English as the language of finance

Contracts: English language, Swiss or English law

English entered the Zurich financial centre through the international capital markets of the 1960s and 1970s, when Swiss banks became major participants in the Eurobond market and in international syndicated lending. The documentation of these markets was drafted in English, usually under English or New York law, and Swiss banks adopted it as a matter of course. Today the documentation of international finance is dominated by standard forms produced by industry associations based in London and New York, above all the ISDA Master Agreement for derivatives and the recommended forms of the Loan Market Association for syndicated loans, all drafted in English and usually governed by English or New York law.¹ A Zurich bank that trades derivatives with a London counterparty or participates in a syndicated loan to a multinational borrower will therefore work in English and under a foreign law.

Swiss law nonetheless remains the governing law of choice for a large share of the contracts concluded in Zurich, including many that are drafted in English. Domestic syndicated loans to Swiss borrowers, Swiss bond issues, share purchase agreements for Swiss companies and asset management mandates for Swiss banks are frequently written in English and governed by Swiss law. Swiss private international law gives the parties broad freedom to choose the applicable law in Article 116 of the Federal Act on Private International Law (PILA) and the competent court in Article 5 PILA. The combination of English as the language of the document and Swiss law as the governing law creates the situation described above: an English contract interpreted against a Swiss statute whose binding texts are in German, French and Italian. Lawyers who draft such contracts must use English words for Swiss legal concepts without importing the connotations these words have in English law. A “warranty” in an English-language share purchase agreement under Swiss law takes its meaning from the Swiss rules on the seller’s liability, while a “trust” in a Swiss document must be analysed under the Hague Trust Convention and Swiss private international law.

The advantages of Swiss law as the governing law of international contracts are well known. The Code of Obligations is short, accessible and available in an English translation. Its general principles of contract law are flexible enough to accommodate the structures of international finance. The Swiss courts and the Federal Supreme Court have a long record of commercial jurisprudence, and Swiss law is perceived as neutral by parties from different legal traditions. The disadvantage is linguistic. Swiss contract law is embedded in a body of doctrine and case law written almost entirely in German and French. A foreign party that chooses Swiss law must rely on Swiss counsel to explain the meaning of its own contract, since the commentaries that determine how a clause will be read are largely unavailable in English. Zurich firms publish English-language guides to Swiss law, yet the gap between the English-language literature and the German and French doctrine remains considerable.

English in court

For a long time the civil courts were the last bastion of the official languages. Article 129 of the Civil Procedure Code provided without exception that proceedings be conducted in the official language of the competent canton. The revision of 17 March 2023, in force since 1 January 2025, opened that bastion. Article 129(2) now allows cantonal law to permit the parties, at their joint request, to use another national language or, in international commercial disputes within the meaning of Article 6(4)(c) CPC, English, before the commercial court or the ordinary courts.² The canton of Zurich has used this possibility for the project of a Zurich International Commercial Court, conceived as a chamber of the existing Commercial Court that would conduct international commercial proceedings in English at the request of all parties. The history, the cantonal bill and the limits of the project are discussed in chapter I.I and need not be repeated here.

From the perspective of linguistic infrastructure, two aspects deserve emphasis. The first is that English in court depends on the choice of all parties. Since the official language remains German, a party that has not agreed to English can insist on German proceedings. English is therefore added to the infrastructure without displacing German, which corresponds to the Swiss approach to multilingualism in general. The second aspect is that the reform formalises a practice that had long existed informally. The Zurich Commercial Court already accepts exhibits in English without translation. Depending on its composition, it also conducts settlement hearings with English-speaking parties directly in English. The legislation thus recognises a linguistic capacity that the Zurich judiciary already possessed.³ Appeals to the Federal Supreme Court remain an exception to the English option, since the court conducts proceedings in an official language, with the exception that submissions in arbitration-related appeals may be filed in English under Article 77(2bis) of the Federal Supreme Court Act, introduced with the revision of chapter 12 PILA in force since 1 January 2021.

English in supervision

The Swiss Financial Market Supervisory Authority, FINMA, is a federal authority subject to the Administrative Procedure Act, which provides in Article 33a that proceedings are conducted in one of the official languages, as a rule in the language in which the parties submitted or would submit their requests. In practice FINMA’s rules and publications appear in German and French, often with an English version, and FINMA accepts English in several areas of its work. Its FinTech desk, for example, states that enquiries may be submitted in the official languages German, French and Italian or in English.⁴ FINMA also provides the templates for licence applications of banks in German, French, Italian and English.⁵ Since the internal documents of large international institutions are largely written in English, much of the material that FINMA reviews in their supervision is in English as well.

Administrative law also allows the authority to dispense with translations. The standard teaching materials on Swiss administrative procedure note that the language of the proceedings is normally the language in which the party’s request is formulated. For documents not drafted in an official language they refer to Article 33a(3) and (4) of the Administrative Procedure Act, under which the authority may waive a translation with the consent of the other parties.⁶ The formal decisions of FINMA, its rulings and enforcement decisions, are nevertheless issued in an official language. A foreign bank that receives a FINMA ruling in German must be able to read it, or must have it translated, because the German text is the one that binds it and that will be reviewed by the Federal Administrative Court in St. Gallen. The combination of English as a working language and German as the language of binding acts is typical of the Swiss approach.

English in arbitration

Arbitration is the field in which English has progressed furthest. International arbitration in Switzerland is governed by chapter 12 of the PILA, which leaves the parties free to determine the language of the proceedings. Zurich and Geneva are among the leading seats of international arbitration worldwide. The Swiss Arbitration Centre, which emerged in 2021 from the institution of the Swiss chambers of commerce, registered 100 new cases in 2024. Of these, 82 per cent were international in the sense that at least one party was neither registered nor domiciled in Switzerland, with parties from 37 countries, and proceedings were conducted in English, German, French and Italian.⁷ The revision of chapter 12 PILA in force since 1 January 2021 recognised this reality: it permits the parties to file their submissions to the Federal Supreme Court in English in setting-aside proceedings and contains provisions designed to make Swiss arbitration law more accessible to foreign users.

For the Zurich financial centre, arbitration in English serves as a bridge between the international character of its business and the Swiss character of its law. Banking and financial disputes are frequently resolved by arbitration when one of the parties is a foreign institution or a sovereign. The arbitrators, counsel and experts in such cases often come from several jurisdictions and communicate in English. Swiss law may govern the substance, and Swiss procedural law governs the arbitration, yet the language of the proceedings is English. The Zurich arbitration bar is accordingly one of the most English-proficient groups in the Swiss legal profession, whose members move between German-language state court litigation and English-language arbitration as a matter of routine.

Company language and the expatriate community

In the large banks, insurers and asset managers of Zurich, English has become the corporate language. Board papers, risk reports, compliance manuals and internal communications of institutions with global operations are drafted in English. Some senior managers in Zurich work without professional command of German. The formal documents of Swiss company law remain an exception: applications to the commercial register and the entries themselves must be in an official language of the canton concerned, which in Zurich means German. Where supporting documents such as the articles of association or the minutes of the general meeting are submitted in another language, the register office may require a translation.⁸ A Zurich company can thus carry an English name, conduct its business in English and prepare its board papers in English while filing its statutory documents in German. The combination illustrates how the layers of the linguistic infrastructure divide the work between them.

The expatriate community that sustains this English-speaking world is substantial. The city statistics cited above show that almost fourteen per cent of residents aged fifteen and over named English as a main language in 2019 to 2021. Nationally, 23 per cent of the employed population used English at work in 2023.⁹ The community is served by international schools, English-language media, churches and clubs, and increasingly by public services offered in English. For the financial centre the expatriate community is both an asset and a challenge. It supplies the specialist skills that the local labour market cannot provide in sufficient number. At the same time, a community that lives in English and rarely learns German remains at the margins of Swiss political and social life, which can limit its long-term commitment to the city.

Notes

1. The ISDA Master Agreement (1992 and 2002 versions) provides for a choice between English law and New York law. The Loan Market Association publishes recommended forms primarily under English law. ↩
2. Art. 129 ZPO in the version in force since 1 January 2025 (amendment of 17 March 2023), text reproduced at swissrights.ch, https://www.swissrights.ch/gesetze/Artikel-129-ZPO-2025-DE.php. ↩
3. Regierungsrat des Kantons Zürich, Antrag vom 2. Juli 2025, Vorlage 6034, https://www.zh.ch/bin/zhweb/publish/regierungsratsbeschluss-unterlagen./2025/721/6034_GOG_Aenderung.pdf, discussed in chapter I.I: “Gegenwärtig dürfen Klagebeilagen in englischer Sprache eingereicht werden, was ein Verfahren nicht nur beschleunigt, sondern für die Parteien auch kostspielige Übersetzungen entbehrlich macht.” The report adds that the court and English-speaking parties, depending on the composition of the court, communicate directly in English at the settlement hearing. ↩
4. FINMA, “Authorisation enquiries and ICOs”, https://www.finma.ch/en/authorisation/fintech/unterstellungsanfragen-und-icos/: “Enquiries may be submitted in the official languages (German, French and Italian) or in English to FINMA’s FinTech desk.” ↩
5. FINMA, “Banks: getting licensed”, https://www.finma.ch/en/authorisation/banks-and-securities-firms/getting-licensed/banks/, which offers the application templates in DE, FR, IT and EN. ↩
6. Universität Zürich, Rechtswissenschaftliches Institut, Lehrstuhl Kley, Verwaltungsverfahrensrecht, chapter 4.1.2 “Verfahrensform”, https://www.rwi.uzh.ch/elt-lst-kley/vwvr/verfahren/de/html/chapter_1_12.html. ↩
7. Swiss Arbitration Association, “Swiss Arbitration Centre – Annual Report 2024”, https://www.swissarbitration.org/update-from-the-swiss-arbitration-centre-2024/. About two thirds of the arbitration agreements in new cases still referred to the Centre’s predecessors. ↩
8. Commercial Register Ordinance of 17 October 2007 (HRegV, SR 221.411), bilingual edition at droit-bilingue.ch. Art. 16 para. 4: “Die Anmeldungen sind in einer der Amtssprachen des Kantons abzufassen, in dem die Eintragung erfolgt”, https://www.droit-bilingue.ch/de-fr/2/22/221.411-16-26.html. Art. 29: the entry is made in the language of the application, https://www.droit-bilingue.ch/de-fr/2/22/221.411-29-41.html. Art. 20 para. 4: where supporting documents are submitted in a language that is not an official language of the canton, the register office may require a translation, https://www.droit-bilingue.ch/de-fr/2/22/221.411-20-30.html. ↩
9. SRF News, “Nicht-Landessprachen auf dem Vormarsch”, loc. cit. ↩

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 September 2025.