transfers require formal assignment agreements
- Shareholders appear in the public commercial register
- More administrative burden for each new investor
- Less familiar to institutional investors
Most startups planning crowdinvesting choose the AG structure. The easier share transfer process matters when you have 50, 100, or 200 investors. Shareholders can also protect their privacy.
If your company is currently a GmbH, consider converting to an AG before launching a crowdinvesting campaign[11]. The conversion process takes several weeks and costs several thousand francs, but the benefits are usually worth it.
Information Disclosure Standards
You must provide clear, accurate information to potential investors. If a prospectus is required, its contents are strictly regulated by FinSA. Even without a prospectus, you must follow general transparency principles.
Prepare these materials before launching your campaign:
- Detailed business plan
- Three-year financial projections with assumptions
- Current financial statements (audited if available)
- List of all material risks
- Use of proceeds breakdown
- Existing cap table and dilution impact
- Description of investor rights
Misleading or incomplete information creates legal liability. Courts do not forgive “honest mistakes” when investor money is at stake. If you are unsure whether to disclose something, disclose it.
Shareholders’ Agreements
While not legally required for a campaign, a shareholders’ agreement is essential[12]. This private contract among founders and investors governs rights beyond the articles of association.
Key provisions include:
- Voting rights for different share classes
- Share transfer restrictions and approval processes
- Pre-emptive rights (existing shareholders can buy new shares first)
- Rights of first refusal (company can buy shares before outside sales)
- Tag-along rights (minority investors can join majority sales)
- Drag-along rights (majority can force minority to join sales)
- Exit strategy provisions
Draft your shareholders’ agreement before launching the campaign. Show it to potential investors. This transparency builds trust and prevents future disputes.
Work with legal counsel experienced in Swiss startup law. A poorly drafted shareholders’ agreement creates more problems than having no agreement at all.
Tax Implications for Your Campaign
Switzerland’s tax system affects both companies raising capital and investors providing it.
Taxes Your Company Pays
Issuance stamp tax: A 1% stamp duty applies to equity contributions[13]. However, the first CHF 1 million raised is exempt. This one-time exemption is helpful for early-stage companies.
Plan your equity raises to maximize this exemption. If you need CHF 3 million total, consider raising CHF 1 million via crowdinvesting (exempt), then CHF 2 million via traditional VC (1% tax on CHF 2 million only).
Withholding tax on dividends: Swiss companies pay a 35% withholding tax on dividend payments[14]. This tax is withheld at the source when you pay dividends.
Swiss resident investors can reclaim the full 35% by declaring dividend income in their tax return. Foreign investors may reclaim part of the tax under double taxation treaties. As the company, you must handle the withholding and reporting. The administrative burden increases with more shareholders.
Taxes Your Investors Pay
Understanding investor tax treatment helps you position your offering effectively.
Capital gains: Capital gains on shares sold by private individuals are generally tax-exempt[14]. This exemption is a key feature of Swiss tax law. It applies as long as the investor is not classified as a professional securities dealer.
This tax advantage makes startup investing attractive to Swiss retail investors. They pay no tax on successful exits.
Wealth tax: Investors must declare the value of their shares as part of their total wealth. Annual cantonal wealth tax applies. Tax authorities use formulas combining asset value and capitalized earnings to assess unlisted share values.
Wealth tax rates vary by canton (typically 0.3% to 1% annually). For most investors, this tax burden is modest compared to potential upside.
Income tax on dividends: dividend income is taxed as regular income at the investor’s marginal tax rate (after reclaiming the 35% withholding). This tax treatment discourages dividend payments from growth companies. Most startups reinvest profits rather than paying dividends.
Recent Regulatory Developments
Switzerland’s regulatory framework continues to evolve, though no specific crowdfunding law is currently proposed.
FinSA Circular (January 2025)
FINMA finalized a circular on FinSA rules of conduct, which entered into force on January 1, 2025[15]. This circular creates uniform standards for providing information to clients. A transitional period for some provisions runs until June 30, 2025.
For capital seekers and investors, this circular means more consistent disclosure standards across platforms. Platforms must follow the same information duties regardless of their specific business model.
No EU Alignment
Unlike some jurisdictions, Switzerland has not adopted EU crowdfunding regulations. In March 2025, the Swiss parliament approved a mutual recognition agreement with the United Kingdom instead[16]. This approach favors bilateral agreements over broader EU alignment.
This independence means Swiss crowdinvesting operates under Swiss rules. EU-based investors can participate, but Swiss law governs the offering. Swiss companies can market to EU investors. They may need to meet different compliance requirements in specific EU member states.
Platforms must demonstrate robust cybersecurity. Data breaches exposing investor information face serious regulatory consequences. Capital seekers should verify that their chosen platform has proper security measures in place.
What Investors Should Verify Before Participating
Investors evaluating crowdinvesting opportunities should verify several regulatory compliance points[8].
Platform Regulatory Status
Ask the platform:
- Are you affiliated with an SRO like SO-FIT?
- Do you have a negative ruling confirming no license is required?
- How do you handle investor funds (direct payment, escrow, or holding)?
Legitimate platforms answer these questions clearly.
Your Classification
Confirm how the platform classifies you:
- Are you classifying me as a retail or professional client?
- What protections apply to my classification?
- If I am a professional client, can I opt out of protections?
Most crowdinvesting investors are classified as retail clients. This classification provides maximum protection and means you will receive extensive disclosures.
Available Documentation
Before investing, verify you have received:
- Risk warnings specific to the investment type
- Key Information Document (if required)
- Prospectus (if required, or confirmation that an exemption applies)
- Company financial statements
- Clear explanation of your shareholder rights
Missing documentation suggests non-compliance. Do not invest without proper disclosures.
Dispute Resolution Process
Confirm the platform is affiliated with a recognized ombudsman’s office[8]. This affiliation provides accessible mediation if disputes arise. Ask:
- Which ombudsman’s office handles complaints?
- What is the complaint process?
- How long does resolution typically take?
Access to an ombudsman is mandatory for platforms providing financial services. No ombudsman affiliation is a regulatory red flag.
Practical Steps for Capital Seekers
Before launching a crowdinvesting campaign, complete these regulatory preparation steps:
Corporate structure review: Convert from GmbH to AG if needed. Verify your articles of association allow for the capital increase you plan. Update commercial register entries if outdated.
Legal counsel engagement:Retain Swiss counsel experienced in securities law and crowdinvesting. Do not rely on platform-provided templates alone. Your legal counsel should review all campaign materials.
Prospectus exemption verification: Work with counsel to confirm which exemption applies to your campaign. Document the analysis in writing. Keep this documentation in your corporate records.
Shareholders’ agreement drafting: Prepare a comprehensive shareholders’ agreement. Circulate it to potential lead investors for feedback. Finalize before campaign launch.
Financial documentation preparation: Prepare audited or reviewed financial statements. Develop detailed three-year projections. Document all assumptions. Identify and disclose all material risks.
Platform selection: Evaluate multiple platforms. Compare fees, investor base, regulatory compliance, and track record. Select the platform that best fits your company stage and sector.
Campaign materials review: Have legal counsel review all public-facing campaign materials. Verify all statements are accurate and not misleading. Add necessary risk warnings and disclaimers.
Tax planning: Consult with tax advisors on stamp duty optimization, withholding tax procedures, and investor tax implications. Plan your capital raise structure to maximize tax efficiency.
Do not rush this preparation. Campaigns launched without proper regulatory groundwork face delays, regulatory inquiries, or campaign failures.
Practical Steps for Investors
Before investing in a crowdinvesting campaign, complete these due diligence steps:
Platform verification: Research the platform’s regulatory status. Check FINMA’s public registry for licensed entities. Verify SRO affiliation if the platform claims it.
Company research: Review all provided financial documents. Search the commercial register for the company’s current status. Verify founders’ backgrounds through the web and public records.
Risk assessment: Read all risk disclosures carefully. Only invest amounts you can afford to lose.
Liquidity understanding: Crowdinvested shares are generally illiquid (not easily sold for cash). Plan to hold for a few years. Do not invest emergency funds or money you need in the near term.
Portfolio diversification: Do not invest all your alternative capital allocation in one campaign. Spread investments across multiple companies, sectors, and stages. Portfolio diversification reduces the impact of any single failure.
Tax consultation: Consult with tax advisors on wealth tax implications. Understand how the shares will be valued for wealth tax purposes. Confirm your understanding of capital gains tax exemption eligibility.
Shareholder rights review: Read the shareholders’ agreement carefully. Understand your voting rights, transfer restrictions, and exit provisions. Ask questions if anything is unclear.
Do not invest based on excitement alone. Regulatory compliance protects you, but only if you verify it exists.
CapiWell's Regulatory Position
CapiWell operates through Monty Capital SA, which is affiliated with SO-FIT, a FINMA-recognized Self-Regulatory Organization[10]. This affiliation means the platform operates under Swiss Anti-Money Laundering Act compliance, with ongoing supervision and regular audits.
Monty Capital SA acts as a financial intermediary. It does not provide regulated asset management or financial advisory services. This structure reflects the regulatory approach outlined in this guide: platforms that facilitate connections between capital seekers and investors while implementing robust compliance frameworks.
The multi-asset approach (spanning real estate, SME lending, and startup equity) operates within the same regulatory architecture explained throughout this article. Each asset class follows its specific rules (Banking Act for lending, FinSA for securities offerings, AMLA for all intermediation), unified under SO-FIT supervision.
For capital seekers, this regulatory structure means your campaigns operate within Switzerland’s established financial market framework. For investors, SO-FIT affiliation provides assurance that your capital flows through a supervised intermediary rather than an unregulated platform.
Disclaimer: This article provides general educational information about Swiss crowdinvesting regulations. It does not constitute legal, tax, or investment advice. Regulatory requirements vary based on specific facts and circumstances. Companies, platforms, and investors should consult qualified Swiss legal and tax advisors before engaging in crowdinvesting activities. Regulations change. Verify current requirements with FINMA and legal counsel before proceeding with any capital raise or investment.
References
[1] Crowdfunding Monitor 2025, Lucerne University of Applied Sciences and Arts (HSLU)
[2] Loyens & Loeff, “How to do crowdfunding in Switzerland?” (2025)
[3] FINMA, “Crowdfunding Factsheet”
[4] FINMA, “FinTech Licence”
[5] Grant Thornton, “FINMA brings new FinSA circular into force” (2025)
[6] MME, “Same purpose, different approach: the Prospectus Requirements according to FinSA”
[7] Julius Baer, “Financial Services Act (FinSA) Information for clients” (2025)
[8] VISCHER, “The Duties of Conduct under the Financial Services Act (FinSA)”
[9] Pestalozzi Attorneys at Law, “Crowdfunding: Requirements under Swiss law”
[10] SO-FIT, “Supervisory Organisation for Financial Intermediaries & Trustees”
[11] LEXR, “Conversion of a GmbH into an AG – How it Works”
[12] Swiss Startup Association, “Intro to Shareholders’ Agreements” (2020)
[13] PwC, “Switzerland – Corporate – Other taxes”
[14] Moneyland.ch, “Taxes on Dividends and Capital Gains in Switzerland Explained”
[15] Grant Thornton, “FINMA brings new FinSA circular into force” (2025)
[16] Almeida, T., “Alternative Investment Funds Laws and Regulations Report 2025 Switzerland,” ICLG (2025)
[17] Almeida, T., “Alternative Investment Funds Laws and Regulations Report 2025 Switzerland,” ICLG (2025)
[18] KMU Admin, “The agreement binding on all shareholders”
