Legal Investment Structureinvesting via a Fiduciary
Working with a fiduciary allows our private investors to participate in financing rounds, even when investing smaller amounts than professional or institutional investors.
From a startup’s perspective, managing a large number of individual investors would be complex and time-consuming. The fiduciary simplifies this by acting as a single point of contact and pooling the investments, making the process efficient for both the company and the investors.
The fiduciary holds the investment on your behalf and is recorded as the shareholder in the startup’s share register. However, you remain the beneficial owner. In this capacity, you are entitled to the economic benefits of the investment, including exit proceeds, dividends, and liquidation proceeds. This structure provides the same economic upside and risks as direct ownership while reducing your administrative burden, as the fiduciary handles participation in general meetings and voting.
Verve Investment Syndicates GmbH (VIS) is a wholly-owned subsidiary of Verve Capital Partners AG (VCP). The fiduciary is governed by Swiss law and is a financial intermediary under Article 2 of the Federal Act on Combating Money Laundering and Terrorist Financing (AMLA). It is supervised by VQF, the leading Swiss Financial Services Standards Association, and is subject to independent audits and financial regulations.
No. The fiduciary’s mandate is strictly to hold the shares for your benefit until an exit occurs. It cannot unilaterally sell or transfer the shares to a third party; its primary obligation is to distribute the eventual exit proceeds back to you.
Legally, the fiduciary is the shareholder of record. Your proof of entitlement to the economic proceeds is the countersigned investment instruction notice, a legal agreement signed by both you and the fiduciary for each specific investment.
Verve Capital Partners (VCP) and Verve Investment Syndicates (VIS) are separate legal entities. The bankruptcy of one does not legally trigger the bankruptcy of the other. VIS is separately funded via a portion of transaction fees to ensure its long-term viability. Should the fiduciary itself face dissolution, the holdings can be transferred to a successor fiduciary.
Startup investments are long-term and illiquid. There is no organized secondary market for these shares. Furthermore, sales are typically restricted by a Shareholders’ Agreement (SHA). In most instances, you should expect to hold the investment until a formal exit (such as an acquisition or IPO) occurs.
All investment payments are processed through accounts at Zürcher Kantonalbank (ZKB), Switzerland’s third-largest bank.
In compliance with the Swiss Anti-Money Laundering Act (AMLA/GwG), we are required to verify your identity and the source of your funds. This process is similar to opening a bank account and ensures that the ultimate beneficial owner is clearly identified. All provided information is handled with strict confidentiality.
Your data is accessed by the Verve Ventures operations and compliance teams, as well as Zürcher Kantonalbank. For digital onboarding, we partner with a Swiss-regulated identification provider. When required by law, information may be shared with tax authorities or the specific startup companies in which you hold a beneficial interest.
Tax
- For startups domiciled in Switzerland, the relevant cantonal tax authorities provide companies with official tax valuations. We upload them as soon as portfolio companies share them with us. Typically, this is the value that your tax authorities expect to be declared in your tax declaration.
- For startups domiciled in other countries, we publish the nominal value of your shares, and, where available, attach the latest available financial statements of each company.
- For funds, the Verve Venture Fund I, Verve Venture Fund II, and Verve Digital I, we publish the Net Asset Value (“NAV”) of your shares and attach the latest available annual report. Swiss tax residents can find the funds listed in the Course listings for Federal income tax once the latest NAV is available. If you hold the shares in a custody account, your bank will provide you with a year-end statement. If you are a direct investor, you receive a statement of your holdings at the end of each year from VP Fund Solutions by email.
The tax valuations or financial statements for all the investments made on the Verve Ventures platform can be found in your portfolio. For transactions that are in closing or outstanding convertible loans, there are no tax-related documents.
Not from a tax perspective. Use the official exchange rates to convert the value of your holdings into the currency of your tax statement, as you would do for other financial assets.
The practitioner method that takes earnings into account usually yields a small value for a startup that is not profitable yet. Often, the assets that these companies have are not significant either. The value of a startup in a financing round is based on the earnings potential in the future, not on the current assets or actual earnings. Therefore, the difference between the invested volume and the tax valuation is not an exception but is usually the rule. If the startup is successful and profitable in the future, the tax valuation will rise.
The valuations are not updated every year for every startup in Switzerland. It is completely fine to use an older valuation until a new one is published.
You can download relevant documents by clicking on the top-right button “Data and Tax Export” on your portfolio page. If you choose “Zip”, you will get a file with a list of the tax values and all the official tax valuations if they exist.
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Taxable amounts of convertible loans correspond to their amounts and are displayed as such. There are no tax-related documents for outstanding convertible loans.
It means that you have already transferred your investment amount, but the entire transaction is still in progress. It can take several weeks before all the formalities are completed so we will publish a complete overview of that transaction in your portfolio once everything has been settled.
We publish the Net Asset Value (“NAV”) of your shares and attach the latest available annual report. For investors with the tax domicile in Switzerland, the funds are listed in the Course listings for Federal income tax as soon as the latest NAV is available. If you hold the shares in a custody account, your bank will provide you with a year-end statement. If you are a direct investor, you receive a statement of your holdings at the end of each year from VP Fund Solutions by email.
We strive to provide our clients with best-in-class experience. We have built a new upgraded system and moved our tax-related data to it. Here is what has changed:
- Company Name: We show complete legal names (not the marketing ones) and the countries of registration of each startup that you have invested in, as per the entries in the respective commercial registers.
Transactions: We now show transactions in which you acquired your holdings and their dates. - Currency: Taxable amounts of your holdings are displayed in the nominal currency (CHF/EUR/USD/GBP) of the given company (shares) or your investments (loans and payments). Holdings in any other currency are converted into CHF based on the FX rate as of the end of the given tax year.
- Security Class: Each security type (common and preferred shares, loans, payments) of the same company may have different tax valuations. Those are listed separately per security type.
- Loans: Taxable amounts of convertible loans correspond to their amounts and are displayed as such. There are no tax-related documents for outstanding convertible loans.
General remarks
Tax valuations are updated on a rolling basis. Taxable amounts are indicative only; your tax authorities may use their own methods of assessing the value of your holdings. Verve Ventures always recommends considering obtaining relevant and specific professional advice from a qualified tax adviser. Verve Ventures and/or any manager of the products Verve Ventures offers do not guarantee and are not responsible for the accuracy of any of the information in this report.
General remarks:
Tax valuations are updated on a rolling basis, taxable amounts are indicative only. Your tax authorities may use their own methods of assessing the value of your holdings. The Tax FAQ does not constitute tax advice. Verve Ventures always recommends obtaining relevant and specific professional advice from a qualified tax adviser about their personal tax situation which may differ substantially. Verve Ventures and/or any manager of the products Verve Ventures offers do not guarantee and are not responsible for the accuracy of any of the information in this report. Any liability is excluded to the fullest extent permitted by law.
Our Investment Process
Accredited investors can view active fundraising opportunities via our digital portal. You will have access to executive summaries and comprehensive documentation to facilitate your decision. The process follows three distinct stages:
- Indication of Interest: You specify an intended investment amount (typically a minimum of 10,000 EUR/CHF). This grants you access to confidential documents, including financial projections and term sheets.
- Commitment: Once your due diligence is complete, you commit to a specific amount. We then reserve your allocation in the financing round.
- Execution: We provide a digital link to generate the final investment contracts and share payment instructions.
No. An indication of interest is a preliminary step that allows you to review sensitive financial data and attend founder meetings. While non-binding, we encourage investors to only indicate interest if they have a serious intent to evaluate the startup.
A commitment is a serious intent to participate, though it is not yet the final legally binding contract. It allows us to finalize the round’s structure and reserve your spot. You should only commit once you have reached a definitive decision to invest.
Post Investment Phase
On a semi-annual basis, Verve provides a VC fund-grade report for each startup in your portfolio. These reports are designed to offer a clear, professional overview and include:
- Company Dossier: Qualitative updates on operations and progress toward key milestones.
- Venture Matrix: A structured visualization used to analyze the startup’s strategic position and maturity.
- Key Performance Indicators (KPIs): Tracking of essential financial and operational metrics.
- Financial Reports: You will also receive the annual financial statements for your portfolio companies.
Yes, though follow-on opportunities are selectively managed. Verve’s Investment Team and Investment Committee assess subsequent rounds to ensure they meet strict investment criteria. If a round is approved, it will be proposed to existing investors, who can then choose whether to reinvest or pass on the opportunity.
Startup investments are long-term, illiquid assets that typically require several years to reach a liquidity event. In Switzerland, the average duration from inception to exit is approximately 7.5 years. Investors should plan for a multi-year holding period before expecting potential returns.