On 25 September 2025, the review bodies of SIX Exchange Regulation AG and BX Swiss AG published a uniform practice notice, which clarifies the current supervisory practice for prospectus reviews under the Swiss Financial Services Act and the Swiss Financial Services Ordinance. The practice notice outlines key procedural aspects, including the commencement of review deadlines, the scope of the formal review, and the handling of missing or non-applicable prospectus content. It aims to provide the market with a comprehensive guide for future prospectus applications. This article further examines important guidance on prospectus approval practices, rule checks, and the treatment of specific instruments such as base prospectuses and exchange-traded products. Overall, the Practice Notice enhances transparency and predictability for issuers and practitioners preparing prospectuses in Switzerland.
1) Introduction
On 25 September 2025, the review bodies of SIX Exchange Regulation AG and BX Swiss AG (Prospectus Office) published a practice notice (Practice Notice) with the aim of informing the public about the current practice of the Prospectus Office in applying the Swiss Financial Services Act (FinSA) and the Swiss Financial Services Ordinance (FinSO) to prospectus reviews.
It is imperative that practitioners submitting prospectuses to the Prospectus Office have a comprehensive understanding of the Practice Notice. This article summarizes and illustrates the main novelties and conclusions from the Practice Notice.
2) Formal and organizational matters
2.1) Commencement of the time limit
In accordance with article 68 FinSO, the time limit for the review of the prospectus of 10 calendar days (or 20 calendar days for new issuers) commences upon receipt of the complete application for review of the prospectus. It is important to note that a complete prospectus encompasses all documentation that has been incorporated by reference. In general, if documents incorporated by reference are not submitted to the Prospectus Office, the commencement of the review period is deferred until such documents have been submitted or the application is complete. While the draft Practice Notice remained silent on less crucial documentation, the final version of the Practice Notice clarifies that insignificant information and documents that are announced in the relevant application but are not yet available at that time do not prevent the start of the time limit. For instance, the Practice Notice indicates that failure to submit the most recent version of the articles of association or financial reports that are not expected to be available until a later date and are not subject to change will not prevent the clock from starting to run. This clarification has been well perceived by market participants providing additional guidance and transaction certainty when it comes to the commencement of time limits.
2.2) Information provided by the Prospectus Office
a) Preliminary rulings on equivalence
Under article 37 (1) (d) and (e) FinSA, a prospectus does not need to be published in respect of securities offered for exchange in connection with a takeover, or securities offered or allocated in connection with a merger, division, conversion or transfer of assets, in each case provided that information exists that is equivalent in terms of content to a prospectus. Clarification of whether such information exists can only be provided in the context of a preliminary ruling by the Prospectus Office (article 46 (2) FinSO). In practice, preliminary rulings are likely to be particularly useful in cases where complex circumstances (e.g., takeovers, mergers and demergers of companies) give rise to increased legal uncertainty (cf. Federal Department of Finance, Explanatory Report on FinSA and FinSO dated 6 November 2019, p. 46). With regards to legal uncertainty in complex circumstances, it would be helpful if the Prospectus Office would publish the preliminary rulings in anonymized form as this would facilitate the assessment of analogous cases, such as those pertaining to recognized accounting standards or auditors. For example: In the case of spin-offs, the question arises as to whether US forms (F4, F10) are considered equivalent. Once this has been decided, it should apply across the board for future prospectus publications. Conversely, it would be unreasonable for a separate preliminary ruling to be required in each individual case of the same nature. However, the Practice Notice leaves open whether such publication of preliminary rulings is intended in the future.
b) Duty to publish a prospectus
The Practice Notice indicates that the Prospectus Office does not address queries pertaining to the duty to publish a prospectus (article 35 FinSA), as these queries fall outside the legal mandate of the Prospectus Office.
2.3) Review scope of the Prospectus Office
The prospectus review, as outlined in article 51 FinSA, is concerned with the completeness, consistency and comprehensibility of the prospectus. The review is thus designed as a purely formal review. In contrast, a material review would involve the process of verifying the accuracy of the information – and consequently the content – provided in the prospectus. The Practice Notice makes clear that a material review by the Prospectus Office is not permitted due to the lack of a legal basis.
2.4) Procedure in the event of missing prospectus content
In the event that the prospectus does not contain information required by the relevant FinSO Annex, the Prospectus Office will assess whether the prospectus requires amendments. This assessment will be based on the following principles:
Firstly, in the event that particular information is not available due to the non-applicability of the relevant FinSO Annex to the specific case, but equivalent information is available, this must be supplemented in the prospectus.
Secondly, in the absence of specific information due to its non-existence, the provision of said information in the prospectus is not obligatory.
Thirdly, in the event that negative confirmation is an explicit requirement under the applicable FinSO Annex, the prospectus is obliged to contain such a confirmation. To avoid follow-up queries from the Prospectus Office, the Practice Notice recommends providing such negative confirmation in a rule check to be submitted to the Prospectus Office.
2.5) Prior prospectus approval
a) Prospectuses for equity securities
Historically, the practice of the Prospectus Office was to only approve a prospectus as of its date, or on a retroactive basis. However, in certain circumstances, issuers may wish to have a prospectus approved before its publication date. According to the Practice Notice, the Prospectus Office may approve a pre-dated prospectus for equity securities if three conditions are met: firstly, that the prospectus date is a working day; secondly, that the prospectus is published on the same working day; and thirdly, that the prospectus approval is granted on the preceding working day. The following additional requirements also apply:
The final version of the prospectus must be submitted to the Prospectus Office no later than the working day prior to the approval date. To the extent the prospectus is not yet final at the time it is submitted for approval, placeholders are only permitted for information that constitutes, is related to or is directly linked to the price range and/or the scope of the offer. Moreover, the prospectus must explicitly state on the title page that it has been approved by the Prospectus Office without price information.
On the morning of the prospectus publication, the final prospectus containing all missing price- and offer size-related information must be submitted to the Prospectus Office, together with a corresponding comparison showing the changes to the approved version. Other than filling in the price and offer size-related placeholders, no other additions, changes or deletions are permitted. If any such additional changes are made, a new approval is required.
b) Base prospectus
In the case of a base prospectus for structured products, the ISIN list can frequently only be compiled after the close of trading on the evening prior to the approval date. Consequently, the ISIN list may be provided to the Prospectus Office as a supplement to the final pre-approved version of the pre-dated base prospectus on the approval date prior to commencement of trading.
2.6) Rule Check
Although the submission of a rule check by the issuer or its representative is not mandatory, the Prospectus Office strongly advises it, as it has the potential to expedite the review process. The rule check can be used to provide the Prospectus Office with some helpful comments (e.g. confirmations that certain items are not applicable), with the objective of forestalling potential queries from the Prospectus Office. This, in turn, has the potential to further speed up the review process.
2.7) Decisions on a specific date
Typically, the Prospectus Office will issue its approval decision once it has completed its review of the prospectus. If the applicant wishes for the approval to be granted on a specific date, this must be communicated to the Prospectus Office in a timely manner (e.g., by means of a comment in the application).
2.8) Pending prospectuses and deadline for amendments
In the absence of an agreement with the Prospectus Office, to the extent that the Prospectus Office requires the prospectus to be amended, these amendments must be submitted within 10 working days. The Prospectus Office will approve the prospectus once it is formally correct.
If, due to a request from the applicant or a failure by the applicant to make corrections, the Prospectus Office has not approved the prospectus within three months of its submission, a further deadline of one month will be set. In justified cases, this deadline may be extended, whereby justification for such an extension must be submitted via e-mail to the Prospectus Office. In the event that the prospectus has not been approved by the stipulated deadline, due to the non-completion of requested corrections, the application may be rejected at the applicant‘s expense. Both, the 10 working days amendment deadline as well as the three months lapsing period have been criticized by practitioners as too short and inflexible. It remains to be seen whether the Prospectus Office is willing to adhere to a more flexible timetable, e.g. if this has been clearly communicated to them based on a stringent timeline well in advance.
2.9) Exchange Traded Products
The FinSO does not provide for a separate review schedule or Annex for exchange-traded products (ETPs). Consequently, the Prospectus Office implements the review scheme for derivatives (Annex 3 FinSO) to ETPs, with the proviso that point 3.7 of the review scheme for bonds (Annex 2 FinSO) is excluded, with the exception of point 3.7.2 lit. c.
3) Prospectus content
The Practice Notice provides comprehensive guidance on the content requirements for prospectuses under FinSA and FinSO. Chapter 3 of the Practice Notice addresses the substantive requirements that must be met in a prospectus, covering matters ranging from the summary section to detailed issuer information, financial statements and securities-specific disclosures. The following sections summarize and analyze the key aspects.
3.1) Summary
a) General requirements
The minimum content required by the applicable FinSO Annexes with respect to the summary (Points 1.1-1.11 Annex 1, Points 1.1.1-1.1.12 Annex 2, Points 1.1.1-1.1.12 Annex 3, Points 1.1-1.10 Annex 4, and Points 1.1-1.10 Annex 5 FinSO) must be explicitly disclosed in the prospectus. It is not sufficient to include the required information only in the summary section. The summary must be understood as a separate part of the prospectus and, as its name suggests, must be a summary of the prospectus in accordance with article 43 FinSA, meaning that all information contained in the summary must also be included in the main body of the prospectus. The consequence of this requirement is twofold: firstly, the summary cannot serve as a substitute for detailed disclosure elsewhere in the prospectus; and secondly, the summary must accurately reflect and condense the information provided in the main body of the document.
b) Key information about the offer
Regarding key information about the offer, the prospectus must generally include the following minimum information, where applicable: interest rate, issue price, issue volume, issue date and maturity date. Additional offer-related details may be necessary depending on the specific nature of the securities being offered.
3.2) Information about the issuer and any guarantors and collateral providers
a) Date of incorporation and registration
The applicable FinSO Annexes (Points 2.2.6 and 2.2.9 Annex 1 – Annex 4 and Points 2.2.7 and 2.2.10 Annex 5 FinSO) require issuers and any guarantors and collateral providers to provide a date of incorporation and the date of registration in the relevant commercial register. The Practice Notice emphasizes that a specific date is required; a year alone is generally only sufficient in exceptional cases, such as when the date of incorporation is very long ago and cannot be determined exactly.
For Swiss-domiciled issuers or guarantors and collateral providers, the date of entry in the commercial register is recognized as the date of incorporation due to its constitutive effect under article 52 of the Swiss Civil Code. Consequently, if the date of entry in the commercial register is available, the date of incorporation does not need to be specified separately. For foreign companies, both the date of incorporation and the date of entry in the commercial register must be stated separately, provided that a commercial register or equivalent register exists. The Prospectus Office recommends including a note in the Rule Check to anticipate potential queries regarding foreign entities. If no date relating to the registration entry exists or no corresponding date is available, this date does not need to be stated; however, the Prospectus Office may request a respective written confirmation.
b) Purpose
The applicable FinSO Annexes (Point 2.2.7 Annex 1 – Annex 4 and Point 2.2.8 Annex 5 FinSO) require the purpose of the issuer to be stated, where applicable, with reference to the relevant provision of the articles of association or partnership agreement, or by reproducing the full wording of the relevant article.
If there are no articles of association or partnership agreement, a general description of the purpose may be provided instead. If the issuer in question does not have a purpose, this must be explicitly stated in the prospectus as a negative confirmation.
c) Date of articles of incorporation
A date of incorporation must be specified for all issuers and guarantors and collateral providers pursuant to Point 2.2.8 Annex 1 – Annex 4 and Point 2.2.9 Annex 5 FinSO. If there are no articles of incorporation in the strict sense, the date of a document equivalent in the respective jurisdiction (in each case with the date of the most recent version) shall be used.
d) Information about the issuer‘s governing bodies
In general, issuers are required to provide information about their board of directors, management, auditors and other governing bodies. For public-law entities, however, information on the executive authority is sufficient. It is not necessary to list and provide detailed information on the legislative authority, and no information on the judicial authority is required either.
e) Material business prospects
The prospectus must contain information specific to the securities about the material business prospects (forward-looking statements; wesentliche Geschäftsaussichten or wesentliche Perspektiven), including a statement that these are subject to uncertainty, as required by Point 2.4.9 Annex 1, Point 2.4.4(c) Annex 2, Point 2.4.0(c) Annex 3 – Annex 5 FinSO. The Prospectus Office expects a statement that allows conclusions to be drawn about the issuer‘s expected future economic development. Such a statement may be qualitative or quantitative in nature. The inclusion of forward-looking statements, particularly in debt prospectuses, is a nuanced aspect of Swiss financial law and has been criticized by various authors (cf. CapLaw-2024-02). It requires careful consideration of various legal and practical elements. Issuers, especially those from abroad, must be cognizant of these requirements to ensure compliance as well as consistent communication with potential investors. As regards the Prospectus Office, we suggest that flexibility and alignment with international standards should be applied as far as possible in this area. The requirement to include forward-looking statements in debt prospectuses might be a point that should be addressed as a matter of urgency in the next revision of the FinSO.
Industry-related and macroeconomic developments or expectations that are not related to the business performance of the issuer, guarantor or collateral provider do not satisfy the requirements. The same is true for statements regarding expected economic, social or other trends. In such cases, it must be made clear what influence a specific trend or economic development could have in qualitative terms on the future business prospects of the issuer, guarantor and collateral provider, or how the future business prospects are assessed against this background. An alternative approach would be to include a qualitative, forward-looking economic assessment with reference to the last financial statements and stating that the expectations are that the issuer‘s material business prospects will remain the same, improve or deteriorate compared with the results of the last annual financial statements.
Importantly, a general reference to the section on forward-looking statements is not sufficient to meet these requirements. In addition, the placement of the text passage regarding material business prospects within the overall structure of the prospectus must also be assessed. Business prospects are for example not acceptable in the risk factor section. Similarly, scattered information on the material business prospects in various documents or passages throughout the prospectus are generally not compatible with the criterion of comprehensibility.
Depending on the specific circumstances, the Prospectus Office considers the following disclosures to satisfy the requirement regarding material business prospects: (i) for local authorities, information on the expected tax revenues; (ii) for SPVs, where there are no operational activities, a reference to the company’s purpose; (iii) for start-ups without material turnover, information on the current status of research and its outlook; and (iv) for entities without profit objectives, information on expected production volumes.
f) Share capital
The Prospectus Office points out that the FinSO requires information on the capital structure, the amount of ordinary and conditional capital and the capital band as of the balance sheet date, while further information on share capital may be provided without specifying a specific date. Due to the clear wording of the applicable FinSO Annexes, the requirement regarding information on the amount of ordinary and conditional capital or the capital range as of the balance sheet date of the annual financial statements is not fulfilled if reference is made to the prospectus date instead of the balance sheet date. If the capital structure is not additionally disclosed in the annual report, the prospectus must be amended accordingly.
g) SPVs
In the case of SPVs, Points 2.5.4 and 2.6.7 Annex 2 FinSO make clear that it is sufficient to provide information in respect of the guarantor or security provider in relation to financial statements or capital information, and no corresponding issuer specific information is required. The Practice Notice indicates that this provision also applies in the reverse case: if the guarantor or collateral provider is an SPV, information about the issuer is sufficient. This simplification acknowledges the nature of SPVs as entities that typically have limited operational activities and exist primarily for financing or securitization purposes.
3.3) Annual and interim financial statements
a) Audit of annual financial statements
Annual financial statements and opening balance sheets (for newly established companies) must be audited in all cases. A limited audit (review) is permissible only where provided by law. This requirement ensures that investors receive financial information that has been subject to independent verification.
b) Financial reports for groups
If the issuer or guarantor and collateral provider is a group company and is consolidated in the financial report used in the prospectus, this financial report is sufficient, provided that either the issuer or the guarantor and collateral provider is the parent company of the group.
c) Public law entities domiciled in Switzerland
The Practice Notice addresses a specific exemption for Swiss public-law entities regarding interim financial statements. Pursuant to article 40 (1) (a) (2) FinSA, a prospectus must contain the most recent half-yearly or annual financial statements or, if these are not yet available, information about assets and liabilities. Article 50 (1) FinSO in conjunction with Point 2.6.5 of Annex 2 FinSO requires prospectuses for debt securities (excluding derivatives) to include interim financial statements if the reporting date of the last audited annual financial statements is more than nine months prior to the date of prospectus publication.
Public-law entities domiciled in Switzerland regularly apply the harmonized accounting standard (Harmonisiertes Rechnungsmodell), which does not provide for the preparation of interim financial statements. Recognizing this limitation, Point 2.6.5 Annex 2 FinSO specifies that Swiss public-sector entities applying the harmonized accounting standard are exempt from including interim financial statements in prospectuses for debt securities (excluding derivatives), even if the reporting date of the last annual financial statements is more than nine months prior to the date of publication of the prospectus. This exemption must be clearly stated in the prospectus itself.
d) Exceptions regarding interim financial statements
The relevant FinSO Annexes (Point 2.8.5 Annex 1, Point 2.6.5 Annex 2, Point 2.6.5 Annex 3, Point 2.8.5 Annex 4, and Point 2.10.5 Annex 5 FinSO) require the inclusion of additional interim financial statements prepared in accordance with the same accounting standards as the annual financial statements covering at least the first six months of the financial year, if the reporting date of the last audited annual financial statements is more than nine months prior to the date of publication of the prospectus.
Exceptions are generally provided for issuers pursuant to article 47 FinSA (i.e. smaller issuers) or relief for public offerings without admission to trading. If one of these conditions is met, no interim financial statements need to be submitted.
3.4) Information about the securities
a) Trust structure
In accordance with Section 3.4.15 Annex 2 FinSO, if a trustee is appointed to act between the issuer and the bondholders (trust structures), the following information must be provided: (i) a brief profile of the trustee; (ii) the powers of the trustee; (iii) conditions for changing the trustee; and (iv) the applicable law and place of jurisdiction of the trust agreement and indication of where the relevant agreements are available for inspection.
The Prospectus Office clarifies that a brief profile of the trustee must be included in the prospectus if assets are transferred to the trustee (transfer of ownership). Simply stating the address of the trustee is not sufficient to satisfy the requirement for a brief profile; more substantive information about the trustee‘s background and qualifications is expected.
b) Highlighted note regarding delivery of certificates
For securities that are permanently securitized in the form of one or more global certificates or issued as uncertificated securities, a correspondingly highlighted note must be made to the effect that the investor cannot demand the delivery of individual certificates.
The Prospectus Office accepts, among others, the following forms for the required highlighted note (this list is not exhaustive): (i) visual highlighting in the terms and conditions (e.g., bold type, italics, bordered with a bar, etc.); (ii) additional inclusion on the cover page; or (iii) additional inclusion in the summary.
3.5) Publication regarding the issuer or guarantor and securities
Prospectuses must contain a reference to where notices concerning both the securities and the issuer or guarantor and collateral provider are published. The Prospectus Office notes that prospectuses are often submitted that only contain a reference to where notices concerning the securities are published, which is insufficient. The publication references must cover both categories of notices to avoid delays in the approval process.
4) Conclusion
The Practice Notice issued by the Prospectus Office of SIX Exchange Regulation AG represents helpful clarifications with regards to the Swiss prospectus review process. By providing detailed guidance on the application of FinSA and FinSO to prospectus reviews, the Prospectus Office has enhanced transparency and predictability for market participants.
From a procedural perspective, the Practice Notice clarifies important aspects regarding the commencement of review time limits and the scope of the Prospectus Office‘s review mandate. The clarification that the review is purely formal in nature, focusing on completeness, consistency and comprehensibility rather than material accuracy, is particularly important for practitioners to understand, as it delineates the boundaries of the Prospectus Office‘s mandate.
With respect to prospectus content, the Practice Notice provides granular guidance on numerous requirements, from summary sections to detailed issuer information, financial statements, and securities-specific disclosures. The guidance on material business prospects is especially noteworthy, as it establishes clear expectations regarding what constitutes acceptable forward-looking statements and where such information must be located within the prospectus structure.
The Practice Notice also addresses practical issues that frequently arise in transactions, such as the approval of pre-dated prospectuses for equity securities. The recommendation to submit rule checks with comments to anticipate potential queries is a practical suggestion that can help expedite the review process.
Practitioners should be mindful that the Practice Notice reflects the current practice of the Prospectus Office, and it remains to be seen how this practice will evolve over time.
In conclusion, the Practice Notice provides valuable guidance for practitioners involved in the preparation and submission of prospectuses in Switzerland.
Pascal Hodel (pascal.hodel@nkf.ch)
Manuel Hirlinger (manuel.hirlinger@nkf.ch)
Sandro Fehlmann (sandro.fehlmann@advestra.ch)