Raising Funds in Switzerland Without a Prospectus: The FinSA Thresholds and Exemptions

Introduction: raising funds in Switzerland without publishing a prospectus, what FinSA changes

How many investors can a young Swiss company approach before it must publish an issuance prospectus and bear its cost? The question comes up at every financing round, whether it is a SAFE raise among a circle of business angels or an institutional round structured around large tickets. The Financial Services Act (FinSA) in principle subjects any public offering of securities in Switzerland to the duty to publish an approved prospectus, but its article 36 sets out a series of exemptions that release offerings meeting certain thresholds and conditions from that duty.

"No prospectus needs to be published for public offerings addressed to fewer than 500 investors.", Art. 36, para. 1, let. b, FinSA.

In 2026, the tension is real for Swiss executives raising funds.

• The cost and timeline of a prospectus approved by a licensed reviewing body are out of reach for the large majority of seed and Series A rounds.
• Fundraising instruments have multiplied (SAFE, BSA Air, convertible bonds, preferred shares), each of which must be positioned against the thresholds of article 36 FinSA.
• The FinSA regime has stabilised since it came into force, which makes the line between an exempt offering and one subject to a prospectus more closely scrutinised than when the law first launched.

This article details the thresholds and exemptions of article 36 FinSA and its implementing ordinance, explains how to structure a financing round to stay within their scope, and specifies the information documentation it remains prudent to produce even absent a legal prospectus requirement.

Secure the legal structuring of your next fundraising round

Before positioning yourself on any given threshold of article 36 FinSA, a twenty-minute conversation with someone who structures financing rounds day in and day out avoids many calendar and calculation errors. Book a slot with Hectelion to have your planned structuring, choice of instrument and closing calendar validated before launching your fundraising campaign.

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Definition: what is the FinSA prospectus exemption?

The prospectus exemption is the mechanism by which FinSA releases a public offering of securities from the duty, set out in its art. 35 FinSA, to have a prospectus approved and published before any issuance.

Art. 36 FinSA, titled "Exceptions by type of offering", lists five situations in which this exemption applies: an offering reserved for professional clients, an offering addressed to fewer than 500 investors, an offering in which each investor acquires securities for a minimum amount of CHF 100,000, an offering whose unit nominal value is at least CHF 100,000, and an offering whose total value does not exceed CHF 8 million over a twelve-month period.

A second exemption track, set out in art. 37 FinSA ("Exceptions by type of securities"), targets particular categories of securities rather than offering-related thresholds: employee shares, money-market instruments with a term of less than one year, or derivatives not offered in the form of an issuance.

These two logics can be combined but are distinct: article 36 looks at who is being solicited, how many and for what amount, while article 37 looks at the very nature of the security issued. For a Swiss SME or start-up structuring a classic fundraising round in shares, SAFE or convertible bonds, it is almost always article 36 that applies.

Origin: why FinSA regulates offerings of securities in Switzerland

FinSA came into force on 1 January 2020, together with the Financial Institutions Act (FinIA), as part of an overhaul of Swiss financial market law designed to align investor protection with international standards.

Before this reform, the duty to publish an issuance prospectus fell mainly under the Code of Obligations, with a more summary regime that was less harmonised across the different types of securities. FinSA introduced a unified prospectus regime, reviewed by a licensed reviewing body, applicable to any public offering of securities in Switzerland or any admission to trading on a Swiss platform.

The legislator was nevertheless aware that this regime, designed for market issuances, would be disproportionate for a multitude of smaller operations: start-up fundraising, financing rounds among sophisticated investors, closely held placements.

Article 36 FinSA, supplemented by the Financial Services Ordinance (FinSO), was therefore designed as a release valve. It preserves the prospectus requirement for genuinely public and sizeable capital calls, while leaving room for financing operations that remain bounded by the number of investors, the amount raised or the profile of subscribers.

Why structure your fundraising round to stay under the thresholds of article 36 FinSA

• The direct cost of preparing and having a prospectus reviewed by a licensed reviewing body runs into the tens of thousands of francs, a disproportionate amount for a seed or Series A round of a few million francs.
• The prospectus review timeline adds to the already tight schedule of a fundraising round, when business angels or early-stage funds generally expect a closing within a few weeks.
• A prospectus is a public document, listed on the register kept by the reviewing body: it exposes the valuation, the shareholding structure and certain financial projections to competitors, which is rarely desirable for a company in its development phase.
• Staying under the thresholds of article 36 FinSA keeps control over the format and content of the information given to investors, tailoring it to the profile of each category of subscriber rather than conforming to the standardised content imposed by art. 40 to 46 FinSA.
• Structuring designed from the outset to meet one or more thresholds of article 36 FinSA avoids unpleasant surprises partway through a round, particularly when several successive closings add up within the same twelve-month window.

How the prospectus exemption is built: the five conditions of article 36 FinSA

Art. 36, para. 1, FinSA exempts public offerings that meet at least one of the following five conditions from the prospectus requirement.

Letter a covers offerings addressed solely to investors regarded as professional clients under FinSA's client segmentation, meaning in particular regulated financial institutions, large companies and qualified investors (HNWI) who have opted for that status.

Letter b exempts offerings addressed to fewer than 500 investors, whether professional or not: it is the threshold most often used by early-stage fundraising rounds structured as a club deal or a restricted syndicate, for instance around a lead investor.

Letter c exempts offerings in which each investor acquires securities for a minimum value of CHF 100,000, a condition assessed investor by investor rather than on the round's average.

Letter d exempts offerings whose unit nominal value of the securities offered is itself at least CHF 100,000, a logic close to letter c but one that bears on the security rather than on the investor's commitment.

Letter e, finally, exempts offerings that do not exceed a total value of CHF 8 million calculated over a twelve-month period: it is the threshold that bounds the absolute size of the round, regardless of the number of investors or the unit size of their tickets.

These five conditions are drafted as alternatives: in principle, only one needs to be met for the exemption to apply, which leaves room for structuring depending on the profile of the round, to be validated case by case with Swiss legal counsel.

Art. 44 FinSO specifies how these thresholds are calculated: the franc value of the securities offered, for the purposes of letters c to e, must be calculated at the start of the offering concerned, and the twelve-month period under letter e runs from the moment of the first public offering.

In addition, art. 36, para. 2, FinSA specifies that an offering to resell securities that were already the subject of an exempt offering under para. 1 is considered a distinct offering: it must, in turn, meet one of the five conditions to remain exempt from the prospectus requirement. This rule is essential for companies planning several rounds or several successive closings within the same window of time, and it warrants a rigorous tracking of the cumulative amounts raised.

Summary table of the five exceptions to the duty to publish a prospectus

The table below summarises, letter by letter, the five exceptions of art. 36, para. 1, FinSA.

Legal reference	Exemption condition	Practical scope
Art. 36, para. 1, let. a, FinSA	Offering reserved for professional clients	Rounds reserved for funds, banks, institutional investors and qualified HNWI
Art. 36, para. 1, let. b, FinSA	Fewer than 500 investors	Club-deal or restricted-syndicate raises
Art. 36, para. 1, let. c, FinSA	Minimum ticket of CHF 100,000 per investor	Institutional or HNWI rounds with large tickets, with no cap on the total amount
Art. 36, para. 1, let. d, FinSA	Unit nominal value of at least CHF 100,000	Debt instruments or securities with a high denomination
Art. 36, para. 1, let. e, FinSA	Total offering value below CHF 8 million over 12 months	Overall cap, regardless of the number of investors or ticket size

Source: art. 36, para. 1, FinSA and art. 44 FinSO. Each condition is in principle independent of the others: meeting just one is enough to be exempt from a prospectus under article 36 FinSA, subject to a case-by-case legal review.

FinSA vs French law: equivalent thresholds for a French-Swiss entrepreneur

Schematic: can I raise funds in Switzerland without a prospectus?

The schematic below summarises the three tests to apply in sequence to check whether an offering remains exempt from a prospectus under article 36, para. 1, FinSA. It simplifies the logic of the five alternative conditions for educational purposes and does not dispense with a case-by-case legal review.

For a French-Swiss entrepreneur structuring financing rounds on both sides of the border, the thresholds of article 36 FinSA have a functional equivalent in French law, at article L. 411-2 of the Monetary and Financial Code (CMF). Both regimes exempt offerings that remain confined to a limited number or profile of investors from a prospectus, but they do not map onto each other term for term.

The restricted circle of investors under French law does not share the same threshold as the 500 Swiss investors. Art. L. 411-2, 1°, CMF exempts from a prospectus an offering reserved exclusively for a restricted circle of investors acting on their own account, a circle whose number is set by decree at 150 persons, excluding qualified investors (art. D. 411-4 CMF). This threshold of 150 is thus more than three times lower than the Swiss threshold of 500 investors under art. 36, para. 1, let. b, FinSA: a round that would remain exempt from a prospectus in Switzerland can already tip into a public offering in France if the French-Swiss entrepreneur solicits, on the French side, a number of non-qualified investors between 150 and 500.

The notion of a qualified investor is not directly transposable either. Under French law, a qualified investor is a person defined in point (e) of article 2 of Regulation (EU) No. 2017/1129 of 14 June 2017 (the Prospectus Regulation), referenced by art. L. 411-2, 1°, CMF. Under Swiss law, the closest category is that of professional client within the meaning of FinSA's client segmentation (art. 36, para. 1, let. a, FinSA), which covers in particular regulated financial institutions, large companies and Swiss qualified investors (HNWI) who have opted for that status. Both notions target a professional or sophisticated public, but their qualification criteria differ: no automatic equivalence can be presumed between a qualified investor under EU Regulation 2017/1129 and a professional client under FinSA.

Finally, the offering reserved for existing shareholders under art. L. 411-2, 3°, CMF, which exempts from a prospectus an offering of equity securities or units reserved exclusively for persons or entities already holding shareholder status in the issuing company, has no direct equivalent in art. 36 FinSA. A Swiss round reserved for existing shareholders must therefore fall back on one of the five ordinary conditions of art. 36, para. 1, FinSA (threshold of 500 investors, cap of CHF 8 million, ticket or nominal value of CHF 100,000, or reservation to professional clients), without benefiting from an exemption specific to shareholder status as under French law.

Notion	Swiss law (FinSA)	French law (CMF)
Investor-count threshold	Fewer than 500 investors (art. 36, para. 1, let. b, FinSA)	Restricted circle of fewer than 150 non-qualified investors (art. L. 411-2, 1°, and art. D. 411-4 CMF)
Sophisticated or professional investor	Professional client under FinSA (art. 36, para. 1, let. a, FinSA)	Qualified investor under Regulation (EU) 2017/1129, art. 2, point (e)
Offering reserved for existing shareholders	No dedicated exception: must rely on one of the five ordinary conditions of art. 36 FinSA	Dedicated exception (art. L. 411-2, 3°, CMF)
Total amount cap	CHF 8 million over 12 months (art. 36, para. 1, let. e, FinSA)	No dedicated amount cap for the restricted circle: the threshold rests on the number of investors, not an amount in €

Source: art. 36, para. 1, FinSA; art. L. 411-2 and art. D. 411-4 of the French Monetary and Financial Code.

For an entrepreneur raising funds in both Switzerland and France, prudence means never transposing a threshold from one law to the other without verification. A round that respects the Swiss threshold of 500 investors can exceed the French threshold of 150, and a qualified investor under French law is not automatically a professional client under FinSA. Every cross-border fundraising campaign must therefore be structured country by country, in CHF for the Swiss leg and in € for the French leg, rather than on the basis of a single threshold.

When to use each exception depending on the profile of your round

The choice of exception to invoke depends first on the composition of the planned round. A seed raise bringing together a large number of small tickets, typical of campaigns among business angels or investor networks, naturally sits under the 500-investor threshold of letter b, provided the CHF 8 million cap of letter e is also monitored if the campaign extends over several months. A Series A or Series B raise bringing together a limited number of funds and family offices, each with tickets of several hundred thousand francs, sits more naturally under letter c or letter d, which impose no cap on the total amount or on the number of investors. A raise reserved for venture capital funds and regulated institutional investors can invoke letter a directly, without having to check the number of investors or the size of the tickets. In practice, many rounds combine several categories of investors within the same closing, business angels with modest tickets and funds with large tickets, which requires documenting, for each subscriber, the legal basis on which they are solicited without a prospectus, rather than assuming a single letter covers the entire round.

Choosing your fundraising instrument to stay within the exemption's scope

The instrument chosen to carry out the fundraising round directly affects how the thresholds of article 36 FinSA are calculated. A round structured as a SAFE or a BSA Air allows the minimum amount per investor to be set freely, which makes it easier to calibrate deliberately around the CHF 100,000 threshold of letter c if the subscriber profile allows it. A round structured with classic share warrants (BSA) also requires reasoning about the nominal value of the underlying securities to assess letter d. A round in ordinary or preferred shares, where the pre-money and post-money valuation determines the number of shares issued, requires checking how the price per share and the number of investors combine against letters b, c and e, which our article on pre-money vs post-money details. In every case, the choice of instrument should never be finalised before simulating, for the targeted number of investors and amount, which of the five conditions of article 36 FinSA will actually be met, ideally with a safety margin rather than at the exact threshold.

Simplified information documentation despite the absence of a prospectus requirement

The prospectus exemption does not mean a total absence of investor information. On one hand, the general rules of good faith and pre-contractual liability under Swiss contract law continue to apply: inaccurate or misleading information given to an investor, even outside the prospectus regime, can engage the liability of directors or the company.

On the other hand, investors themselves, whether business angels or institutional funds, in practice demand a level of information comparable to a light prospectus before committing their ticket: recent accounts, cap table, principal risks, intended use of funds and, where applicable, projections.

Many Swiss companies raising under the 500-investor threshold or under the CHF 8 million cap therefore produce a simplified information memorandum, sometimes called an extended term sheet or a short-form information memorandum, which reprises the essential content of a prospectus without following its regulatory format or requiring review by a reviewing body.

This documentation protects both the investor, who has a clear basis for deciding, and the company, which can demonstrate it provided information in good faith should a later dispute arise over the valuation or the assumptions used.

Who to call on to structure a fundraising round without a prospectus

Three criteria help choose the right partner to structure a fundraising round under the thresholds of article 36 FinSA.

• Simultaneous command of Swiss financial markets law and the financial mechanics of a financing round, because the choice of exception to invoke depends as much on the legal text as on the calculation of the number of investors, average tickets, and pre-money and post-money valuation.
• Concrete experience structuring fundraising instruments (SAFE, BSA Air, preferred shares, convertible bonds), not just legal drafting, to calibrate the instrument to the targeted threshold.
• Independence from traditional banks and financial intermediaries, so that the structuring recommendation is not biased by an in-house product.

Hectelion SA, a business advisory firm with dual French-Swiss expertise in business valuation, due diligence and financial structuring, supports Swiss and French-Swiss executives in calibrating their financing rounds against the thresholds of article 36 FinSA, working alongside their Swiss legal counsel for final regulatory validation. Hectelion is not FINMA-licensed and does not act as a prospectus reviewing body: its role is to structure the round and value its securities, not to deliver a binding legal opinion on regulatory compliance, which remains the responsibility of a Swiss lawyer specialised in financial markets law.

Advantages: speed, cost and confidentiality

Staying within the scope of an exception under article 36 FinSA offers three concrete advantages for a Swiss SME or start-up.

• Speed: with no prospectus to have reviewed by a reviewing body, the timeline of a financing round is measured in weeks rather than months, which matters particularly for companies whose cash position requires a quick closing.
• Cost: legal and review fees for a prospectus disappear, freeing up a budget that can be reallocated to structuring the fundraising instrument or valuing the company.
• Confidentiality: the information given to investors remains negotiated case by case and is never published on a public list of approved prospectuses, which protects the valuation, the shareholding structure and the financial projections from unwanted exposure to competitors or business partners.

Limits: cumulative thresholds, requalification risk and absence of formal protection

Three limits are worth keeping in mind.

• Cumulative thresholds: a round that exceeds the CHF 8 million limit over twelve months, or that crosses 500 investors by adding up several successive closings, retroactively loses the benefit of the exemption invoked, with the consequences that follow.
• Requalification risk: an operation presented as a private placement but in fact disseminated through communication addressed to an undifferentiated public can be requalified as a public offering, regardless of the directors' initial intention.
• Absence of formal protection: without a reviewed prospectus, investors do not benefit from the content control that review by a licensed reviewing body provides, which shifts onto the company and its directors the responsibility for the quality and accuracy of the information given, a point to anticipate when drafting the simplified information memorandum discussed above.

The 5 mistakes to avoid in a fundraising round without a prospectus

Mistake 1: Confusing a restricted placement with an undifferentiated public offering

Broad communication on social media, an open LinkedIn post or a mention in the general press can turn a round intended as a restricted placement into a public offering within the meaning of FinSA, even if the final number of investors stays under 500. The notion of a public offering is defined by the accessibility of the message to an indeterminate number of recipients, not merely by the number of actual subscribers.

Mistake 2: Ignoring the cumulation of successive offerings over twelve months

Art. 36, para. 2, FinSA treats any later resale of securities already offered as a distinct offering, which must itself meet one of the five conditions. A company that runs several closings or several rounds within the same twelve-month window must add up the amounts raised to verify that the CHF 8 million cap of letter e is not exceeded overall, not just closing by closing.

Mistake 3: Neglecting to draft an information document despite the absence of a legal requirement

The absence of a prospectus requirement is not a waiver of transparency. Failing to document risks, valuation assumptions and the intended use of funds exposes the company to later disputes, particularly if the valuation used in the round is challenged by an investor disappointed with performance.

Mistake 4: Losing track of the number of investors partway through a round

A round that starts at 150 investors and gradually expands through co-optation can cross the 500 threshold without anyone having tracked it precisely, especially when several subscription channels (platform, business-angel network, direct co-optation) add up. A centralised tracker of the number of subscribers, updated at every closing, is essential.

Mistake 5: Mixing professional and non-professional investors without checking client segmentation

Invoking letter a of article 36 FinSA assumes the offering is addressed exclusively to investors regarded as professional clients under the law's client segmentation. Including even a single non-professional investor in a round meant to benefit from this exception removes the exemption based on letter a, which must then be replaced by one of the other four conditions to remain exempt from a prospectus.

Case 1: a CHF 7.6 million raise from 400 investors, under the 500 threshold

A Vaud-based medtech company in its Series A phase extends its financing round through a campaign combining a business-angel network and a syndication platform, with SAFE-type instruments convertible at the next round.

• Total amount targeted: CHF 7,600,000
• Number of investors: 400
• Average ticket: CHF 19,000 (7,600,000 ÷ 400 = 19,000)

• The number of investors, 400, stays under the 500 threshold of art. 36, para. 1, let. b, FinSA.
• The total amount, CHF 7.6 million, stays under the CHF 8 million cap of art. 36, para. 1, let. e, FinSA, calculated over the twelve-month period running from the launch of the campaign.
• The company thus simultaneously meets two of the five exemption conditions, which leaves it a safety margin if a few additional investors join the round along the way, as long as the two thresholds are not crossed together.
• The average ticket of CHF 19,000 per investor, however, is well under the CHF 100,000 threshold of letters c and d: the company cannot invoke those two conditions and therefore depends entirely on jointly respecting the investor-count and total-amount thresholds, which warrants a real-time tracker of the investor count and the cumulative amount at every new closing.

Case 2: a CHF 12 million raise structured in CHF 300,000 tickets

A Geneva-based fintech in its Series B wants to raise funds from a small number of institutional investors and family offices, structuring its round around large tickets.

• Total amount targeted: CHF 12,000,000
• Number of investors: 40, all institutional and family offices
• Minimum ticket per investor: CHF 300,000 (12,000,000 ÷ 40 = 300,000)

• The total amount, CHF 12,000,000, exceeds the CHF 8 million cap of art. 36, para. 1, let. e, FinSA and therefore de facto rules out relying on that condition.
• Each ticket, at CHF 300,000, is well above the CHF 100,000 threshold of art. 36, para. 1, let. c, FinSA, which exempts from a prospectus offerings in which each investor acquires securities for a minimum value of CHF 100,000, with no cap on the number of investors or the total offering amount.
• The company can thus raise an amount above the CHF 8 million cap while remaining exempt from a prospectus, on the strict condition that each investor actually subscribes at least CHF 100,000: a single ticket below that amount would cause the whole offering to lose the benefit of letter c, unless another of the five conditions can be shown to be met for that investor.

Word from the founder

"I see too many Swiss executives discover article 36 FinSA after launching their fundraising campaign, rather than before. The threshold that matters is never the one you think of first, it is the one that actually matches the profile of your round.", Aristide Ruot.

"I always insist to my clients on one point: the prospectus exemption is not a waiver of rigour. A well-built information memorandum protects the company as much as the investor, even when the law does not formally require it.", Aristide Ruot.

"What I see most often on the ground are rounds that stack up several closings without tracking the investor count or the cumulative amount over twelve months. That is precisely the blind spot I check first with every client.", Aristide Ruot.

FAQ: the 10 essential questions on the Swiss prospectus exemption

Introduction: what to know before the questions

The ten questions below pick up the most frequent points of friction Swiss executives encounter when structuring a fundraising round under the regime of article 36 FinSA.

Q1: What is article 36 FinSA and who is it for?

Article 36 FinSA lists five alternative conditions that exempt a public offering of securities in Switzerland from the duty to publish a prospectus. It applies to any company, start-up or SME that offers securities (shares, SAFE, BSA, convertible bonds) to the Swiss public and wants to check whether its round can escape the full prospectus regime.

Q2: How many investors maximum to avoid a FinSA prospectus?

Art. 36, para. 1, let. b, FinSA exempts from a prospectus offerings addressed to fewer than 500 investors. This threshold is assessed across all investors solicited by the offering, cumulating, where applicable, several closings considered to be the same offering.

Q3: What is the CHF 8 million threshold over 12 months and how is it calculated?

Art. 36, para. 1, let. e, FinSA exempts from a prospectus offerings whose total value does not exceed CHF 8 million over a twelve-month period. Under art. 44 FinSO, this period runs from the moment of the first public offering, and the value is calculated at the start of the offering concerned.

Q4: What does the CHF 100,000 per-investor threshold involve?

Art. 36, para. 1, let. c, FinSA exempts from a prospectus offerings in which each investor acquires securities for a minimum value of CHF 100,000. This condition is assessed investor by investor: a single ticket below that amount puts the benefit of this exception at risk for the entire offering.

Q5: Does an offering reserved for professional investors always escape the prospectus requirement?

Yes, provided the offering is addressed exclusively to investors regarded as professional clients under FinSA's client segmentation (art. 36, para. 1, let. a, FinSA). Including even a single non-professional investor causes the benefit of this exception to be lost.

Q6: Do the thresholds of article 36 FinSA cumulate or apply separately?

The five conditions of art. 36, para. 1, FinSA are drafted as alternatives: in principle, only one needs to be met. However, under art. 36, para. 2, FinSA, any offering to resell securities already offered is a distinct offering, which must in turn meet one of the five conditions, which calls for prudent cumulative tracking in the case of multiple closings.

Q7: What does a company that exceeds these thresholds without a prospectus risk?

An offering that exceeds the thresholds of article 36 FinSA without benefiting from another exception becomes subject to the prospectus requirement of art. 35 FinSA. Breaches of the prospectus rules fall under the sanctions regime provided by FinSA; prudent structuring, with a safety margin below the thresholds, remains the best protection.

Q8: Should an information document still be given to investors?

FinSA does not require it where an exception under article 36 applies, but it is recommended practice. A simplified information memorandum, which reprises the essential content of a prospectus without following its regulatory format, protects both the company and investors in the event of a later dispute over the valuation.

Q9: Do SAFE and BSA Air fall within the scope of article 36 FinSA?

Yes. A SAFE or a BSA Air constitutes a security offered to the public within the meaning of FinSA as soon as it is offered to an indeterminate or significant number of investors. The fact that it later converts into shares does not exclude article 36 FinSA from applying to the instrument's initial offering.

Q10: How should a Swiss SME document compliance with these thresholds?

A structured, up-to-date tracker, updated at every closing, should record the cumulative number of investors, the cumulative amount raised over the twelve-month period, each investor's ticket amount and, where applicable, their professional-client status. This tracker makes it possible to demonstrate, in the event of a review or a dispute, the precise legal basis on which the offering was exempted from a prospectus.

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Conclusion: structuring your Swiss fundraising round around the right threshold, not by chance

Article 36 FinSA is not an obstacle to work around but a framework to use deliberately. The five conditions it sets out, a threshold of 500 investors, a cap of CHF 8 million over twelve months, a minimum ticket or nominal value of CHF 100,000, reservation to professional clients, each offer a different route to exempt a fundraising round from the prospectus requirement. The choice of route depends on the profile of the planned round, and that choice should be settled before launching the campaign, not discovered along the way when the investor counter or the cumulative amount dangerously approaches a threshold.

Article summary

FinSA in principle subjects any public offering of securities in Switzerland to the duty to publish an approved prospectus, but its article 36 exempts offerings that meet at least one of five alternative conditions from that duty: fewer than 500 investors, total amount under CHF 8 million over twelve months, a minimum ticket or nominal value of at least CHF 100,000, or exclusive reservation to professional clients.

These thresholds, specified by art. 44 of the Financial Services Ordinance (FinSO), are calculated at the start of the offering and treat any later resale as a distinct offering that must itself meet one of the conditions.

The choice of fundraising instrument, SAFE, BSA Air, shares or convertible bonds, must be calibrated to the targeted threshold, with a safety margin rather than a tight calculation. Even where no legal prospectus requirement applies, documenting the offering through a simplified information memorandum remains a prudent practice that protects both the company and its investors.

Sources

• Swiss Confederation (Fedlex), Federal Act of 15 June 2018 on Financial Services (FinSA, art. 36), exceptions to the prospectus requirement by type of offering
• Swiss Confederation (Fedlex), Federal Act of 15 June 2018 on Financial Services (FinSA, art. 37), exceptions by type of securities
• Swiss Confederation (Fedlex), Federal Act of 15 June 2018 on Financial Services (FinSA, art. 35), duty to publish a prospectus
• Swiss Confederation (Fedlex), Ordinance of 6 November 2019 on Financial Services (FinSO, art. 44), determination and calculation of offering thresholds

Author

Aristide Ruot, Ph.D.
Founder | CEO, Hectelion SA