Listing, prospectus and disclosure

The Listing Rules and the Regulatory Board

The admission of shares to the main segment of SIX Swiss Exchange is governed by the Listing Rules, a set of regulations issued by the Regulatory Board of SIX and approved by FINMA. The current version is dated 6 November 2024 and entered into force on 12 May 2025. The first article states their purpose: to give issuers access to exchange trading that is as free and equal as possible and to ensure transparency for investors. An issuer of equity securities must have existed as a company for at least three years and must report equity capital of at least CHF 25 million. At the time of listing, at least 20 per cent of the outstanding securities of the class must be in public ownership, with a capitalisation of at least CHF 25 million.¹

Within this framework the exchange offers several regulatory standards. Issuers may choose between the International Reporting Standard, with financial reporting under IFRS or US GAAP, and the Swiss Reporting Standard, which also admits Swiss GAAP FER. Additional standards exist for investment companies, real estate companies, special purpose acquisition companies and, in the segment called Sparks, for small and medium-sized enterprises with a market capitalisation below CHF 500 million.² The choice of standard determines the accounting framework as well as the index eligibility of the shares and the expectations of international investors, most of whom require the International Reporting Standard.

The Regulatory Board is the rule-making body of the Swiss exchange. It has thirteen members divided into an Issuers Committee, representing listed companies and investors, and a Participants and Surveillance Committee, representing the participants in trading. SER names a representative of UBS as its chairman and one of Bank Vontobel as its vice-chairman. SIX Exchange Regulation AG (SER) describes itself as a self-regulated and independent body that regulates and monitors the SIX exchanges under the supervision of FINMA. It is divided into a unit for Listing and Enforcement, which admits securities to listing and monitors the information obligations of issuers, as well as a unit for Surveillance and Enforcement, which monitors trading, investigates suspicious transactions and cooperates with FINMA and the prosecuting authorities. Sanctions are imposed by a Sanctions Commission of seven members, whose decisions may be appealed to an Appeals Board and finally to the SIX Board of Arbitration. Fines collected are used for research projects and for certified charitable organisations.³

This structure is often described as a separation of powers within the exchange. The Regulatory Board makes the rules, SER applies them and the judicial bodies decide on sanctions. The rules of the Regulatory Board must be submitted to FINMA for approval.⁴ The judicial bodies of SIX are private-law institutions whose decisions rest on the contractual submission of the issuer to the rules of the exchange, which occurs through the application for listing. For international issuers, the result is a disciplinary system that is fast and specialised but that operates outside the ordinary courts.

The prospectus under the Financial Services Act

Until 2019, prospectuses for Swiss public offerings were governed by the rudimentary provisions of the Code of Obligations and, for listings, by the Listing Rules. The Financial Services Act (FinSA, FIDLEG) of 15 June 2018, which entered into force on 1 January 2020, created for the first time a uniform prospectus regime for public offers of securities and for admission to trading on a Swiss trading venue.⁵ The prospectus must contain the essential information on the issuer, the securities and the offer, together with a summary. Before publication it must be reviewed and approved by a reviewing body, whose review covers completeness, coherence and clarity. Responsibility for the accuracy of the information remains with the issuer and the persons responsible for the prospectus, who bear civil liability.

On 28 May 2020 FINMA licensed SIX Exchange Regulation AG and BX Swiss AG as the first reviewing bodies with effect from 1 June 2020. A transitional period of six months followed, so that from 1 December 2020 prospectuses for public offerings and admissions to trading had to be approved in advance by one of these bodies. The reviewing bodies must report important changes to FINMA and submit an annual activity report, although they are not subject to prudential supervision.⁶ In practice, SER’s prospectus office has become the principal reviewing body for Swiss equity and bond issues, while foreign prospectuses approved under the European Prospectus Regulation can in certain cases be recognised in Switzerland without a new review.

The Swiss prospectus regime is lighter than its European counterpart in several respects. The categories of exemption are broad, including offers addressed exclusively to professional clients, offers to fewer than 500 investors and offers with a minimum denomination of CHF 100,000.⁷ The review procedure is also relatively quick. International issuers and banks have welcomed this pragmatism, which contributed to Switzerland’s attractiveness for the listing of bonds and structured products in particular.

Ad hoc publicity

The obligation of a listed company to disclose price-sensitive facts without delay is the cornerstone of market transparency. In Switzerland this obligation is laid down in Article 53 of the Listing Rules, a self-regulatory instrument of the exchange, supplemented by the Directive on Ad hoc Publicity. An issuer must inform the market of price-sensitive facts that have arisen in its sphere of activity. Price-sensitive facts are facts that are capable of triggering a significant change in market prices. Under Article 54, an issuer may postpone disclosure if the fact is based on a plan or decision of the issuer and its dissemination might prejudice the issuer’s legitimate interests, provided that confidentiality is ensured by adequate internal rules and processes.

The rules were revised with effect from 1 July 2021. Since then, an announcement containing price-sensitive facts must be expressly flagged as an “ad hoc announcement pursuant to Art. 53 LR”. The revision abolished the earlier catalogue of facts regarded as price-sensitive per se, with the exception of financial reports, so that each event must now be assessed individually. Issuers must keep their ad hoc announcements on a separate part of their website for three years, and primary-listed equity issuers submit them through the Connexor platform of SIX.⁸

SER enforces the rules consistently. In a decision of 31 March 2023, published on 13 June 2023, the Sanctions Commission of SIX fined Relief Therapeutics Holding SA CHF 125,000. The company had delayed the disclosure of a board member’s refusal to accept election as vice-chairman by about three and a half months, which the Commission classed as intentional, and had repeatedly published price-sensitive information one or more days after a contractual partner had already done so, which it classed as grossly negligent.⁹ Cases of this kind show that the Swiss rules are applied with attention to timing as well as content. For listed companies with a controlling shareholder or with partners abroad, coordination of disclosure between jurisdictions is a recurrent source of risk.

The pending revision of the FinfraG would transfer the ad hoc obligation into federal law and its supervision to FINMA. The change would bring Swiss law closer to the European Market Abuse Regulation, which treats the disclosure of inside information as part of the law against market abuse. It would also end one of the most characteristic features of Swiss self-regulation, in which the exchange has for almost three decades policed the information conduct of its issuers.

Disclosure of significant shareholdings

Anyone who directly, indirectly or in concert with third parties acquires or disposes of shares or purchase or sale rights relating to shares of a company with its registered office in Switzerland whose equity securities are listed in Switzerland, or of a foreign company whose equity securities are mainly listed in Switzerland, must notify the company and the stock exchange when the holding reaches, exceeds or falls below the thresholds of 3, 5, 10, 15, 20, 25, 33⅓, 50 or 66⅔ per cent of the voting rights.¹⁰ The notifications are published by the company and on the electronic platform of the Disclosure Office of SIX, which also issues rulings on questions of interpretation. Breaches of the notification duty are criminal offences under the FinfraG and may lead the court, at the request of FINMA, the company or a shareholder, to suspend the voting rights of the person concerned.¹¹

The disclosure regime has been tested by several contested situations, in particular the building of stakes through derivatives and the question of when shareholders act in concert. The Swiss rules require the disclosure of purchase and sale positions separately, including cash-settled instruments, so that a hidden accumulation of economic interest through total return swaps is caught. The lowest threshold of 3 per cent is lower than the 5 per cent of American law but equal to the lowest threshold of German law. The proposal of the pending revision to abolish it would reduce the administrative burden for asset managers, although it would also reduce transparency for issuers about the build-up of positions in their shares.

Corporate law: the reform of 2023

The law of listed companies is also shaped by the Code of Obligations. On 3 March 2013 Swiss voters accepted the popular initiative “against rip-off salaries”, launched by the Schaffhausen entrepreneur Thomas Minder, with 67.9 per cent of the votes. The initiative required binding annual votes of the general meeting on the remuneration of the board of directors and the executive management of listed companies, prohibited severance payments and advance payments and banned the representation of shareholders by corporate bodies and depositaries.¹² The Federal Council implemented the initiative first through an ordinance, which applied from 2014.

The comprehensive reform of the law of stock corporations, adopted by Parliament on 19 June 2020 and in force since 1 January 2023, transferred these rules into the Code of Obligations. It also introduced a capital band that allows the board to increase or reduce the share capital within limits set by the articles, the possibility of share capital in a foreign currency, virtual general meetings and gender benchmarks for listed companies, under which each sex should be represented by at least 30 per cent on the board and 20 per cent in the executive management. Companies that fall short must explain why. The reform also introduced transparency requirements for companies active in the extraction of raw materials.¹³ For listed companies in Zurich, whose shareholders are increasingly international institutions, the reform brought Swiss corporate law closer to international governance standards while preserving the Swiss preference for flexible, principle-based rules.

Notes

1. SIX Exchange Regulation, Listing Rules (LR), dated 6 November 2024, in force from 12 May 2025, Arts. 1, 11, 15 and 19, https://www.ser-ag.com/dam/downloads/regulation/listing/listing-rules/lr-en.pdf. Arts. 49–56 LR govern the regular reporting obligations, Art. 53 ad hoc publicity and Art. 56 management transactions. Under Arts. 60–61 LR sanctions on issuers may reach CHF 10 million in cases of wrongful intent. ↩
2. Philippe A. Weber and Deirdre Ní Annracháin (Niederer Kraft Frey), “Initial Public Offerings: Switzerland”, Lexology Panoramic, 16 March 2026, https://www.nkf.ch/app/uploads/2026/07/Switzerland-Initial-Public-Offerings.pdf. The authors state that SIX Swiss Exchange had around CHF 1.4 trillion of free-float market capitalisation and 241 listed companies, 97 of them domiciled abroad, and that BX Swiss had 19 listed companies. ↩
3. SIX Exchange Regulation (SER), “We regulate the Swiss stock exchange”, https://www.ser-ag.com/en/about.html. SER describes the separation of rule-making (Regulatory Board), monitoring (SER) and adjudication (judicial bodies) as a separation of powers. ↩
4. SIX Handbooks, “Relevant Regulators”, https://handbooks.six-group.com/en/investor-relations/regulatorisches-umfeld-regelwerk-und-reporting-six/relevante-regulatoren. ↩
5. Federal Act on Financial Services (FinSA) of 15 June 2018, SR 950.1, Arts. 35–57 on the prospectus, bilingual edition, https://www.droit-bilingue.ch/de-en/9/95/950.1-index.html; CMS, “FinSA and FinIA enter into effect on 1 January 2020”, 9 December 2019, https://cms.law/en/che/legal-updates/finsa-and-finia-enter-into-effect-on-1-january-2020-but-a-lot-of-provisions-do-not-apply-immediately. ↩
6. FINMA, media release “FINMA licenses prospectus reviewing bodies”, 28 May 2020, https://www.finma.ch/en/news/2020/05/20200528-mm-prospektpruefstellen/. ↩
7. Art. 36 para. 1 FinSA (exemptions by type of offer), bilingual edition, https://www.droit-bilingue.ch/de-en/9/95/950.1-36-39.html. The provision also exempts offers to investors acquiring securities worth at least CHF 100,000 and offers not exceeding CHF 8 million over twelve months. ↩
8. Andrea Rüttimann, “Ad Hoc Publicity – New Rules and Their Consequences for SIX Listed Issuers”, CapLaw 2021, https://caplaw.ch/2021/ad-hoc-publicity-new-rules-and-their-consequences-for-six-listed-issuers/. The article also describes the best practices for confidentiality during a postponement, including need-to-know access, confidentiality declarations and insider lists. ↩
9. SIX Exchange Regulation, media release “Fine against Relief Therapeutics Holding SA”, 13 June 2023, https://www.ser-ag.com/en/resources/notifications/media-releases/20230613-sanction-relief.html. ↩
10. FinfraG, Art. 120 para. 1, https://www.droit-bilingue.ch/de-fr/9/95/958.1-120-129.html. The article also exempts financial intermediaries acquiring or disposing of shares on behalf of third parties, unless they can exercise the voting rights at their own discretion. ↩
11. Art. 120 FinfraG (duty to notify), Art. 124 FinfraG (duty of the company to publish the information), Art. 144 FinfraG (suspension of voting rights and prohibition of further purchases) and Art. 151 FinfraG (breach of the notification duties), headings as shown in the bilingual edition, https://www.droit-bilingue.ch/de-fr/9/95/958.1-index.html. ↩
12. Wikipedia (English), “2013 Swiss executive pay initiative”, https://en.wikipedia.org/wiki/2013_Swiss_executive_pay_initiative, consulted for orientation. The article gives the result of 67.9 per cent with a turnout of 46 per cent. ↩
13. Federal Office of Justice, “Revision des Aktienrechts”, https://www.bj.admin.ch/de/revision-des-aktienrechts. ↩

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 September 2025.