Limited Partnerships as Collective Investment Schemes

A limited partnership which is a collective investment scheme is a company whose sole purpose is to operate a collective investment scheme for which at least one member (company limited by shares based in Switzerland) has unlimited liability (general partner, who may only hold this office in a single limited partnership which is a collective investment scheme) and whose other members (limited partners) are only liable up to a certain capital investment (limited partnership capital contribution), but both types of partner must be qualified investors pursuant to CISA Article 10 paragraph 3.

The structure of the limited partnership which is a collective investment scheme is presented as follows:

  • External relationship
    • Limited partnership [CO 594 ff.]
    • Not a corporate body
    • Capacity to act, capacity to sue and be sued and capacity to collect debts
    • Management and representation by the general partner
  • Internal relationship
    • General partner
      • Partner with unlimited liability (only one general partner)
      • Legal form of the general partner = company limited by shares based in Switzerland
      • Right to manage and represent
    • Limited partner
      • Partner liable only up to the limited liability capital contribution
      • At least 5 limited partners, within 1 year since launch
      • Qualified investors
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