The prospectus under the Swiss Financial Services Act

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Since the Financial Services Act (FinSA) took effect in 2020, Switzerland has had a uniform prospectus regime for public offers of securities and for their admission to trading. The rules are modelled in many respects on European practice, yet they include distinctly Swiss features that foreign issuers should know before drafting begins.

When a prospectus is required

Under Art. 35 FinSA, anyone who makes a public offer of securities in Switzerland or seeks their admission to trading on a Swiss trading venue must publish a prospectus in advance. An initial public offering therefore requires a prospectus both because shares are offered to the public and because they are admitted to trading on the exchange.

Content and structure

The prospectus must contain the essential information on the issuer, on the guarantor or collateral provider where relevant, and on the securities and the offer. This covers the business, governance, financial statements, risks, rights attached to the securities and the terms of the offering. A summary written in plain language is mandatory. The prospectus may be drawn up in English, which is the usual choice for international offerings. Details are set out in the implementing ordinance and its annexes.

Approval by the review body

Before publication, the prospectus must be submitted to a review body (Prüfstelle) licensed by FINMA, which checks it for completeness, coherence and comprehensibility. The review body does not verify the accuracy of the content or the merits of the investment. Prospectuses drawn up under certain foreign rules can be approved or deemed approved in a simplified procedure, which may assist issuers already listed abroad.

Exemptions

Art. 36 FinSA exempts certain offers from the prospectus duty, among them offers addressed only to professional clients, offers to fewer than 500 retail investors, and offers requiring a minimum investment or with a minimum denomination of CHF 100,000. Further exemptions apply to admission to trading. The exemptions are technical and should be confirmed case by case.

Prospectus liability

Art. 69 FinSA provides for civil liability of anyone who, in a prospectus, key information document or similar communication, makes inaccurate, misleading or legally non-compliant statements, whether intentionally or negligently. Liability can therefore reach the issuer, its directors, the underwriting banks and other contributors. Criminal provisions apply in addition to civil liability.

What pays off in practice

Treat the summary seriously. Investors and reviewers read it first; it must be consistent with the full document.
Run a proper due diligence. A documented verification process is the best defence against liability claims.
Check exemptions before marketing. A pre-marketing that unintentionally becomes a public offer can trigger the prospectus duty.

How Ressos Legal helps

I advise issuers and their boards on Swiss prospectus requirements, the review body procedure and the management of prospectus liability, including for issuers with foreign prospectuses. 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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