Legal & Tax
SECA Chapter Legal & Tax
As financial markets are being regulated by laws more and more, SECA rep-resenting Switzerland’s private equity, venture capital and corporate finance industries, admits its responsibility to play an active role in legal and tax con-sultations.
The mission of our chapter is to
- assist above all our members in dealing with the ever more complex le-gal and tax issues in order to promote private equity and related corpo-rate finance transactions in Switzerland.
- follow the developments in our areas of expertise insofar as they relate to private equity and corporate finance;
- defend the interests of our members vis-à-vis the legislative, regulatory, tax and other administrative authorities and
- start, formulate and accompany developments at the legislative level.
The following persons are responsible for the Chapter Legal & Tax:
Recent and Current Issues
With these goals in mind we were and still are very much involved in the development of appropriate private equity vehicles at the legislative level, namely the Swiss Limited Partnership. We keep a close eye on the developments in the area of taxation. While we seek no undue privileges for our industry we engage ourselves in the ongoing debates over taxation of the carried interest, unwarranted taxation of buyout-transactions (“Erbenholding”) and a fair treatment of angel investors. And of course, we formulate and defend the Swiss interests in the current debate over the regu-lation of private equity managers within the European Union.
Model Documents
In addition to our endeavors at the regulatory level we have established the model documentation for the Swiss Limited Partnership (approved by our regulator, FINMA).
This year we started a new working group comprising representatives of the major law firms to draft a comprehensive model documentation for venture capital investments in Switzerland. The model documentation is aimed at transactions in the range of USD 3 – 15m and tailored to the needs and ex-pectations of the Anglo-American investors. The goal is to reduce legal and tax costs to a level which is commensurate with the size of the transaction without compromising on the quality and professionalism of the documenta-tion and investment process. The model documentation will in a first step con-sist of a shareholders agreement, an investment agreement and the related company articles and organization manual.
The various initiatives and activities are reflected to the extent possible in the various document downloads on our website. Currently you can download the German Version of the Swiss Limited Partnership and an English translation thereof. The model documentation for venture capital investments is ex-pected to be ready by the end of this year.
Information on current issues
In addition to the model documents you will find on our site a number of articles and papers dealing with various legal and tax issues in the private equity and corporate finance area. Some of these articles may be in German.
Important notice
We much appreciate your interest in our site and activities and welcome any feedback. We hope that you will find the information and documents on this site a useful starting point but urge you to consult with an expert prior to en-tering any transactions and reaching any decisions.
Kindly note that we provide these services on a pro-bono basis. While we strive to keep our web-site as accurate and up-to-date as possible there will inevitably be a time-lag until our site reflects any new developments. And while the model documents will hopefully facilitate investments in Switzerland they will invariably require adaptations to the particular needs of the transac-tion and the parties in questions.
