Facts
The [X. AG] , a Swiss real estate company, was founded on June 5, 2007. The share capital of CHF 100,000.-- was paid up in the amount of CHF 90,000.-- by Z.b[.] , after his father Z.c[.] , a person abroad, had paid CHF 68,000.-- into the account of Z.b[.] the day before. The married couple Z.a[.] and Z.b[.] had liquid assets of around CHF 345,000.-- and an unencumbered property with a cadastral value of CHF 1,437,700.--. However, they also had loan debts to Z.c[.] of around CHF 739,000.--. The [X. AG] acquired a property in February 2008 for a price of CHF 1,866,600.--, which was financed by a loan from Bank [B.] , secured by a mortgage on the private property of the couple.
The Governor of the districts of Hochdorf and Lucerne found that the financial participation of Z.c[.] in the founding of the [X. AG] was subject to the authorization requirement and refused the authorization. The Administrative Court of the Canton of Lucerne dismissed the appeal of the [X. AG] .
Considerations
The Federal Court examined whether the founding of the [X. AG] and the acquisition of the property were subject to the authorization requirement. It found that the [X. AG] was a non-listed real estate company within the meaning of Art. 4 para. 1 lit. e ANRA and that Z.c[.] was a person abroad within the meaning of the law, but not a shareholder of the [X. AG] .
The Federal Court ruled that the foreign financing of the property acquisition is generally not subject to the authorization requirement, unless the agreements, the amount of the loans or the debtor's assets put the buyer or builder in a special dependence on the creditor. It found that the threshold of two-thirds of the…