Financial Services Ordinance (FINSO)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only, has no legal force.
Chapter 1 Prospectus for Securities
Section 1 General information
Art. 43 Definition of prospectus
(Art. 35 FinSA) 1 A prospectus within the meaning of Article 35 FinSA is a document which satisfies the requirements set out in Articles 40–49 FinSA and: a. has been approved by a reviewing body or in accordance with Article 51 paragraph 3 FinSA is exempt from the approval requirement; b. in accordance with Article 51 paragraph 2 FinSA is required to be reviewed and approved after publication; or c. in accordance with Article 54 paragraph 2 FinSA is considered approved. 2 Documents included in the prospectus by reference in accordance with Article 42 FinSA are also regarded as part of the prospectus 3 Information documents not deemed to be a prospectus in accordance with paragraph 1 may not contain a designation as «Prospectus in accordance with FinSA» or comparable designations.
Art. 44 Determination of the type of offer
(Art. 36 para. 1 FinSA) 1 The calculation of the value of the securities in accordance with Article 36 paragraph 1 letter c and the calculation of the total value in accordance with Article 36 paragraph 1 letter e FinSA shall be based on the value provided by investors as a consideration to the offerer of the securities. 2 The point in time relevant for determining the values of the securities in Swiss francs in accordance with Article 36 paragraph 1 letters c–e FinSA is the commencement of the respective offer. If at this time no details of the issue volume or issue price are available or they cannot be ascertained in bandwidths, the time that the issue volume or issue price is stipulated is relevant. 3 The period indicated in Article 36 paragraph 1 letter e FinSA commences with the first public offer. 4 The exchange rate published by the Swiss National Bank is applied for values or denominations in currencies other than the Swiss franc. If this exchange rate is not available, the exc
Art. 45 Consent to use the prospectus
(Art. 36 para. 4 let. b FinSA) Consent to use a valid prospectus in accordance with Article 36 paragraph 4 letter b FinSA must be given in writing or in another form demonstrable via text insofar as it is not contained in the prospectus.
Art. 46 Equivalence of information and preliminary ruling
(Art. 37 para. 1 let. d and e FinSA) 1 Information is deemed equivalent in terms of content if it guarantees the investor a level of transparency comparable with the prospectus. 2 A preliminary ruling by the reviewing body can be obtained to clarify the question of equivalence. The application for a preliminary ruling must be submitted to the reviewing body in good time prior to the envisaged admission to trading. 3 In the case of public conversion offers, information in an offer prospectus produced in accordance with Article 127 of the Financial Market Infrastructure Act of 19 June 2015 (FinMIA) is deemed equivalent. In order to ensure equivalence, the reviewing body may require that, insofar as circumstances permit, the issuer provide pro-forma financial information detailing any structural changes.
Para. 3 — SR 958.1
Art. 47 Exemption for securities admitted to trading on Swiss trading venues or DLT trading facilities
(Art. 37 para. 2 and 38 para. 2 FinSA) No further prospectus needs to be published for the admission to trading of securities which have already been admitted to trading on another Swiss trading venue or another Swiss trading facility for distributed ledger technology securities (DLT trading facility).
Art. 47 — Amended by No I 4 of the O of 18 June on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 400).
Art. 48 Recognised foreign trading venue or DLT trading facility
(Art. 38 para. 1 let. c and 47 para. 2 let. c FinSA) 1 For the purposes of this Ordinance and Title 3 FinSA, a recognised foreign trading venue or DLT trading facility is deemed to be any foreign trading venue or foreign DLT trading facility whose regulation, supervision and transparency have been recognised as appropriate: a. for the purposes of admission to trading: by the Swiss trading venue or Swiss DLT trading facility; or b. for the purposes of a public offer without admission to trading: by a Swiss trading venue, a Swiss DLT trading facility or a reviewing body. 2 Recognition in accordance with paragraph 1 may be limited to specific trading segments. 3 Swiss trading venues, Swiss DLT trading facilities and reviewing bodies shall maintain and publish a list of foreign trading venues or DLT trading facilities recognised by them or of the recognised trading segments of such foreign trading venues or DLT trading facilities.
Art. 48 — Term in accordance with No I 4 of the O of 18 June on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 400). This amendment has been made throughout the text.
Art. 49 Analogous application of exemptions for admission to trading
(Art. 38 para. 2 FinSA) The following exemptions from the duty to publish a prospectus also apply to admission to trading: a. Article 37 paragraph 1 letters a–g FinSA, insofar as securities of the same type are already admitted for trading on a Swiss trading venue or Swiss DLT trading facility or a recognised foreign trading venue or DLT trading facility; b. Article 37 paragraph 1 letters h and l FinSA.
Section 2 Requirements
Art. 50 Contents of prospectus
(Art. 40 as well as 46 let. b and c FinSA) 1 The prospectus for securities must contain the minimum information stipulated in Annexes 1–5. The contents of the prospectus for collective investment schemes are governed exclusively by Annex 6. 2 The sequence of sections indicated in the Annexes and the sequence within the sections are not binding. 3 The valuations contained in the prospectus are to be made in accordance with methods generally recognised in the relevant market. Any change in the method is to be indicated in the prospectus and is only permitted where there are legitimate grounds for so doing.
Art. 51 Accounting requirements
(Art. 40 para. 1 let. a item 2 FinSA) 1 The issuer or guarantor and security provider must apply an accounting standard which is recognised: a. for the purposes of admission to trading: by the respective Swiss trading venue or Swiss DLT trading facility; or b. for the purposes of a public offer without admission to trading: by a Swiss trading venue or Swiss DLT trading facility or the reviewing body dealing with the review. 2 Swiss trading venues, DLT trading facilities and reviewing bodies shall maintain and publish a list of accounting standards generally recognised by them. 3 Trading venues, DLT trading facilities and reviewing bodies may in individual cases recognise other accounting standards. Recognition may be made dependent on including in the prospectus an explanation of the significant differences between the accounting standard recognised in an individual case and a generally recognised accounting standard in accordance with paragraph 1.
Art. 52 Further exemptions relating to the contents of the prospectus
(Art. 41 para. 2 FinSA) 1 Where there are legitimate grounds for so doing, the reviewing body may to a limited degree depart from the requirements shown in the schemes contained in Annexes 1–5. 2 It may make the granting of further exemptions in accordance with Article 41 paragraph 2 FinSA dependent on conditions, including the incorporation of further or additional details.
Art. 53 Inclusion by reference
(Art. 42 and 46 let. d FinSA) 1 The prospectus may refer to the following reference documents: a. interim financial statements to be presented periodically; b. reports of the auditors and domestic or foreign annual financial statements drawn up in accordance with the applicable accounting standard; c. documents drawn up in the course of a specific adjustment of legal structures, such as a merger or demerger; d. prospectuses previously approved by a reviewing body and published; e. prospectuses recognised in accordance with Article 54 FinSA; f. other documents or information published previously or at the same time, in particular articles of association, ad hoc communications and comparable foreign documents, press communiqués, foreign registration documents or annual reports. 2 Reference documents must be accessible at the same time as the publication of the prospectus. 3 If only a specific part of a reference document is being referred to, this must be precisely indicated. 4 Reference
Art. 54 Summary
(Art. 43 and 46 let. b FinSA) 1 In addition to the information in accordance with Article 43 paragraph 2 FinSA, the summary shall contain key information: a. on the issuer, namely, its company name, legal form, registered office and head office; b. on the securities; c. on the public offer or admission to trading. 2 The summary is to be designated as such and must be separate from the other parts of the prospectus. 3 The contents of the summary in accordance with paragraph 1 letters a–c shall be shown in tabular form. Where there are legitimate grounds for so doing, the sequence of information in accordance with paragraph 1 and the requirement to keep the summary separate from the prospectus in accordance with paragraph 2 may be departed from.
Art. 55 Contents of the base prospectus
(Art. 45 FinSA) 1 The base prospectus shall contain in minimum: a. a summary; b. general information on the issuer and any guarantors or security providers; c. general information on the securities; as well as d. a sample of the final terms, which shall supplement the general information in individual cases. 2 The contents of the base prospectus are determined depending on the securities category in accordance with Annexes 1–5. 3 The summary of a base prospectus shall contain only the information in accordance with Article 43 paragraph 2 FinSA, the information in accordance with Article 54 paragraph 1 letter a as well as a general description of those securities categories for which it was produced. 4 If the categories issued depart from any categories of securities described in the base prospectus, a supplement must be added to the latter. 5 With regard to the securities in accordance with Annex 7, Article 51 paragraph 2 FinSA applies by analogy for the supplement to a base prospectus
Art. 56 The final terms contained in the base prospectus
(Art. 45 para. 3 FinSA) 1 Final terms must be drawn up for every public offer or every admission to trading of securities issued under a base prospectus and must be published in minimum in a version with indicative information. 2 The information in the summary in accordance with Article 54 paragraph 1 letters b and c for a specific public offer or a specific admission to trading of securities shall be supplemented in the final terms or be appended to the final terms. 3 When using a base prospectus, in particular the product-specific conditions, the product-specific description of the securities and the information on product-specific risks can also be included in the final terms. 4 The final terms are to be published and filed with the reviewing body as soon as possible after the final information is available. In the case of an admission to trading, this shall be by no later than the time that the securities in question are admitted to trading. 5 Information on issuers is not to be up
Section 3 Relaxations of Requirements
(Art. 47 FinSA)
Art. 57
1 Relaxations of requirements as well as options for abridging the information in the prospectus are indicated in Annexes 1–5. If a relaxation of requirements is granted, the respective information may be dispensed with. 2 Issuers within the meaning of Article 47 paragraph 2 letter c FinSA are issuers that at the time of the public offer or admission to trading of the securities in question: a. have been listed with their equity securities on the Swiss benchmark index for at least two years; and b. accordingly have debt instruments outstanding with a total par value of at least one billion Swiss francs. 3 In place of the issuer, a guarantor or security provider may, provided they satisfy the conditions set out in paragraph 2, request relaxations of requirements as well as options for abridging in accordance with the present Article. 4 If the issuer is repeatedly sanctioned for a serious violation of obligations to maintain admission to trading, the reviewing body may deny the invocatio
Section 4 Collective Investment Schemes
(Art. 48 para. 3 and 4 FinSA)
Art. 58
1 The fund management company and the investment company with variable capital (SICAV) shall state in the prospectus all information material to the assessment of the collective investment scheme (Annex 6). 2 Special product-specific legislative requirements are reserved. 3 The fund company and the SICAV shall date the prospectus and submit it, together with any change, to FINMA by no later than the time of publication. 4 They shall update it immediately in the event of any material changes. One update per year is sufficient in the event of other changes.
Section 5 Review of the Prospectus
Art. 59 Check for completeness
(Art. 51 para. 1 FinSA) 1 The check for completeness of the prospectus in accordance with Article 51 paragraph 1 FinSA is limited to formal compliance with the guidelines in accordance with schemes contained in Annexes 1–5. 2 The name of the reviewing body and the date of the review are to be prominently placed on the approved documents.
Art. 60 Prospectuses to be reviewed after publication
(Art. 51 para. 2 FinSA) 1 Securities whose prospectus must, in accordance with Article 51 paragraph 2 FinSA, be reviewed only after publication are designated in Annex 7. Where securities provide for a conversion into other securities or for an acquisition of other securities, this is conditional on these other securities already being admitted for trading on a Swiss trading venue, Swiss DLT trading facility or a recognised foreign trading venue or recognised foreign DLT trading facility. 2 The mention in accordance with Article 40 paragraph 5 FinSA must appear on the cover page of the prospectus. 3 Subject to paragraphs 4 and 5, the prospectus must be submitted to a reviewing body for review within 60 calendar days after commencement of the public offer or admission to trading. 4 In the case of products with a term of 90–180 calendar days, the prospectus must be submitted to a reviewing body for review within ten calendar days after commencement of the public offer or admission to tra
Art. 61 Reviewing body responsible for filing
(Art. 51 para. 1 FinSA) 1 The approved prospectus is to be filed with the reviewing body which approved the prospectus. 2 It may be filed in electronic form. Individual documents and reference documents referred to are to be filed with the same reviewing body and in the same form as the prospectus. 3 Filing must occur by no later than the time of publication. 4 The base prospectus, the final terms relating to securities issued under the base prospectus and any supplements to the prospectus must be filed with the same reviewing body as the approved prospectus.
Art. 62 Confirmation that the most important information is known
(Art. 51 para. 2 FinSA) 1 Confirmation that the most important information is known in accordance with Article 51 paragraph 2 FinSA is to be sent in writing or in another form demonstrable via text to the offerer or the person requesting admission to trading. 2 The most important information is deemed to be the information stipulated in Annexes 1–5 and any other information of significance to investors when making the investment decision. This information is considered to be known when it is or can be made publicly accessible. 3 In the case of issuers or guarantors or security providers whose equity securities or debt instruments are admitted to trading on a Swiss trading venue, Swiss DLT trading facility or a recognised foreign trading venue or recognised foreign DLT trading facility, the most important information relating to the issuers is assumed to be known. Swiss trading venues or DLT trading facilities may rule that this assumption does not apply to individual trading segments o
Section 6 Supplements to the prospectus
Art. 63 Duty
(Art. 56 FinSA) 1 A duty to publish a supplement is triggered by facts which, owing to the concrete circumstances of the particular case, are capable of materially influencing the average market participant in their investment decision. 2 Events included in the prospectus or in the final terms, such as approvals under company law or by the authorities, the stipulation of the price or volume of the securities offered or possible alternatives to a capital increase, do not trigger a duty to publish a supplement. 3 The time of final completion of an offer in accordance with Article 56 paragraph 1 FinSA is determined by the schedule of the offerer and the banks and securities firms participating directly in the offer. 4 Notifications of facts which, according to the rules of the respective Swiss or foreign trading venue or DLT trading facility are made public and are possibly price-sensitive, may be reported in accordance with Article 64 letter b as a supplement. Such a supplement has to be
Art. 64 Reporting
(Art. 56 para. 2 FinSA) Modalities for reporting to the reviewing body: a. supplements which are required to be reviewed by a reviewing body: by submitting a request for review of the supplement to the reviewing body which approved the prospectus, together with the complete supplement to be reviewed; b. supplements which are not required to be reviewed by a reviewing body: by filing the supplement in accordance with Article 64 paragraph 1 letter a FinSA with the reviewing body with which the prospectus is filed.
Art. 65 Rectification
(Art. 56 para. 3 FinSA) 1 If the competent reviewing body establishes that a supplement in accordance with Article 64 letter a does not satisfy legal requirements, it will set an appropriate period for rectification. 2 The period for rectification shall be no more than three calendar days in the case of a public offer, and no more than seven calendar days in the case of an admission to trading. 3 The reviewing body will decide on the rectified supplement within the same period that was set for rectification.
Art. 66 Publication
(Art. 56 para. 3 FinSA) 1 Article 64 paragraphs 3–7 FinSA apply by analogy to the publication of supplements. The reviewing body shall add the supplements to the list of approved prospectuses. 2 Supplements are to be published in the same form as the prospectus was published.
Art. 67 Addendum to the summary
(Art. 56 para. 3 FinSA) The information contained in the supplement must only be added to a summary if such information relates to details contained in the summary, and only if said summary would be misleading, inaccurate or inconsistent when read together with the supplemented prospectus without an addendum.
Section 7 Review Procedure
Art. 68 Initiation of the review period
(Art. 53 para. 1 FinSA) The period commences on receipt of the application for review of the complete prospectus.
Art. 69 New issuers
(Art. 53 para. 5 FinSA) 1 In respect of the review of their prospectus (Article 51 paragraph 1 FinSA), an issuer is not deemed to be a new issuer if: a. within the last three years they submitted to the reviewing body, from which approval is being sought, a prospectus for securities issued or guaranteed by them; or b. at the time of submitting the application, securities issued or guaranteed by them are admitted for trading on a Swiss trading venue or Swiss DLT trading facility. 2 If obligations arising from securities are guaranteed by a third party, the requirements stipulated in paragraph 1 may also be satisfied by this third party. 3 For the purpose of determining the period stipulated in paragraph 1 letter a, the time when the full prospectus is first submitted for review is relevant.
Art. 70 Review and recognition of foreign prospectuses
(Art. 54 FinSA) 1 The procedure for reviewing foreign prospectuses in accordance with Article 54 paragraph 1 FinSA is based on Article 53 FinSA as well as on Articles 59–62 and 77–79. 2 In its list of legal systems in accordance with Article 54 paragraph 3 FinSA, the reviewing body may stipulate by which authority the foreign approval needs to be issued in order for the prospectus to be deemed approved in Switzerland. 3 If the requirements are met for a prospectus to be deemed approved in accordance with Article 54 paragraph 2 FinSA, a prospectus published in an official language or in English and the supplements to it are accordingly deemed approved within the meaning of the FinSA. 4 If a foreign prospectus within the meaning of paragraph 3 is deemed approved, by no later than commencement of the public offer in Switzerland or by no later than admission of the respective securities to trading on a Swiss trading venue or Swiss DLT trading facility it must be: a. registered with a revie
Section 8 Reviewing Body
Art. 71 Application for a licence
(Art. 52 para. 1 FinSA) 1 The reviewing body shall submit an application for a licence to FINMA. The application shall contain all details required to assess it, specifically, information on: a. the place of management; b. the organisation; c. company management and the planned controls; d. the guarantee; e. any activities assigned to third parties. 2 In respect of the persons entrusted with management of the registration body, the application shall contain: a. nationality, place of residence, qualified participations in companies and pending court and administrative proceedings; b. a signed curriculum vitae; c. references; d. a judicial record extract; e. an extract from the debt collection register. 3 FINMA may demand further information and details insofar as these are necessary for the assessment of the application.
Art. 72 Supervision by FINMA
(Art. 52 para. 1 FinSA) 1 The reviewing body shall draw up an annual activity report for submission to FINMA. 2 The activity report must contain the following information insofar as it has not already been made known to FINMA under other supervisory reporting obligations: a. details of the organisation of the reviewing body; b. details of the balance sheet and income statement; c. details of coordination with any other reviewing bodies; d. statistics on reviewed prospectuses according to type of financial instruments; e. details of the challenges facing the reviewing body. 3 FINMA must be given prior notice of the following changes: a. a change in membership of the management; b. changes to the organisational basis. 4 Changes in accordance with paragraph 3 do not require approval from FINMA. 5 If FINMA grants a licence to several reviewing bodies, it will ensure appropriate coordination of their practice.
Art. 73 Place of management
(Art. 52 para. 2 FinSA) 1 The reviewing body must be domiciled in Switzerland and effectively be managed from Switzerland. 2 If the reviewing body is integrated into an existing legal person, the latter must be domiciled in Switzerland and effectively be managed from Switzerland. 3 The body charged with management of the reviewing body must be made up of at least two professionally qualified persons. Their place of residence must be at a location from where they can effectively perform their management duties.
Art. 74 Organisation
(Art. 52 para. 2 FinSA) 1 The reviewing body must have an appropriate operational organisation which guarantees the independent fulfilment of its tasks. 2 Operations must: a. be set out in organisational regulations; b. ensure that the reviewing body has the necessary professionally qualified personnel to perform its task; c. include an internal control system (ICS) and ensure that compliance is achieved; d. be such as to avoid conflicts of interest, in particular with other revenue-based business units; e. permit public consultation online; and f. provide for an appropriate strategy which allows business operations to be maintained or restored as quickly as possible in particular if damaging events occur.
Art. 75 Delegation of tasks
(Art. 52 para. 2 FinSA) 1 The reviewing body may only delegate activities of minor significance to third parties. 2 The third parties must have the necessary skills, knowledge and experience to perform the delegated activities. 3 The reviewing body shall carefully instruct and monitor the appointed third parties. 4 Delegation must be agreed in writing or in another form demonstrable via text. The contract must define in particular: a. the access and audit rights of the reviewing body and FINMA; b. the permanent availability of data and readiness to deliver them to the reviewing body; c. the person responsible for the outsourced function at the audit body.
Art. 76 Licence costs
(Art. 52 FinSA) In accordance with the FINMA Ordinance on the Levying of Supervisory Fees and Duties of 15 October 2008, the reviewing body shall bear the costs of: a. the licensing procedure; b. the procedure for instigating the necessary measures to remedy deficiencies; c. the procedure leading to revocation of the licence.
SR 956.122
Art. 77 Retention period
(Art. 52 FinSA) The reviewing body shall retain review documents and records for a period of ten years.
Section 9 Fees
Art. 78 Liability to pay fees
(Art. 57 para. 1 FinSA) 1 Anyone who occasions a ruling by the reviewing body or requires a service from the reviewing body is liable to a fee. 2 Insofar as the present Ordinance does not contain any special regulations, the provisions of the General Fees Ordinance of 8 September 2004 apply.
Para. 2 — SR 172.041.1
Art. 79 Fee rates
(Art. 57 para. 2 FinSA) 1 Fees are determined according to the rates under Annex 8. 2 If a range is stipulated in the Annex, the reviewing body will set the fee to be paid within this range on the basis of the average time required for the performance of similar functions 3 For rulings and services for which no fee is stipulated in the Annex, the fee will be determined on the basis of time required. 4 The hourly fee rate is CHF 100–500, depending on the functional level of the person at the reviewing body carrying out the task. 5 In the case of exceptionally voluminous or particularly difficult rulings, the fee may be based on the time actually spent instead of in accordance with the rate stipulated in the Annex. 6 A surcharge of up to 50 percent of the ordinary fee can be levied for rulings and services provided, on request, urgently or outside normal working hours by the reviewing body.
Chapter 2 Key Information Document for Financial I
Section 1 Duty
Art. 80 Principle
(Art. 58 para. 1 FinSA) 1 The duty to produce a key information document arises as soon as a financial instrument is offered to retail clients in Switzerland. 2 A key information document does not need to be produced for a financial instrument created specifically for an individual counterparty.
Art. 81 Collective investment schemes with several subfunds
(Art. 58 para. 1 FinSA) For collective investment schemes comprising several subfunds a key information document must be produced for each subfund.
Art. 82 Collective investment schemes with several unit classes
(Art. 58 para. 1 FinSA) 1 If a collective investment scheme comprises several unit classes, a key information document must be produced for each unit class. Provided the requirements under Annex 9 are satisfied, in particular in respect of the length of the document, one key information document may also be compiled for several unit classes. 2 The fund management company and the SICAV may select a representative unit class for one unit class or several other unit classes provided this selection is not misleading for retail clients in the other unit classes. In such cases, the main risk which applies to each of the unit classes represented must be described in the key information document. 3 Different unit classes may not be pooled into one representative unit class in accordance with paragraph 2. The fund management company and the SICAV shall keep a record of the unit classes represented by the representative unit class in accordance with paragraph 2 and the reasons for this selection
Art. 83 Portfolio management agreements
(Art. 58 para. 2 FinSA) The portfolio management agreement within the meaning of Article 58 paragraph 2 FinSA must be concluded for an unlimited number of transactions and in writing or in another form demonstrable via text, and it must provide for remuneration.
Art. 84 Qualified third parties
(Art. 58 para. 3 and 62 para. 2 FinSA) 1 A qualified third party is a person who can guarantee that the key information document will be produced to professional standards. 2 The producer is responsible for verifying qualification.
Art. 85 Draft version
(Art. 58 para. 4 FinSA) If a key information document contains indicative details, retail clients must be notified accordingly in the key information document. The indicative details must be recognisable as such.
Section 2 Exemptions
Art. 86 Financial instruments
(Art. 59 para. 1 FinSA) 1 In addition to those stipulated in Article 59 paragraph 1 FinSA, share-like securities include: a. convertible bonds that can be exchanged for equity securities, where the convertible bonds and the equity securities are issued by the same issuer or the same corporate group; b. tradable pre-emptive and preferential subscription rights allocated to existing shareholders under a capital increase or through the issue of convertible bonds; c. employee options on equity securities of the employer or a company associated with the latter; d. dividend distributions in the form of claims to shares. 2 Derivative debt instruments are derivatives and debt instruments whose payoff profile is structured in the same manner as that of a derivative in accordance with Article 2 letter c FinMIA. 3 Non-derivative debt instruments are: a. bonds with interest rates based on reference rates; b. inflation-hedged bonds; c. bonds with early redemption or purchase rights; d. zero coupon
Para. 2 — SR 958.1
Art. 87 Equivalence of documents pursuant to foreign legislation
(Art. 59 para. 2 and 63 let. d FinSA) The documents in accordance with Annex 10 are deemed to be documents pursuant to foreign legislation which are equivalent to the key information document and can be used in its place.
Section 3 Contents, language, layout and scope
Art. 88 Contents
(Art. 60 para. 2 and 63 let. a FinSA) 1 The contents of the key information document must satisfy the requirements of Annex–9. 2 Special product-specific legislative requirements are reserved.
Art. 89 Language
(Art. 63 let. b FinSA) 1 The key information document is to be produced in: a. an official language; b. English; or c. the retail client's language of correspondence. 2 The key information document for collective investment schemes must be made available in at least one official language or in English.
Art. 90 Layout and scope
(Art. 63 let. b FinSA) 1 The layout and scope of the key information document must follow the template contained in Annex 9. 2 Clearly legible letters must be used.
Section 4 Review and changes
(Art. 62 para. 1 FinSA)
Art. 91
1 The information contained in the key information document is to be checked regularly, but at least once a year for as long as the financial instrument is offered to retail clients. 2 The key information document that was produced for collective investment schemes and any changes to it are to be submitted immediately to FINMA.
Chapter 3 Publication of the prospectus
Art. 92 Prospectuses
(Art. 64 para. 1 let. b and 3–7 FinSA) 1 Electronically published prospectuses and reference documents referred to shall remain accessible in the same form during the period of validity of the prospectus. During this period a paper version must also be made available free of charge upon request. 2 In the case of an electronic publication, mention of a website, a postal or e-mail address or a telephone number is deemed to be a sufficient indication of where individual documents or reference documents referred to are available. 3 The list of prospectuses and the supplements to them in accordance with Article 64 paragraph 5 FinSA must be structured in such a way that the individual prospectus and the supplement to it can be assigned to the respective offer or the respective admission to trading. The following must be indicated: a. the issuer, the offerer or the person requesting admission to trading; b. the date of approval and filing; c. the designation of the securities. 4 The prospectu
Art. 93 Prospectuses of collective investment schemes
(Art. 64 para. 3 and 65 para. 2 FinSA) 1 In the case of collective investment schemes, the registered office of the fund management company, the SICAV, the limited partnership for collective investment, the investment company with fixed capital (SICAF) or the representative is deemed to be the registered office of the issuer. 2 Prospectuses of collective investment schemes are always to be published in one single document.
Art. 94 Changes to the rights associated with securities
(Art. 67 FinSA) 1 If the conditions at the time of issue of securities which are offered publicly in Switzerland on the basis of a prospectus and which are not admitted to trading on a Swiss or a recognised foreign trading venue or a Swiss DLT trading facility or a recognised foreign DLT trading facility do not provide for any regulation with respect to the announcement of changes to the rights associated with these securities, then such changes are to be published in the same form as the prospectus was published. 2 The announcement periods in accordance with paragraph 1 shall be based on the conditions of the respective securities.
Chapter 4 Advertising
(Art. 68 para. 1 FinSA)
Art. 95
1 Advertising in accordance with Article 68 FinSA is deemed to be any communication which is aimed at investors and serves to draw attention to specific financial services or financial instruments. 2 In and of themselves alone, the following do not constitute advertising: a. the mentioning by name of financial instruments without or in conjunction with the publication of prices or net asset values, price lists or trends, tax figures; b. notifications on issuers or transactions, in particular if they are stipulated by law, by the supervisory authorities or under trading venue or DLT trading facility rules; c. the provision or forwarding of communications from an issuer to existing clients through financial service providers; d. reports in the trade press.
Chapter 5 Offering of Structured Products and Crea
(Art. 70 para. 1 FinSA)
Art. 96
1 A portfolio management or investment advice relationship within the meaning of Article 70 paragraph 1 and Article 71 paragraph 1 letter a FinSA must be concluded for an unlimited number of transactions and in writing or in another form demonstrable via text and it must provide for remuneration. 2 A special purpose entity is a legal person whose main purpose is the issue of financial instruments. This entity may also carry out secondary activities directly connected with the issue of financial instruments. 3 The following in particular are deemed to constitute security in accordance with Article 70 paragraph 1 FinSA: a. any legally enforceable guarantee from a supervised financial intermediary in accordance with Article 70 paragraph 1 FinSA: 1. to vouch for performance of the obligations of the issuer of a structured product, 2. to provide the issuer with sufficient financial resources to be able to satisfy investors' claims; b. to provide legally enforceable real security in favour o