Holders of qualified participations in banks, securities firms and branches of foreign banks and securities firms must assure proper business conduct. Anyone intending to buy or sell a qualified participation must therefore report to FINMA, as must the institution concerned.
Under the Banking and Financial Institutions Acts, a qualified participation exists when an individual or legal entity directly or indirectly owns at least 10% of the capital or voting rights of a licensed institution or can otherwise influence its business activities in a significant manner. Changes in shareholdings must be reported when the shareholding rises above or falls below the threshold values of 10%, 20%, 33% and 50%.
Foreign control
Changes concerning qualified participations in foreign-controlled institutions require authorisation, as does the transfer of a Swiss-controlled institution to foreign control.
Reporting requirements for financial institutions
Licensed institutions must report parties buying or selling qualified participations to FINMA as soon as they become aware of them. They must update the list of qualified participants at least once a year (within 60 days after the financial year ends). Reporting and updating takes place electronically via the FINMA survey and application platform (EHP).
Reporting requirements for shareholders
All individuals and legal entities must report to FINMA before directly or indirectly buying or selling a qualified participation in a bank, securities firm or branch of a foreign bank or securities firm. They must also report when their shareholding rises above or falls below the threshold values of 20%, 33% and 50%.
The buyer of a qualified participation must declare whether it is being acquired on an own account basis or on a fiduciary basis for a third party and whether options or similar rights are attached to it. The buyer must also guarantee that the influence acquired will not be used in a way that is detrimental to proper and prudential business operations.
Documents
Declaration of the holders of qualified or principal participations (Art. 3 para. 2 lit. cbis BA, Art. 11 FinIA)
