Practical guidance: establishing, acquiring and running an asset manager in Lugano

Establishing a new firm

A new portfolio manager in Lugano must obtain its FINMA licence before it starts its activity. The application is filed through FINMA's survey and application platform (EHP) and must be accompanied by the confirmation that a supervisory organisation is prepared to supervise the applicant.¹ In practice the founders therefore approach a supervisory organisation and an audit firm before they approach FINMA. The supervisory organisation reviews the application file before it confirms the affiliation. The file contains the articles of association and the commercial register extract (or the draft for a company in formation), the organizational regulations, a business plan with budgets for three financial years, each in an optimistic, a realistic and a pessimistic scenario, and a description of the target clients and markets. It further includes the risk management and internal control concept, the compliance and anti-money laundering directives, the documentation on the qualified managers and on the persons responsible for administration and management, evidence of the minimum capital and of the collateral or professional indemnity insurance, and the affiliation to an ombudsman office.²

The business plan deserves more care than founders often give it. FINMA and the supervisory organisation examine whether the firm can cover its fixed costs and maintain the own funds required by Article 23 FinIA, and whether its client base and markets are consistent with its organization. A firm that plans to serve mainly Italian residents must explain how it complies with the Italian rules on cross-border services described in Chapter E.IV and how it assesses the tax compliance of its clients, a topic treated in Chapter E.II. A firm that plans to invest in Kryptowerte und Digital Assets must explain how it holds them, since Article 24 paragraph 1 FinIO requires custody with a bank, a securities firm, a DLT trading facility or an equivalent institution.³

If the firm also offers accounting, tax or company administration services, it needs a fiduciario authorized under the cantonal LFid as the person responsible for these activities, and under the practice of the Supervisory Authority that person may in principle be responsible for only one legal entity.⁴ Many founders therefore separate the two businesses into two companies with distinct responsible persons. If the firm forms or administers companies for clients, it must also consider whether the revised AMLA in force since 1 October 2026 requires affiliation with a self-regulatory organisation for these advisory activities.⁵

Acquiring an existing firm

The purchase of a licensed manager is often the faster route into the Lugano market, especially for foreign groups and for banks that want to add an independent platform. Since portfolio managers need not notify FINMA of changes in qualified participations (Art. 11 para. 7 FinIA), the share transfer itself requires no approval. Any change in the persons entrusted with administration and management, in the qualified managers or in the organization, however, does. The buyer usually wants to install at least one director or manager of its own.⁶ The new qualified participants must also enjoy a good reputation (Art. 11 FinIA). The supervisory organisation will examine the new structure in its next review.

The due diligence on a Lugano manager has its own priorities. The buyer must verify that the licence covers the activities actually performed, that the most recent audit and supervisory reports contain no unresolved findings, and that the pending change notifications are complete. It must review the client contracts for compliance with FinSA, the waivers of retrocessions for compliance with BGE 137 III 393 and Article 26 FinSA, and the potential claims of clients for retrocessions received over the last ten years. The tax status of the client base is decisive. A portfolio of Italian clients whose assets were regularized under the voluntary disclosure programme and are reported under the automatic exchange of information carries a different risk from one in which the origin of some assets remains undocumented.⁷ The buyer must also assess the dependence of the clients on the selling owner and the termination clauses in the collaboration agreements with the custodian banks, some of which allow the bank to end the relationship on a change of control.

Notes

1. FINMA, "Vermögensverwalter" (above). ↩
2. FINMA, "Bewilligungsprozess" (portfolio managers and trustees), https://www.finma.ch/de/bewilligung/vermoegensverwalter-und-trustees/bewilligungsprozess/ (submission through the EHP platform and review of the application by the supervisory organisation before it confirms the affiliation); FINMA, Formular Bewilligung für Vermögensverwalter/Trustee nach FINIG, version 01/2025 (orientation copy), https://www.finma.ch/de/~/media/finma/dokumente/dokumentencenter/myfinma/ 1bewilligung/vermoegensverwalter_und_trustees/ausgeklappt-formular-bewilligung-fuer-institute-nach-finig.pdf (documents to be attached, including business plan and budgets for three financial years in three scenarios, anti-money laundering directive with risk analysis, proof of capital, insurance policy and affiliation to an ombudsman office under Art. 16 FinIA). ↩
3. FinIO (above), Art. 24 para. 1. ↩
4. Autorità di vigilanza, Direttiva n. 1 (above). ↩
5. law.ch, June 2026 (above). ↩
6. FinIA (above), Art. 11 para. 7; FINMA, 11 March 2025 (above), on the number of change notifications requiring prior approval. ↩
7. BGE 137 III 393 and BGE 143 III 348 (above); FinSA (above), Art. 26; on voluntary disclosure and the AEOI with Italy see Chapter E.II. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of August 2025.