Change of Ownership Process of a Swiss SRO-Affiliated Company

The change of ownership process of a Swiss SRO-affiliated company is a notification process, not a prior regulatory approval process. This guide explains the position under the affiliation regulations of SO-FIT, one of the Swiss self-regulatory organisations (SROs), including who must be notified, how, and what supervisory review may follow. Other SROs have their own regulations, which should be checked for the specific company.

Under Swiss law, a financial intermediary affiliated with a Swiss SRO in its capacity as a Self-Regulatory Organisation is subject to the Swiss Anti-Money Laundering Act (AMLA/LBA) and the SRO's Affiliation Regulations.

A change in the ownership or shareholding of an existing SRO-affiliated company is governed by the applicable notification obligations. The regulations do not establish a general requirement to obtain prior regulatory approval for an ordinary transfer of shares.

Article 16(a)(iii) of SO-FIT's Règlement d'affiliation OAR, Version 4.2, effective 29 October 2026, expressly provides:

"L'affilié doit informer immédiatement et complètement SO-FIT [...] de [...] tout changement dans les organes, détenteurs de participation qualifiée, responsable LBA de l'affilié."

English translation: "The affiliated member must immediately and fully inform SO-FIT of any change in its governing bodies, holders of qualifying shareholdings, or AML Officer."

The regulatory wording is unambiguous in establishing an obligation to notify rather than gain approval. It uses the expression "doit informer" (must inform), rather than "doit obtenir une autorisation préalable" (must obtain prior approval).

Furthermore, Article 17 specifies that communications for such change notifications from affiliated members to SO-FIT must be submitted by email.

Neither provision establishes a requirement to submit an ownership transfer for advance authorisation, await regulatory consent, or obtain a formal change-of-control approval before the transfer becomes effective, nor is it that way in practice.

Notification does not eliminate SO-FIT's supervisory responsibilities.

Under Articles 5(d) and 8bis of the same regulations, holders of qualifying shareholdings (generally 10% or more, directly or indirectly) must satisfy applicable reputation and suitability requirements. Their influence must not compromise the sound and prudent management of the affiliated company.

SO-FIT may therefore request supporting documentation, examine the new shareholder's suitability, and take supervisory measures where the continued conditions of affiliation are not satisfied.

Such supervisory review is legally distinct from a mandatory approval procedure for the share transfer itself.

SO-FIT performs separate functions as an SRO and as a prudential supervisory organisation (Organisme de Surveillance, or OS).

The prior-authorisation requirements applicable to certain ownership changes in prudentially supervised institutions must not automatically be applied to companies holding ordinary SRO affiliation under the AMLA, including Virtual Asset Service Providers (VASPs) operating under that affiliation.

For an existing Swiss financial intermediary, including a Virtual Asset Service Provider (VASP), operating solely under SRO affiliation pursuant to the AMLA and not otherwise subject to FINMA prudential authorisation, an ordinary transfer of shares, including a change in holders of qualifying shareholdings, is subject to the applicable SRO notification requirements rather than a generally prescribed prior regulatory change-of-control approval procedure.

The transfer remains subject to applicable corporate law, continuing shareholder suitability requirements, the company's individual affiliation conditions, and any other independently applicable regulatory obligations.

Accordingly, notification should not be represented as a mandatory advance regulatory approval procedure unless a separate applicable legal or contractual provision specifically establishes that requirement.