FinSA-Compliant Subscription for Swiss Private-Market Real Estate: A Step-by-Step Explainer

Switzerland's Financial Services Act (FinSA, in force since 1 January 2020) requires every financial service provider to classify its clients before rendering services. The three segments — retail (private) clients, professional clients, and institutional clients — determine which products may lawfully be offered to an investor at all. Private-market real estate participations are typically reserved for qualified investors only: professional and institutional clients under the Collective Investment Schemes Act (CISA), and retail clients who have declared an opting-out into professional status.

Classification is the first structural step and is non-negotiable: if it is skipped or done after the fact, the entire downstream sequence — dealroom, subscription, contracts — runs without a valid legal basis. OwnMore records each investor's FinSA segment as a data point that underlies all subsequent steps, so an opportunity is never presented until eligibility is established.

Running in parallel with FinSA classification — or immediately after — is the Swiss Anti-Money-Laundering Act (GwG). It requires that the investing party is identified, that the natural persons who ultimately own or control it (the beneficial owners) are determined, and that the origin of the capital to be deployed is evidenced. For legal entities such as companies or foundations, the scope of this check is often wider than for natural persons, because multiple layers of control must be disclosed.

Binding steps — reservation, subscription, signing — do not unlock until identity, beneficial ownership and source of funds are fully recorded against the investor and the specific opportunity. This is not a bureaucratic hurdle but a statutory obligation that protects the investor: a participation entered into before onboarding is complete stands on uncertain legal footing and may be challenged after the fact.

Only after classification is complete and onboarding is fully recorded does the digital dealroom open to the investor. Inside the dealroom, the structured investment materials — the memorandum, capital structure, term sheet, permit and contract package — are made available in one versioned environment. Documents render with a per-session watermark tying each view to a named, authenticated user; downloads are logged.

The dealroom is not a public page and not an aggregated property listing. It is a controlled space to which only eligibility-verified investors are admitted, designed so that disclosure obligations under FinSA and the GwG are structurally fulfilled: the right materials reach the right people, in the right order, with full logging.

The subscription itself typically proceeds in three sub-steps. A non-binding indication of interest signals demand to the issuer — it is not a contract and creates no obligation. The reservation secures an allocation subject to a condition precedent: the participation is ring-fenced but only executed after successful subscription and payment. The subscription agreement proper is the binding legal instrument that fixes the investment amount, the capital structure, and the rights and obligations of both parties.

Each of these sub-steps is recorded as a discrete event in the audit chain: time-stamped, referencing the prior block, and therefore immutable. The sequence is not only traceable for internal purposes but provable to external auditors and regulators. OwnMore makes no decision about whether an investment is suitable for an investor — that remains exclusively the investor's and their adviser's responsibility.

Signing of the subscription agreement is done electronically. OwnMore uses a signature backed by email and account verification; each execution is written immediately into the audit chain, referencing the reservation block and the lodged version of the document. This establishes not only that signing occurred, but by whom, when, and against which exact version of the document.

After signing and payment receipt, the participation is executed and sealed in the audit chain. This append-only, SHA-256-based chain is the durable record: it cannot be altered retroactively or selectively deleted. Post-closing reporting — participation confirmation, payment receipt, all subsequent documents — is produced on the same rail, with each document carrying its own hash. OwnMore's audit-chain capability is a technical infrastructure capability, not a statement of historical track record.

OwnMore is not a bank and not a FINMA-regulated custodian. It holds no investor funds in its own name and assumes no fiduciary custody of securities. Custody of participations rests with regulated custodians — custody partnerships are currently being onboarded and will be communicated transparently once effective. OwnMore makes no claim to being FINMA-licensed in any public communication; the platform operates within the existing regulatory framework without itself holding a financial-market licence.

This distinction matters to investors because it determines whom they address with any question about the custody of their investment. The subscription agreement and the audit chain document the transaction completely; the regulated custodian is responsible for booking the participation post-execution.

Subscription through OwnMore is open exclusively to qualified investors under CISA: professional clients (including family offices and large companies under FinSA), institutional clients, and high-net-worth retail clients who have lawfully declared an opting-out into professional status. The platform is not a retail product and not a public offer. Unregistered or unverified users have no access to the dealroom and cannot trigger any binding step.

The platform neither assesses the suitability of a specific investment for a particular investor, nor does it issue investment recommendations. Both remain the exclusive responsibility of the investor and their qualified advisers. The framework OwnMore provides ensures that the statutory access conditions are demonstrably met — nothing more.