Prospectus exemption thresholds (FinSA, art. 36)

Art. 36 of the Swiss Financial Services Act (FinSA) exempts a securities offering from the duty to publish a prospectus under several alternative circumstances: when it targets exclusively professional investors, when it addresses fewer than 500 investors, when each investor commits at least CHF 100,000, or when the total amount raised does not exceed CHF 8,000,000 over a 12-month period.

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Failing to meet one of these conditions, and absent a duly published and approved prospectus, the issuing company and its officers face a fine of up to CHF 500,000.

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These four thresholds do not need to be met together: a single condition is enough for the exemption to apply. A CHF 6,000,000 raise from 40 investors each committing more than CHF 100,000 is thus doubly exempt, under both the per-investor and the total-amount thresholds, whereas the same raise from 600 small investors would qualify under none of the four.

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For a Swiss fundraising round structured around a significant number of private investors, checking which of these four thresholds allows the prospectus exemption, or otherwise starting the required approval process, is a financial structuring step to secure before sending any documentation ahead of a signed Term sheet, an issue covered in our article on the cost of fundraising advisory.