Preparing a company for an IPO in Switzerland

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Most of the work that decides whether an IPO succeeds happens long before the prospectus is drafted. Investors, banks and the exchange expect a company whose legal structure, governance and financial reporting are already at the standard of a listed issuer.

Corporate housekeeping

The first step is a legal review of the group. Shareholdings must be traceable through complete share registers and transfer documentation; articles of association, organisational regulations and shareholder agreements must be up to date; and intragroup contracts, licences and permits should be documented. Shareholder agreements containing veto rights or transfer restrictions usually have to be terminated or adapted, because they are incompatible with a freely tradable listed share. In many cases the group holding is moved to, or created in, Switzerland, which requires careful tax and corporate planning.

Board composition and committees

A listed company needs a board that investors trust. In practice this means a sufficient number of non-executive and independent members, relevant industry and capital markets experience, and functioning committees for audit, compensation and nomination. Under the Code of Obligations, members of the compensation committee of a listed company are elected individually by the general meeting. Recruiting suitable independent directors takes time and should start early.

Internal controls and reporting

The board is responsible for the financial control system. In an ordinary audit, the auditor confirms the existence of an internal control system over financial reporting under Art. 728a CO. A listed issuer must also be able to produce timely periodic reports and to identify and release price-sensitive information without delay, which requires clear internal processes, a disclosure committee and trained staff.

Audit by a state-supervised audit firm

Public companies in Switzerland must be audited by an audit firm under state supervision, licensed and overseen by the Federal Audit Oversight Authority. Where the current auditor lacks that licence, a change of auditor has to be prepared early, so that the audited historical financial statements required for the listing are issued by an eligible firm.

What pays off in practice

Run a pre-IPO legal audit. It reveals gaps in the group structure while there is still time to fix them.
Recruit independent directors early. Investors assess the experience and independence of the board as a whole.
Test the reporting cycle. A dry run of half-year reporting under listed-company deadlines shows where processes break.

How Ressos Legal helps

I advise founders, family shareholders and boards on preparing their company for a Swiss IPO, including restructuring the group and building governance that meets investor expectations. Contact me for a first conversation.

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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