Fundamentals

The articles in this series explain a subject of Swiss financial and commercial law from the ground up. Each of them sets out the legal framework, the institutions involved and the questions that arise most often in practice, without assuming prior knowledge of Swiss law. They are written for owners, managers and in-house counsel of companies from Asia, the Middle East and Africa who want to understand how a Swiss rule works before they take a decision, and they serve as the starting point for the more detailed practice articles on the same subjects.

Understanding the system first

Swiss law is precise, but it is organised differently from common law systems and from the law of most Asian, Middle Eastern and African countries. Decisions on companies, banks and structures are easier when the reader understands the logic of the Swiss rules before looking at the details.

Switzerland is a federal state with twenty-six cantons, and many matters that are national elsewhere are regulated at cantonal level, including large parts of taxation and the admission of notaries. Private law, by contrast, is largely uniform, with the Civil Code and the Code of Obligations applying throughout the country, so that a company or contract looks much the same in Geneva as in Zurich.

Why the basics matter in practice

Foreign readers often bring assumptions from their home systems that do not hold in Switzerland. The role of the notary in forming a company, the importance of the commercial register, the combination of federal, cantonal and communal taxes and the self-regulatory tradition in the financial sector all influence how a project is planned, how long it takes and what it costs.

A reader who understands these foundations can ask better questions of banks, advisers and authorities and can judge whether a proposed structure fits the purpose it is meant to serve. The fundamentals series is written for that reader, whether a founder, a family member responsible for the family's wealth or an executive preparing a board decision on Switzerland.

In this section

The articles in this series explain one subject each from the ground up: the financial centres, banking and bank client secrecy, FINMA, commodity trading, trade finance, corporate criminal liability, arbitration, tax treaties, holding structures, listings and digital assets. They serve as the starting point for the practice articles.