Art. 1b

(Art. 2 para. 2 let. d CISA)

1. For the purpose of applying the CISA and irrespective of their legal status, operating companies which are engaged in entrepreneurial activities are companies:¹
   1. which have either their registered office as defined by their articles of association or their actual registered office in Switzerland or which are established in Switzerland if their registered office as defined by their articles of association is located in another state;
   2. which pursue their activities on a commercial basis or on a scale which requires commercially organised business operations; and
   3. whose main purpose is the management of a services, production or trading business.
2. Operating companies are in particular companies which:
   1. develop or construct real estate;
   2. produce, buy, sell or exchange goods and commodities;
   3. offer other services outside the financial sector.
3. Operating companies are also companies which in the course of their operating activities avail themselves of the services of external service providers or of companies within their group, provided entrepreneurial decisions in day-to-day business operations remain at all times with the company itself by virtue of the express agreement of rights to influence legal relationships, to exert control and to issue directives.
4. Companies in accordance with Article 13 paragraph 2 letters c and d of the CISA²which assume control of the voting rights in companies or sit on the body responsible for the governance, supervision and control of their participations are not deemed to be operating companies.
5. In addition to their entrepreneurial activities, operating companies may also engage in investments. These may, however, merely represent a subordinate or accessory activity with respect to the main purpose.