Prospectus, KID & PPM under Swiss law

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For fast and legally compliant distribution of securities and financial instruments in Switzerland

When selling and publicly offering shares, bonds, security tokens, structured products, fund units, and other financial instruments in Switzerland, the prospectus obligation and prospectus liability under the Financial Services Act (FinSA/FIDLEG) must be taken into account from a legal perspective. The LEXR financial market experts guide you from the question of whether a prospectus is necessary at all to the preparation of a prospectus, a Key Information Document (KID/BIB), or a Private Placement Memorandum (PPM) to the approval of the prospectus with an official prospectus review office. Furthermore, through our experts in the Berlin office, we can also assist with distribution in the EU.

What is the typical process to an approved Swiss Prospectus?

With LEXR you get fast and professional support for the public offering and distribution of securities and financial instruments in compliance with the Swiss prospectus regulations. For an approved prospectus, at least six weeks must be expected, a Key Information Document but also a PPM can be prepared much faster.

1

Strategy

In a kick-off workshop, we discuss the offering strategy together and clarify if there is a prospectus obligation and, if not, whether a Key Information Document or a PPM should be prepared.
2

Gather facts

The biggest effort is to gather the facts. We provide you with a simple checklist of the necessary information and help you to collect the facts.
3

Preparation / Review

We prepare the prospectus, the KID or the PPM according to FinSA or revise already existing documents.
4

Prospectus review

If necessary, we have the prospectus reviewed by the prospectus review office (www.regservices.ch) and, if necessary, answer queries. The prospectus is checked for completeness, coherence and comprehensibility.
5

Public offering

As soon as the prospectus is approved, the public offering in Switzerland can begin. Material changes must be reported by means of a supplement.

Pricing and flat-fees

Book a free initial consultation now to discuss your project. Whenever possible, we will provide you with a flat-fee quote for the creation or review of your documents.

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FAQ

When does the prospectus obligation according to FinSA apply in Switzerland?

Anyone making a public offer to purchase securities in Switzerland must prepare a Prospectus and have it approved by a review office unless an exception applies (see next question).
What is a public offering and what are the exceptions to the Swiss prospectus obligation?
The meaning of public offer is broad, but there are broad exceptions to the prospectus obligation. For example, according to Art. 36 FinSA, no prospectus has to be issued if one of the following criteria is met (these requirements are alternative, not cumulative):
- The total value of the public offering is below CHF 8m within 12 months.
- The offer is addressed to professional clients only.
- The minimum purchase price is CHF100k per client.
- The offer is aimed at less than 500 investors.
What are securities?

‘Securities’ are, for example, shares and bonds, but also security tokens or other standardized capital market instruments that are available for mass trading. However, there are also various exempted types of securities, e.g., employee participation plans or short-term money market instruments.
What is a Key Information Document (KID) and when is it necessary?

A KID is a short document that informs investors about the most important key points of a financial instrument. According to Art. 58 FinSA, a KID is only required for the offer of financial instruments to private clients. Shares are explicitly excluded from the scope of application, i.e., a KID is not required for traditional financing rounds. Approval by a prospectus review office is not required.
What is a Private Placement Memorandum (PPM) and when is it necessary?

A PPM is a comprehensive description of an investment opportunity in the context of a private placement of securities and financial instruments. The PPM is not regulated in Switzerland and is generally not a legal obligation but is often expected as a basis for an investment when selling to professional investors.
What is the prospectus liability?

According to the FinSA, private liability applies to persons, such as founders or the board of directors, who provide incorrect, misleading information or information that does not comply with the legal requirements in the prospectus, the KID or similar documents. In addition, in case of intentional misrepresentation or non-disclosure of material facts, there may also be a penalty procedure. Even in the case of PPMs or other sales of securities outside the FinSA, investors may be able to claim damages in the event of a loss. Accordingly, it is important that a prospectus, a KID, a PPM, and similar documents are carefully drafted.
Can a Swiss prospectus also be used in the EU?

The process for prospectuses and Key Information Documents in the EU varies and depends on the member states in which the public offering is to take place. Under certain circumstances, a prospectus or a Key Information Document approved in one member state may also be deemed approved for use throughout the EU as well as in Switzerland (passporting).

About us

We’re a growing team of 30+ legal professionals. Some of our experts include:

1

Christian is an entrepreneur and lawyer with a focus on the intersection between technology and law. He regularly speaks, publishes, and advises on blockchain-related topics and is specialized in financial market regulation.

Christian Meisser, CEO & Legal Expert
2

Florian advises clients in the fields of Blockchain, DLT, Digital Assets, and FinTech, predominantly focusing his practice on financial market regulation and corporate law matters. He also lectures on legal and compliance issues related to Digital Assets, DLT, and DeFi.

Florian Prantl, Senior Legal Counsel
3

Silvan is our tax counsel. He specialises in corporate taxation of fintech, asset management and crypto and has substantial experience in the setup of investment funds, management companies, banks and structured ICOs, stable coins as well as more traditional financial instruments.

Silvan Amberg, Tax Counsel