Finder's Fee Agreement For Investment Capital Template for Switzerland

A Finder's Fee Agreement For Investment Capital is a specialized contract that establishes the terms under which a professional intermediary will help your company identify and introduce qualified investors. In Switzerland, this agreement serves as both a commercial arrangement and a compliance tool, ensuring that your capital-raising activities meet stringent regulatory requirements while protecting the interests of all parties involved.

When do you need this document?

You need this agreement when engaging professional finders, investment intermediaries, or brokers to assist with capital raising activities. This includes situations where you're seeking venture capital, private equity, angel investment, or other forms of external funding through third-party introductions. The document becomes essential when you want to formalize the relationship with intermediaries who have access to investor networks, ensuring clear compensation structures and avoiding disputes over successful introductions. You'll also need this agreement to demonstrate regulatory compliance when FINMA or other authorities review your capital-raising activities.

Key legal considerations

Several critical legal elements must be carefully structured in your finder's fee agreement. The definition of "successful introduction" requires precise language to avoid disputes over when fees become payable, typically triggered by completed investment transactions rather than mere introductions. Fee structures must comply with Swiss regulations and industry standards, often calculated as percentages of successfully raised capital with clear payment timelines. Exclusivity clauses need careful consideration, as overly broad restrictions may limit your capital-raising options. The agreement should include robust confidentiality provisions protecting sensitive business information shared during the process. Additionally, you must address potential conflicts of interest and ensure the finder's activities don't inadvertently create securities law violations or breach fiduciary duties to existing shareholders.

Legal requirements in Switzerland

Switzerland imposes specific regulatory requirements on finder's fee arrangements that you must address in your agreement. Under the Federal Act on Financial Services (FinSA), intermediaries providing investment services may require licensing or registration with FINMA, depending on the scope and nature of their activities. Your agreement must include appropriate representations and warranties confirming the finder's compliance with applicable licensing requirements. Anti-money laundering obligations under the Federal Act on Combating Money Laundering require due diligence procedures for both the finder and introduced investors. The Swiss Code of Obligations governs the contractual framework, requiring clear terms on mandate scope, performance obligations, and termination conditions. Additionally, cross-border considerations may trigger additional compliance requirements if the finder operates internationally or introduces foreign investors, potentially invoking tax treaty provisions and international reporting obligations.