The Financial Market Infrastructure Act

Origins and architecture

The Stock Exchange Act of 1995 had been written for a world of national exchanges. After the financial crisis of 2008, the G20 states agreed at their summit in Pittsburgh in 2009 that standardised over-the-counter derivatives should be cleared through central counterparties and reported to trade repositories. The European Union implemented these commitments through the European Market Infrastructure Regulation (EMIR) of 2012 and revised its rules on trading venues through the second Markets in Financial Instruments Directive and Regulation (MiFID II and MiFIR). A financial centre as closely linked to the European market as Zurich could not remain outside these developments without risking the access of its banks and infrastructures to European clients.¹

On 3 September 2014 the Federal Council adopted its dispatch on a Financial Market Infrastructure Act (FinfraG, in English FMIA or FinMIA). According to the government, the new law was to modernise the regulation of financial market infrastructures and of derivatives trading in line with market developments and international standards, so as to strengthen the stability and competitiveness of the Swiss financial centre on a lasting basis.² Adopted by Parliament on 19 June 2015, the Act entered into force in January 2016.³

The FinfraG took over the substance of the Stock Exchange Act, which it replaced, and combined it with new rules on infrastructures and derivatives. Its structure follows a clear logic. After introductory provisions, it regulates in turn trading venues, central counterparties, central securities depositories, trading systems for distributed ledger technology securities, trade repositories and payment systems. A further title contains the rules of market conduct for all participants, namely derivatives trading, disclosure of shareholdings, public takeover offers, insider dealing and market manipulation. The Act closes with criminal provisions and final provisions. Article 2 defines as financial market infrastructures a stock exchange, a multilateral trading facility, a central counterparty, a central securities depository, a trade repository, a DLT trading facility and a payment system.⁴

The combination of infrastructure law and market conduct law in one statute is a Swiss particularity. The European Union regulates these subjects in separate acts, among them MiFID II and MiFIR for trading venues, EMIR for central counterparties and derivatives, the Central Securities Depositories Regulation, the Market Abuse Regulation and the Transparency Directive. The Swiss legislator preferred a single, relatively compact statute, supplemented by an ordinance of the Federal Council (FinfraV) and ordinances of FINMA. The approach reflects a broader preference of Swiss financial market law for principles in the Act and technical detail in ordinances and self-regulation, a preference that allows rapid adjustment but also demands careful reading of several layers of rules.

Trading venues and self-regulation

The FinfraG distinguishes two kinds of trading venue. A stock exchange is a facility for the multilateral trading of securities on which securities are listed and which aims at the simultaneous exchange of bids between several participants and the conclusion of contracts according to non-discretionary rules. A multilateral trading facility serves the same purpose without listing securities.⁵ The decisive difference is therefore the act of listing, which admits a security to trading according to specific requirements of the exchange, subjects the issuer to ongoing obligations and triggers the application of the rules on disclosure of shareholdings and on public takeovers. Organised trading facilities, which may trade on a discretionary basis, are regulated separately and are typically operated by banks and securities firms.

The central institution of Swiss exchange law remains self-regulation. A trading venue must establish its own regulatory and supervisory organisation, which must be independent of the operating business. It must also issue rules on admission, obligations and exclusion of participants as well as on the admission of securities to trading. For stock exchanges, the rules on listing must take account of internationally recognised standards and require the issuer to comply with ongoing disclosure obligations. The rules require the approval of FINMA. The legislator has thus delegated to a private company the task of setting and enforcing the most important rules for listed companies, while retaining for FINMA the power to approve these rules and to supervise their enforcement.⁶

Central counterparties, securities depositories and trade repositories

Central counterparties interpose themselves between the buyer and the seller of a trade, becoming the buyer to every seller and the seller to every buyer. They thereby concentrate counterparty risk in a single institution that must be robust enough to survive the default of its largest members. The FinfraG therefore requires a central counterparty to hold adequate collateral, to maintain a default fund and to have a waterfall of resources to absorb losses. Central securities depositories hold securities in central custody and operate securities settlement systems. Trade repositories collect and store data on derivatives transactions reported to them and make it available to the authorities.

Several of these infrastructures are systemically important. The Swiss National Bank designates systemically important central counterparties, securities settlement systems and payment systems and sets additional requirements for them in cooperation with FINMA. SIX x-clear, SIX SIS and the Swiss Interbank Clearing system are among the infrastructures that the National Bank has classified as systemically important.⁷ For the Zurich financial centre, the fact that these infrastructures are located in the city and subject to Swiss supervision is itself an element of stability. In a crisis, the Swiss authorities have direct access to the institutions on which the settlement of Swiss franc transactions and Swiss securities depends.

The obligations of derivatives trading

The provisions on derivatives trading implement the G20 commitments. Counterparties must clear over-the-counter derivatives transactions that fall within the categories designated for clearing through a central counterparty authorised or recognised by FINMA. Small non-financial counterparties are exempt.⁸ Derivatives transactions must be reported to a trade repository authorised or recognised by FINMA. In a transaction between a financial and a non-financial counterparty, the financial counterparty reports. Between two financial counterparties, the counterparty that is not small reports, and where both are of the same category the selling counterparty does so. Transactions between small non-financial counterparties need not be reported, and where a transaction is cleared centrally, the central counterparty reports it.⁹ Further obligations concern risk mitigation for non-cleared transactions, including the timely confirmation of terms, portfolio reconciliation and the exchange of collateral, as well as a trading obligation for certain derivatives on authorised trading venues.

For international groups with a Swiss entity, these rules raise practical questions about their interaction with EMIR and with the American regime under the Dodd–Frank Act. The Swiss rules allow compliance with equivalent foreign law to satisfy Swiss obligations in certain circumstances, and FINMA has recognised foreign central counterparties and trade repositories. For corporate treasurers of Swiss industrial companies, whose currency and interest-rate hedging usually falls under the regime for non-financial counterparties, the main practical burden has been the reporting obligation. The introduction of the category of small non-financial counterparty has relieved many of them.

Amendments and the pending revision

The FinfraG has been amended several times. The most significant amendment before 2024 was the introduction of DLT trading facilities by the federal act on the adaptation of federal law to developments in distributed ledger technology, which created a licence for a trading facility for DLT securities in Articles 73a to 73f. In 2023 Parliament anchored in the FinfraG the protective measure for the Swiss stock exchange that the Federal Council had adopted by ordinance in 2018. The amendment entered into force on 1 January 2024 and is discussed in section IX.¹⁰

A comprehensive revision is under way. In September 2022 the Federal Council took note of an evaluation which concluded that the Act had proved itself in most respects since its entry into force, but which identified a need for adjustments because of technological developments and changes in international standards. A consultation draft was published on 19 June 2024 with a consultation period ending on 11 October 2024.¹¹ For listed companies, the draft proposed to abolish the lowest disclosure threshold of 3 per cent, so that the lowest threshold would be 5 per cent, to move the supervision of ad hoc publicity from the self-regulation of the exchange to FINMA, to replace the concept of price-sensitive facts with that of insider information, and to require issuers to keep insider lists for fifteen years. The draft also proposed to publish the names and functions of persons reporting management transactions, in line with European law, and to introduce a new criminal provision for breaches of ad hoc publicity with fines of up to CHF 500,000 for intentional and CHF 100,000 for negligent breaches.¹² In March 2025 practitioners expected the revision to be concluded only after 2025, with the Federal Council preparing its report on the consultation before submitting a bill to Parliament.¹³ Since no revised text could be confirmed as in force when this chapter was completed in September 2026, the following sections describe the Act in its current form.

Notes

1. Federal Council, Botschaft zum Finanzmarktinfrastrukturgesetz (FinfraG), 2014, advance print, https://www.newsd.admin.ch/newsd/message/attachments/36342.pdf. The dispatch refers to the commitments of the G20 of 2009 on the clearing, reporting and platform trading of standardised OTC derivatives and compares the draft throughout with EMIR (Regulation (EU) No 648/2012) and MiFID II/MiFIR. ↩
2. Swiss Federal Council, media release “Bundesrat verabschiedet Botschaft zum Finanzmarktinfrastrukturgesetz”, 3 September 2014, https://www.admin.ch/gov/de/start/dokumentation/medienmitteilungen.msg-id-54305.html. ↩
3. State Secretariat for International Finance (SIF), “Financial Market Infrastructure Act (FinMIA)”, https://www.sif.admin.ch/en/financial-market-infrastructure-act-finmia. The page describes the Act as governing the organisation and operation of financial market infrastructures such as stock exchanges, other trading facilities, payment systems and central counterparties, as well as the conduct of participants in securities and derivatives trading, including measures against insider trading and market manipulation. ↩
4. Bundesgesetz über die Finanzmarktinfrastrukturen und das Marktverhalten im Effekten- und Derivatehandel (Finanzmarktinfrastrukturgesetz, FinfraG) vom 19. Juni 2015, SR 958.1, Art. 2 lit. a, in the bilingual German–French edition, https://www.droit-bilingue.ch/de-fr/9/95/958.1-2-5.html. The official text is published on Fedlex at https://www.fedlex.admin.ch/eli/cc/2015/853/de. ↩
5. FinfraG, Art. 26 lit. a–c, https://www.droit-bilingue.ch/de-fr/9/95/958.1-26-29.html. ↩
6. Arts. 27–36 FinfraG, headed “Selbstregulierung”, “Organisation des Handels”, “Überwachung des Handels”, “Zulassung von Effekten durch eine Börse” and related matters, as shown in the bilingual edition, https://www.droit-bilingue.ch/de-fr/9/95/958.1-index.html. ↩
7. Swiss National Bank, “Financial market infrastructure”, https://www.snb.ch/en/the-snb/mandates-goals/financial-stability/financial-market-infrastructure, which lists SIC, SIX SIS with its settlement system SECOM and SIX x-clear among the systemically important financial market infrastructures overseen by the SNB under the National Bank Act and, since 1 January 2016, the FinfraG; SIX, “Monitoring by the Swiss National Bank (SNB)”, https://www.six-group.com/en/company/governance/monitoring-and-regulation.html. Arts. 22–25 FinfraG govern systemically important financial market infrastructures, see https://www.droit-bilingue.ch/de-fr/9/95/958.1-index.html. ↩
8. FinfraG, Art. 97 (clearing obligation), https://www.droit-bilingue.ch/de-fr/9/95/958.1-97-106.html. ↩
9. FinfraG, Art. 104 (reporting obligation), https://www.droit-bilingue.ch/de-fr/9/95/958.1-104-113.html. ↩
10. State Secretariat for International Finance (SIF), “Measure to protect Swiss stock exchange infrastructure”, https://www.sif.admin.ch/en/protect-swiss-stock-exchange-infrastructure. ↩
11. SIF, “Financial Market Infrastructure Act (FinMIA)”, https://www.sif.admin.ch/en/financial-market-infrastructure-act-finmia. ↩
12. Andrea Rüttimann, “FinMIA Review: New Rules on the Horizon for Swiss-listed Companies”, CapLaw-2024-63, https://caplaw.ch/2024/finmia-review-new-rules-on-the-horizon-for-swisslisted-companies/. The article gives the earliest planned entry into force as 2027. ↩
13. Samir Ainouz (Pestalozzi), “Regulatory Milestones and Projects in Swiss Financial Market Regulation in 2025”, Mondaq, 12 March 2025, https://www.mondaq.com/financial-services/1597430/regulatory-milestones-and-projects-in-swiss-financial-market-regulation-in-2025. ↩

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.