Reviewing body for prospectuses

Public offers of securities in Switzerland and admissions of securities to trading generally require a prospectus. The prospectus must be reviewed by a reviewing body before publication where the law requires it.

Prospectus review supports investor protection and market transparency. It helps ensure that issuers and offerors provide the information investors need to understand the securities, the issuer, the risks and the terms of the offer or admission.

Role of the reviewing body

A reviewing body checks whether the prospectus contains the legally required information, is complete from a formal perspective and is presented in a consistent way. The review is not a guarantee of investment quality and does not remove the responsibility of issuers, offerors and advisers for the accuracy of the information provided.

Recognition requirements

A body that reviews prospectuses must have appropriate organisation, independence, qualified staff, reliable procedures, clear rules and sufficient resources. It must be able to process submissions within the deadlines set by law and handle conflicts of interest appropriately.

Before publication

Where review is required, the prospectus must be submitted before publication. The issuer or offeror should allow enough time for questions, corrections and final approval. Late or incomplete submissions can delay the offer or admission to trading.

Responsibilities after approval

If material information changes or new facts arise, the prospectus may need to be supplemented. Market participants should monitor developments during the offer period and comply with the update duties in the applicable rules.

What a reviewing body does

A reviewing body checks prospectuses before publication where a public offer of securities or admission to trading requires a reviewed prospectus. Its work focuses on whether the prospectus contains the required information, follows the required structure and can be published under the prospectus rules.

The review does not mean that the authority or the reviewing body recommends the securities. Issuers and offerors remain responsible for the accuracy of the prospectus and for updating it when material facts change. Investors still need to assess the economic risks themselves.

Supervision and changes

A reviewing body must have qualified staff, clear rules, independence, adequate resources and reliable processes for handling submissions. It is licensed and supervised by the authority, and changes to its organisation, rules or responsible persons can trigger notification or approval duties.

The authority publishes lists of licensed reviewing bodies in spreadsheet and PDF form. Market participants can use these lists to identify recognised bodies before planning a securities offer or admission to trading.