Financial Services Act (FinSA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only, has no legal force and may not be relied on in legal proceedings.
Chapter 1 Prospectus for Securities
Section 1 General
Art. 35 Duty to publish a prospectus
1 Any person in Switzerland who makes a public offer for the acquisition of securities or any person who seeks the admission of securities to trading on a trading venue in accordance with Article 26 letter a of the FinMIA must first publish a prospectus. 1bis Articles 35 to 57 and 64 to 69 apply by analogy to the admission of DLT securities in accordance with Article 2 letter bbis of the FinMIA to trading on a DLT trading facility in accordance with Article 73a of the FinMIA. 2 If the issuer of the securities does not participate in the public offer, it is not obliged to cooperate with the preparation of the prospectus.
Para. 1 — SR 958.1 Para. 1 — Amended by No I 4 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233). Para. 1bis — Inserted by No I 4 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233).
Art. 36 Exemptions by type of offer
1 A prospectus does not need to be published if the public offer: a. is addressed solely at investors classified as professional clients; b. is addressed at fewer than 500 investors; c. is addressed at investors acquiring securities to the value of at least CHF 100,000; d. has a minimum denomination per unit of CHF 100,000; e. does not exceed a total value of CHF 8 million over a 12-month period. 2 Each public offer for the resale of securities that were previously the subject of an offer in accordance with paragraph 1 is regarded as a separate offer. 3 In the absence of indications to the contrary, the offeror may, for the purposes of this provision, assume that professional and institutional clients have not declared that they wish to be treated as retail clients. 4 A financial service provider need not publish a prospectus for securities offered publicly at a later stage: a. as long as a valid prospectus exists; and b. if the issuer or the persons who have assumed responsibility for
Art. 37 Exemptions by type of securities
1 A prospectus need not be published if the following types of securities are offered publicly: a. equity securities issued outside the scope of a capital increase in exchange for previously issued equity securities of the same class; b. equity securities issued or delivered on the conversion or exchange of financial instruments of the same issuer or corporate group; c. equity securities issued or delivered following the exercise of a right linked to financial instruments of the same issuer or corporate group; d. securities offered for exchange in connection with a takeover, provided that information exists that is equivalent in terms of content to a prospectus; e. securities offered or allocated in connection with a merger, division, conversion or transfer of assets, provided that information that is equivalent in terms of content to a prospectus exists; f. equity securities that are distributed as dividends to holders of equity securities of the same class, provided that information
Art. 38 Exemptions for admission to trading
1 A prospectus need not be published if the following types of securities are admitted to trading: a. equity securities that over a period of 12 months account for less than 20% of the number of equity securities of the same category already admitted to trading on the same trading venue; b. equity securities issued upon the conversion or exchange of financial instruments or following the exercise of rights linked to financial instruments, provided they are equity securities of the same category as those already admitted to trading; c. securities admitted to trading on a foreign trading venue whose regulation, supervision and transparency are acknowledged as being appropriate by the domestic trading venue or whose transparency for investors is ensured in another manner; d. securities for which admission is sought for a trading segment open exclusively to professional clients trading for their own account or for the account solely of professional clients. 2 Exemptions from the duty to pu
Art. 39 Information beyond the scope of the duty to publish a prospectus
In the absence of a duty to publish a prospectus, offerors or issuers shall treat investors alike when sending them essential information on a public offer.
Section 2 Requirements
Art. 40 Contents
1 The prospectus shall contain the essential information for the investor's decision on: a. the issuer and the guarantor and security provider, specifically: 1. the board of directors, management board, auditors and other governing bodies, 2. the most recent semi-annual or annual accounts or, where these are not yet available, information on assets and liabilities, 3. the business situation, 4. the main prospects, risks and litigation; b. the securities to be offered publicly or admitted to trading on a trading venue, specifically the associated rights, obligations and risks for investors; c. the offer, specifically the type of placement and the estimated net proceeds of the issue. 2 The information shall be provided in one of the official languages of the Swiss Confederation or in English. 3 The prospectus shall also contain a clearly understandable summary of the essential information. 4 If the final issue price and the issue volume cannot be stated in the prospectus, it must then in
Art. 41 Exemptions
1 The reviewing body may provide that information need not be included in the prospectus if: a. disclosure would be seriously detrimental to the issuer and omission would not mislead investors with regard to facts and circumstances that are essential to an informed assessment of the quality of the issuer and the characteristics of the securities; b. the information in question is only of minor importance and has no bearing on the assessment of the business situation and the main prospects, risks and litigation of the issuer or of the guarantor and security provider; or c. the information concerns securities traded on a trading venue, and the issuer's periodic reporting over the preceding three years complied with the applicable financial reporting requirements. 2 The reviewing body may to a limited degree provide for further exemptions insofar as the interests of investors remain protected.
Art. 42 Inclusion by reference
The prospectus may contain references to previously or simultaneously published documents in all sections apart from the summary.
Art. 43 Summary
1 The summary should facilitate a comparison with similar securities. 2 The summary must clearly state that: a. it is regarded as an introduction to the prospectus; b. the investment decision must be based not on the summary but on the information contained in the entire prospectus; c. liability for the summary is limited to cases where the information contained therein is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.
Art. 44 Structure
1 The prospectus may consist of a stand-alone document or several individual documents. 2 If it consists of two or more individual documents, it may be broken down into: a. a registration document with information about the issuer; b. a securities note with information on the securities to be offered publicly or admitted to trading on a trading venue; c. the summary.
Art. 45 Base prospectus
1 For debt instruments issued in an offer programme or issued in a continuous or repeated manner by banks in accordance with the BankA or securities firms in accordance with the FinIA, the prospectus may be drafted in the form of a base prospectus. 2 The base prospectus shall contain all the information available at the time of publication on the issuer, the guarantor and security provider and the securities, but not the final terms. 3 The final terms shall be included at least in a version with indicative information at the time of the public offer. At the end of the subscription period, they shall be published in a definitive version and filed with the reviewing body. 4 Approval of the final terms is not necessary.
Para. 1 — SR 952.0 Para. 1 — SR 954.1
Art. 46 Supplementary provisions
Taking account of the specific characteristics of the issuers and securities, the Federal Council shall issue supplementary provisions on: a. the format of the prospectus and the base prospectus, the summary, the final terms and the supplements; b. the content of the summary; c. the minimum information to be contained in the prospectus; d. the documents to which reference may be made.
Section 3 Relaxation of Requirements
Art. 47
1 The Federal Council may grant a relaxation of the duty to publish a prospectus and supplements to issuers that have not exceeded two of the following volumes in the preceding financial year: a. balance sheet total of CHF 20 million; b. turnover of CHF 40 million; c. 250 FTEs on average for the year. 2 It may also grant a relaxation of the requirements particularly to: a. issuers with low market capitalisation on a trading venue; b. issues of subscription rights; c. issuers that regularly offer securities publicly or whose securities are admitted to trading on a foreign trading venue whose regulation, supervision and transparency are acknowledged as being appropriate by a domestic trading venue. 3 It shall grant a relaxation of the requirements uniformly and, in particular, with respect to: a. the type of securities issued; b. the issue volume; c. the market environment; d. the investors' specific requirements for transparent information; e. the business activities and the size of the
Section 4 Collective Investment Schemes
Art. 48 Open-ended collective investment schemes
1 For open-ended collective investment schemes as defined in Title 2 of the CISA, the fund management company (Article 32 FinIA) and the investment company with variable capital (SICAV) (Article 13 paragraph 2 letter b CISA) shall produce a prospectus. 2 The prospectus shall include the fund regulations in cases where interested persons are not notified as to where such regulations may be separately obtained prior to an agreement being concluded or prior to subscription. 3 The Federal Council shall determine which information must be set out in the prospectus apart from the fund regulations. 4 The prospectus and its amendments shall be submitted to FINMA without delay.
Para. 1 — SR 951.31 Para. 1 — SR 954.1
Art. 49 Closed-ended collective investment schemes
1 A limited partnership for collective investment under Article 98 CISA shall produce a prospectus. 2 Specifically, this shall contain the information contained in the partnership agreement in accordance with Article 102 paragraph 1 letter h CISA. 3 For the prospectus of an investment company with fixed capital (SICAF) in accordance with Article 110 CISA, Article 48 applies by analogy.
Para. 1 — SR 951.31
Art. 50 Exemptions
1 No prospectus need be produced for a Limited Qualified Investor Fund (L-QIF). 2 FINMA may exempt collective investment schemes under the CISA from all or some of the provisions of this chapter provided that they are open only to qualified investors in accordance with Article 10 paragraphs 3 and 3ter CISA and the protective purpose of the law is not thereby affected.
Art. 50 — Amended by Annex No 4 of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885). Para. 2 — SR 951.31
Section 5 Review of the Prospectus
Art. 51 Duty
1 The prospectus must be submitted to the reviewing body prior to publication. The reviewing body shall check that it is complete, coherent and understandable. 2 The Federal Council may designate securities whose prospectus must be reviewed only after publication if a bank in accordance with the BankA or a securities firm in accordance with the FinIA confirms that the most important information on the issuers and the securities is known at the time of publication. 3 Prospectuses for collective investment schemes do not have to be reviewed; the foregoing does not apply to the approval requirement for the documentation of foreign collective investment schemes under Article 15 paragraph 1 letter e and Article 120 CISA.
Para. 2 — SR 952.0 Para. 2 — SR 954.1 Para. 3 — SR 951.31
Art. 52 Reviewing body
1 The reviewing body requires a licence from FINMA. FINMA may grant a licence to two or more reviewing bodies provided this is objectively justified. 2 The reviewing body must be organised so as to guarantee the independent fulfilment of its tasks. 3 The reviewing body and the persons responsible for its management must provide the guarantee of irreproachable business conduct. Furthermore, the persons responsible for its management must enjoy a good reputation and have the specialist qualifications required for their function. 4 If the reviewing body no longer fulfils the requirements under this Act, FINMA shall order the measures necessary to remedy the deficiencies. If, within a reasonable period, the reviewing body fails to remedy the deficiencies preventing it from fulfilling its tasks, FINMA shall withdraw its licence. 5 If a private body is not available as a reviewing body, the Federal Council shall designate a body for this task.
Art. 53 Procedure and deadlines
1 The procedure followed by the reviewing body is based on the Administrative Procedure Act of 20 December 1968. 2 The reviewing body shall check prospectuses as soon as they are received. 3 If it ascertains that a prospectus does not meet the statutory requirements, within ten calendar days from the time of receipt it shall notify the submitter of the prospectus accordingly, with reasons, and ask the latter to make the improvements necessary. 4 Within ten calendar days of receiving the rectified prospectus the reviewing body shall decide on whether to approve it. 5 This period is 20 calendar days for new issuers. 6 If the reviewing body fails to issue its decision within the time frames set out in paragraphs 4 and 5, this shall not constitute approval of the prospectus.
Para. 1 — SR 172.021
Art. 54 Foreign prospectuses
1 The reviewing body may approve a prospectus produced under foreign legislation if: a. it was produced in accordance with international standards established by international organisations of securities regulators; and b. the duty to inform, including with regard to providing financial information, is equivalent to the requirements set out in this Act; audited individual financial statements are not required. 2 It may provide that prospectuses approved in certain jurisdictions are considered approved in Switzerland too. 3 It shall publish a list of countries whose prospectus approval is recognised in Switzerland.
Art. 55 Validity
1 Prospectuses shall be valid for 12 months after approval for public offers or admission to trading on a trading venue of securities of the same category and the same issuer. 2 Prospectuses for debt instruments issued by a bank in accordance with the BankA or a securities firm in accordance with the FinIA in an offer programme shall be valid until none of the debt instruments in question is issued in a continuous or repeated manner any more.
Para. 2 — SR 952.0 Para. 2 — SR 954.1
Art. 56 Supplements
1 A supplement to the prospectus must be produced if any new facts arise or are established between the time of approval of the prospectus and final completion of a public offer or opening of trading on a trading venue which could have a significant influence on the assessment of securities. 2 The supplement must be reported to the reviewing body immediately upon occurrence or establishment of the new fact. 3 The reviewing body shall decide whether to approve the supplement within a maximum of seven calendar days. Thereafter, the supplement shall be published immediately. The information contained in the supplement must be added to the summaries. 4 The reviewing body shall maintain a list of facts which by their nature are not subject to approval. Supplements on such facts have to be published at the same time as they are reported to the reviewing body. 5 If a new fact in accordance with paragraph 1 arises during a public offer, the offer period shall end no sooner than two days after
Art. 57 Fees
1 The reviewing body shall charge fees to cover the expenses incurred in its rulings and services. 2 The Federal Council shall regulate the fees. This regulation is based on Article 46a of the Government and Administration Organisation Act of 21 March 1997.
Para. 2 — SR 172.010
Chapter 2 Key Information Document for Financial I
Art. 58 Duty
1 Where a financial instrument is offered to retail clients, the producer must first produce a key information document. 2 It is not required to prepare a key information document for financial instruments which may be acquired for retail clients solely within the scope of a portfolio management agreement. 3 The Federal Council may designate qualified third parties to whom the preparation of the key information document may be assigned. The producer shall remain liable for the completeness and accuracy of the details in the key information document, as well as for compliance with the duties set out in Chapters 2 to 4 (Articles 58 to 68). 4 If financial instruments are offered to retail clients on the basis of indicative details, at least a draft version of the key information document with the relevant indicative information is to be prepared.
Art. 59 Exemptions
1 Persons who offer securities in the form of shares, including share-like securities allowing for participation rights, such as participation certificates, dividend rights certificates and non-derivative debt instruments, are not obliged to prepare a key information document. 2 Documents prepared in accordance with foreign legislation that are equivalent to the key information document may be used instead of a key information document.
Art. 60 Contents
1 The key information document shall contain the information essential for investors to make a well-founded investment decision and a comparison of different financial instruments. 2 In particular, the information shall include: a. the name of the financial instrument and the identity of the producer; b. the type and characteristics of the financial instrument; c. the risk/return profile of the financial instrument, specifying the maximum loss the investor could incur on the invested capital; d. the costs of the financial instrument; e. the minimum holding period and the tradability of the financial instrument; f. information on the authorisations and approvals associated with the financial instrument.
Art. 61 Requirements
1 The key information document must be easy to understand. 2 It is a stand-alone document that must be clearly distinguishable from advertising materials.
Art. 62 Changes
1 The producer shall regularly check the information contained in the key information document and revise it in the event of material changes. 2 The checking and revision of the information contained in the key information document may be assigned to qualified third parties. The producer shall remain liable for the completeness and accuracy of the details in the key information document, as well as for compliance with the duties set out in Chapters 2 to 4 (Articles 58 to 68).
Art. 63 Supplementary provisions
The Federal Council shall issue supplementary provisions on the key information document. It shall regulate in particular: a. its content; b. its scope, language and layout; c. details on how it is to be made available; d. the equivalence of foreign documents with the key information document in accordance with Article 59 paragraph 2.
Chapter 3 Publication
Art. 64 Prospectus for securities
1 The offeror of securities or the person requesting their admission to trading must: a. file the prospectus with the reviewing body after it has been approved; b. publish the prospectus no later than the beginning of the public offer or admission of the securities in question to trading. 2 If a class of equity securities of an issuer is being admitted to trading on a trading venue for the first time, the prospectus must be made available at least six working days before the end of the offer. 3 The prospectus may be published: a. in one or more newspapers with a distribution corresponding to the issue or in the Swiss Official Gazette of Commerce; b. through free-of-charge distribution in printed form at the issuer's registered office or from the office involved in the issue; c. in electronic form on the website of the issuer, the guarantor and security provider, the trading venue or the office involved in the issue; or d. in electronic form on the website of the reviewing body. 4 If th
Art. 65 Prospectus for collective investment schemes
1 The prospectus for a collective investment scheme must be published no later than the beginning of the public offer. 2 For publication, Article 64 paragraphs 3, 4 and 6 apply by analogy.
Art. 66 Key information document
1 If a financial instrument for which a key information document has to be prepared is offered publicly, the key information document must be published no later than the beginning of the public offer. 2 Article 64 paragraphs 3 and 4 apply by analogy.
Art. 67 Changes to the rights associated with securities
1 The issuer shall announce changes to the rights associated with securities sufficiently early to ensure that investors can exercise their rights. 2 The content and scope of the publication shall otherwise be based on the issuing conditions. Article 64 paragraphs 3 and 4 apply by analogy. 3 Special statutory provisions remain reserved.
Chapter 4 Advertising
Art. 68
1 Advertising for financial instruments must be clearly indicated as such. 2 Advertising must mention the prospectus and the key information document for the financial instrument in question, as well as where these can be obtained. 3 Advertising and other information on financial instruments intended for investors must correspond to the details given in the prospectus and the key information document.
Chapter 5 Liability
Art. 69
1 Any person who fails to exercise due care and thereby furnishes information that is inaccurate, misleading or in violation of statutory requirements in prospectuses, key information documents or similar communications is liable to the acquirer of a financial instrument for the resultant losses. 2 With regard to information in summaries, liability is limited to cases where such information is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. 3 With regard to false or misleading information on main prospects, liability is limited to cases where such information was provided or distributed against better knowledge or without reference to the uncertainty regarding future developments.
Chapter 6 Offering of Structured Products and Crea
Art. 70 Structured products
1 Structured products may be offered in or from Switzerland to retail clients with whom there is no permanent portfolio management or investment advice relationship only if these are issued, guaranteed or secured in an equivalent manner by: a. a bank as defined in the BankA; b. an insurance company as defined in the ISA; c. a securities firm as defined in the FinIA; d. a foreign institution that is subject to equivalent prudential supervision. 2 The issuing of structured products to retail clients by special purpose entities is permitted if: a. these products are offered by: 1. financial intermediaries as defined in the BankA, the FinIA and the CISA, 2. insurance companies as defined in the ISA, 3. a foreign institution that is subject to equivalent supervision, and b. collateral corresponding to the requirements under paragraph 1 is guaranteed. 3 The Federal Council shall regulate the requirements for such collateral.
Para. 1 let. a — SR 952.0 Para. 1 let. b — SR 961.01 Para. 1 let. c — SR 954.1 Para. 2 let. a let. 1 — SR 951.31
Art. 71 In-house funds
1 In-house funds of a contractual nature for the purpose of collectively managing the assets of existing clients may be created by banks as defined in the BankA and securities firms in accordance with the FinIA only if said banks and securities firms meet the following conditions: a. they manage clients' participation in the in-house funds exclusively on the basis of a permanent portfolio management or investment advice relationship; b. they do not issue any unit certificates for this; c. they do not offer participation to the public and they undertake no advertising for this. 2 A key information document in accordance with Articles 58 to 63 must be prepared for in-house funds. 3 The creation and dissolution of in-house funds must be notified to the auditors appointed under the relevant supervisory law. 4 In the event of bankruptcy of the bank or securities firm, assets and rights that form part of in-house funds shall be segregated in favour of the investors.
Para. 1 — SR 952.0 Para. 1 — SR 954.1