Legal basis

Anyone submitting a public offer to purchase securities in Switzerland or requesting the admission of securities to trading on a stock exchange pursuant to Art. 26 FMIA must first publish a prospectus pursuant to Art. 35 FinSA.

The examination of the prospectuses pursuant to Art. 35 ff. FinSA is the responsibility of a Review Office (reviewing body) approved by FINMA in accordance with Art. 52 FinSA. It checks it for completeness, coherence and comprehensibility.

Tasks of the Prospectus Review Office

Tasks of the Prospectus Inspection Office

The Prospectus Review Office:

shall review the prospectus without delay upon receipt;

may require the prospectus to be amended if it finds that it does not comply with the legal requirements;

may, upon request, decide on certain preliminary decisions and exceptions;

maintains a list of accounting standards generally accepted by it;

deposits the prospectus (incl. supplements and amendments) approved by it in physical or electronic form; and

may publish the prospectus and the supplements thereto in electronic form on its website upon request.

When do prospectuses have to be submitted to a Prospectus Review Office?

Art. 108 FinSO (draft) provides that a prospectus for securities offered to the public in Switzerland or admitted to trading on a trading venue must be published no later than six months after the authorisation of a Prospectus Review Office by FINMA.

For securities for which a public offer has been made or for which admission to trading on a trading venue has been requested and for financial instruments which were offered to private clients before the entry into force of FinSA, the prospectus must be submitted to a Prospectus Review Office for review within two years of the entry into force of the FinSA, i.e. probably until the end of 2021. The Federal Council may extend this deadline if it should become necessary as a result of a delayed commissioning process of the Prospectus Review Office.

FINMA-approved Prospectus Review Offices in Switzerland

So far, FINMA has not licensed any Prospectus Review Offices. However, it is to be expected that both Swiss stock exchanges, SIX Swiss Exchange AG and also BX Swiss AG, will submit an application for approval to FINMA as a Prospectus Review Office.

Switch The Language

    regservices.ch

    Diese Webseite informiert über die Aufgaben der ab dem Jahr 2020 im Rahmen des schweizerischen Bundesgesetzes über die Finanzdienstleistungen (FIDLEG) eingeführten Prüfstelle für Prospekte, des Beraterregisters sowie der Ombudsstelle.

    KONTAKT

    BX Swiss AG
    Löwenstrasse 2
    CH-8001 Zürich

    +41 31 329 40 40
    info@regservices.ch