Financial Services Act (FinSA)

Art. 3FinSA from 2021

Art. 3

For the purposes of this Act:

a.

Financial instruments are:

1.

equity securities:

–

securities in the form of shares including share-like securities allowing for participation or voting rights, such as participation certificates and dividend rights certificates

–

securities which, on conversion or exercise of the rights evidenced by them, enable the acquisition of equity securities, as set forth above, as soon as they have been registered for conversion,

2.

debt instruments: securities not classified as equity securities,

3.

units in collective investment schemes in accordance with Articles 7 and 119 of the Collective Investment Schemes Act of 23 June 2006⁵ (CISA),

4.

structured products, i.e. capital-protected products, capped return products and certificates,

5.⁶

derivatives in accordance with Article 2 letter c of the Financial Market Infrastructure Act of 19 June 2015⁷ (FinMIA),

6.

deposits whose redemption value or interest is risk- or price-dependent, excluding those whose interest is linked to an interest rate index,

7.

bonds: units in an overall loan subject to uniform conditions;

b.⁸

securities are standardised certificated and uncertificated securities, in particular uncertificated securities in accordance with Article 973c of the Code of Obligations (CO)⁹ and ledger-based securities in accordance with Article 973d of the CO, as well as derivatives and intermediated securities, which are suitable for mass trading;

c.

financial services are any of the following activities carried out for clients:

1.

acquisition or disposal of financial instruments,

2.

receipt and transmission of orders in relation to financial instruments,

3.

administration of financial instruments (portfolio management),

4.

provision of personal recommendations on transactions with financial instruments (investment advice),

5.

granting of loans to finance transactions with financial instruments;

d.

financial service providers are persons who provide financial services on a commercial basis in Switzerland or for clients in Switzerland, with the criterion of a commercial basis being satisfied if there is an independent economic activity pursued on a permanent, for-profit basis;

e.

client advisers are natural persons who perform financial services on behalf of a financial service provider or in their own capacity as financial service providers;

f.

issuers are persons who issue or intend to issue securities;

g.

an offer is any invitation to acquire a financial instrument that contains sufficient information on the terms of the offer and the financial instrument itself;

h.

a public offer is an offer to the public;

i.

producers are persons who produce a financial instrument or modify an existing financial instrument, including its risk and return profile or the costs associated with investing in the financial instrument.

⁵ SR 951.31

⁶ Amended by No I 4 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233).

⁷ SR 958.1

⁸ Amended by No I 4 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233).

⁹ SR 220