Requirements for SRO membership in Switzerland

The requirements for membership in a self-regulatory organization (SRO) in Switzerland are relatively low compared to other forms of regulation. This blog post explains the most important aspects in detail.

Legal form and location requirements

Companies seeking SRO membership have the option of constituting themselves either as a limited liability company (GmbH) or as a stock corporation (AG). Both legal forms offer the advantage of limited liability for the partners or shareholders. The choice of legal form often depends on factors such as the size of the company, the planned capital structure and the long-term business goals. A key requirement is that the company's headquarters are in Switzerland. This means that the actual administration and management must take place from Switzerland. This arrangement ensures that the company is subject to Swiss laws and regulations and that effective supervision by the Swiss authorities is guaranteed.

Capital requirements

The minimum capital requirements vary depending on the legal form chosen. For a GmbH, the required minimum capital is CHF 20,000. For an AG, a higher minimum capital of CHF 100,000 is required. A notable feature of Swiss law is that this capital can also be invested in cryptocurrencies. This flexibility is particularly beneficial for crypto startups and companies in the digital asset space, as they can use their existing crypto capital directly to start the company without having to convert it into fiat currency first.

Organizational structure and responsibilities

The organizational structure for companies with SRO membership is kept relatively lean to facilitate entry into the regulated financial market. The minimum requirements include at least one board member with sole signature rights who must be domiciled in Switzerland. This regulation ensures that at least one person with decision-making authority is accessible to the Swiss authorities and subject to Swiss law. The sole signature rights mean that this person can take legally binding actions on behalf of the company alone.

An Anti-Money Laundering Officer (AML Officer) is also required, who must also be based in Switzerland. This position is central to compliance with anti-money laundering regulations. The AML Officer is responsible for developing, implementing and monitoring internal policies and procedures to combat money laundering and terrorist financing.

Flexibility in compliance

An interesting feature of Swiss regulation is the flexibility regarding the AML officer: this function can also be outsourced. This can be particularly beneficial for smaller companies or startups that may not have the resources to create a full-time position for this function.

Implementation of a compliance framework

An essential part of SRO membership is the implementation of an appropriate compliance framework, with a focus on anti-money laundering (AML) and prevention of terrorist financing (CTF). This framework must include various elements, including risk-based Know Your Customer (KYC) identification and verification, continuous monitoring of business relationships and transactions, training and awareness of employees on AML/CTF issues, procedures for reporting suspicious activities to the relevant authorities, and documentation and retention of relevant records.

The exact requirements of the compliance framework may vary depending on the type and scope of the business activity. It is crucial that the framework is regularly reviewed and adapted to changing laws and risks.