On June 10, 2025, the SEC issued a press release announcing that, effective immediately, it would resume processing new and pending registration applications of investment advisers with their principal office and place of business in Switzerland (“Swiss Advisers”). This announcement, together with the companion press release from the Swiss financial regulator, FINMA, marks the end of the SEC’s multi-year moratorium on registering Swiss Advisers under the U.S. Investment Advisers Act.
- The SEC Division of Examinations imposed the moratorium in 2018 because of the perceived potential inability to achieve full compliance with its examination requests from Swiss Advisers due to Swiss regulatory prohibitions. Since that time, the SEC has suspended processing registration applications of Swiss Advisers, as well as firms headquartered in E.U. countries that had implemented the General Data Protection Regulation (the “GDPR”), which governs how the personal data of individuals in the E.U. may be processed and transferred. The moratorium did not place restrictions on investment advisers already registered with the SEC.
- Switzerland is not an E.U. member and, therefore, the GDPR does not apply to Swiss Advisers. Instead, Switzerland has its own regulatory regime granting FINMA the ability to restrict information to be submitted to it by FINMA-supervised Swiss Advisers.
- In 2020, the SEC resumed processing registration applications of investment advisers with their principal office and place of business in the United Kingdom, based on correspondence with the U.K.’s regulator for Data Protection and Freedom of Information. However, registration applications by investment advisers located within other E.U. countries that have implemented the GDPR remain on hold.
The SEC reached an agreement with FINMA regarding (i) the ability of FINMA-supervised, SEC-registered Swiss Advisers to provide their books and records, including clients’ personal data, directly to SEC staff, and (ii) the SEC’s ability to conduct on-site visits of these entities in Switzerland.
Observations
- The agreement between the SEC and FINMA was the product of extensive discussions over several years. These discussions were well underway prior to the 2025 change in administration in the U.S.
- Swiss Advisers interested in registering with the SEC will be required to satisfy SEC requirements to ensure compliance with the U.S. federal securities laws.
- Any Swiss Adviser with a pending application for SEC registration from prior years will be required to file an other-than-annual amendment to its Form ADV to trigger formal consideration of its application by the Division of Examinations.
- We are not aware of any current intention by the SEC to formalize the specifics of its understanding with FINMA in any public agreement or memorandum, beyond the twin press releases referenced above.
- Because of the unique characteristics of Swiss regulations, this month’s welcome resumption of the processing of Swiss Advisers’ applications does not necessarily signal any imminent shift in the Division of Examinations’ position with respect to investment advisers from E.U. countries that remain subject to a moratorium.
- Non-U.S. affiliates (including E.U.-based affiliates) of a Swiss Adviser (once it becomes registered with the SEC) may be able to rely on the SEC staff’s positions on “participating affiliates,” as reflected in the Unibanco line of SEC no-action letters.1 These no-action letters outline how a U.S.-registered adviser may designate personnel of non-U.S. participating affiliates as its “associated persons” for purposes of providing investment advice to its U.S. clients, without those participating affiliates having to register under the U.S. Investment Advisers Act.
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