Side letters, investor onboarding and capital calls: one file per investor, and the 90 days a missing tax form allows
Twelve investors, twelve side letters, three of them with a most-favoured-nation clause. A new investor negotiates a lower fee. Who else must now be offered it, and by when? Meanwhile, a subscription arrived without its tax self-certification. For a reporting Swiss financial institution, the law wants it at account opening, and 90 days after opening, whatever is still missing to check it means closing the account or blocking every payment in and out. The answers are in the documents, spread across hundreds of pages no one has read together since the closing. Which promise is your team about to miss?
The short answer: most of what a fund promises its investors is contract. The fund or partnership agreement sets the rules, and side letters add each investor's own terms: fees, reporting, transfers, the right to be excused from an investment, or a most-favoured-nation clause. Keep one file per investor, each term with the page it comes from. Two duties come from the law. Fund management companies and managers of collective assets are financial intermediaries under the anti-money-laundering act, so their clients are identified and the files kept for at least ten years after the relationship ends. And where the fund is a reporting Swiss financial institution under the automatic-exchange act, each account needs a tax self-certification at opening, valid until a change of circumstances makes it unreliable. A local AI, on servers in Switzerland, Meow's or your own, can extract each investor's terms and duties, check subscription documents and draft notices, while a person approves each one.
Checked against the law on 30 September 2026
What did we promise this investor?
- 90 days
After a new account opens at a reporting Swiss financial institution: if what it needs to check the self-certification is still missing, the account is closed or blocked for every payment in and out until it arrives (AEOIA, art. 11 paras. 8 and 9).
- CHF 250,000
The fine for intentionally breaching the due-diligence duties on accounts. An investor who gives no self-certification or a false one, or hides a change, faces up to CHF 10,000 (AEOIA, arts. 32 and 35).
- 10 years
At least, after the relationship ends, for the anti-money-laundering file of a fund management company or manager of collective assets: both are financial intermediaries under the act (AMLA, arts. 2 and 7).
How to build one file per investor
0 of 8 checked
The fund or partnership agreement, the subscription agreement, the side letter, and every later amendment or consent, each with its date.
Fees and rebates, reporting and information rights, transfer and confidentiality terms, excuse rights, co-investment rights, notices: one line each, with clause and page.
Which investors have one, which terms they may elect, what is excluded, and the window to elect. The clause decides, not the law.
Quarterly and annual reports, capital account statements, tax information: each investor's deadline and format, from the documents.
Signed by those who can bind the investor, the commitment, the investor category, and the identification and beneficial-owner documents the anti-money-laundering file needs (AMLA, arts. 3 and 4).
Where the fund is a reporting Swiss financial institution, obtain it when the account opens. Without it, only an entity reasonably shown to be non-reportable, or another exception, may be taken on (AEOIA, art. 11 paras. 7 and 8).
A new address, nationality or controlling person can make a self-certification incorrect or unreliable; it is valid only until then (AEOIA, art. 11 para. 1).
Each investor's share from its commitment, the notice period and payment details from the agreement, any excuse right it holds, and a person's approval before it leaves.
Ticked them all? The kit turns this into a file for every investor: six situations answered, the eight lines each investor file needs, the rules an AI follows to pull every term and deadline out of the documents, and a plan to test it on your own side letters. Get the kit
What did we promise? Six situations
The kit answers six common situations. Two of them:
- A new account opened under an exception, without a self-certification
- It must arrive, and be checked, within 90 days; otherwise the account is closed or blocked for every payment in and out until it does (AEOIA, art. 11 paras. 8 and 9).
- A self-certification from 2019, and the investor has since moved to another country
- No longer reliable once the move is known, or should be: a self-certification is valid only until a change of circumstances makes it incorrect or unreliable. Ask for a new one (AEOIA, art. 11 para. 1).
- A new investor gets a lower fee, and three others have a most-favoured-nation clause
- In the kit
- An investor with an excuse right for one sector, and a call for an investment in it
- In the kit
- A subscription signed by one director, where the register shows joint signature by two
- In the kit
- An investor asks which reports it is owed
- In the kit
US reporting is separate
US tax reporting under FATCA follows its own agreement with the United States and its own Swiss act. This guide covers the automatic exchange of information under the AEOI Act; check both where a fund reports under each.
Where a local AI helps
Side letters are written to be read one at a time; administration needs them read together. A local model reads every agreement and side letter, builds each investor's file with the page behind every line, and drafts notices and calls, while a person approves. Investor files hold identities, wealth and negotiated terms, so they stay on servers in Switzerland, Meow's or your own.
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