[Last updated: 1 January 2024, unless otherwise noted]

Share capital

In case of a primary listing at any of the standards (except the standard for collective investment schemes and Sparks), a company must have an equity of at least CHF25 million (approximately US$29.06 million). This equity is calculated on a consolidated basis in accordance with the company’s accounting standards. This requirement does not have to be fulfilled during the entire term of the listing in order to maintain the listing; in other words, it is possible to reduce the capital as a means of profit distribution or as a result of losses incurred once a company is listed. In case of a secondary listing, the share capital of the company must comply with the requirements of the primary exchange.

Financial track record

For a primary listing in the International Reporting Standard or the Swiss Reporting Standard, a company must exist and be able to show a financial track record of at least three years (with audited annual accounts prepared in accordance with the applicable accounting standard). The track record requirement does not mean that newly spun-off, newly combined or newly incorporated entities for listing purposes could not be listed. As long as their underlying business has been in existence for more than three years, an exemption is granted. Such entities then have to comply with particular requirements as to their financial statements. An exception may also be granted for a “young company” with a track record of less than three years; however, in such case, the company must comply with stricter transparency requirements, such as quarterly reporting, until it has published three consecutive audited annual reports. With regard to a secondary listing, the requirements of the company’s primary exchange apply.

Jurisdictions, industries and ownership

As a general rule, there are no jurisdictions of incorporation or industries that would not be acceptable for a listed company. An exception from this rule are SPACs, which must be Swiss corporations.

There are no specific ownership requirements applicable to the listing of a foreign company’s securities. Nevertheless, the jurisdiction is relevant when it comes to the question of whether the shares of the entity to be listed can be properly traded on the SIX Swiss Exchange.

Corporate governance

A foreign company whose equity securities are listed on the SIX Swiss Exchange and not in its home country must apply the Directive on Information relating to Corporate Governance (commonly known as the DCG; see section 5) in order to maintain its listing on the SIX Swiss Exchange. The purpose of the DCG is to make certain information on an issuer’s corporate governance structure and processes available to investors. The main principle of the DCG is "comply or explain": if the issuer opts to withhold certain information from the corporate governance report, the reasons for doing so must be specified and substantiated in the annual report.

Furthermore, a foreign issuer whose equity securities are listed on the SIX Swiss Exchange only and not in its home country must observe the provisions relating to ad hoc publicity as well as relating to management transactions (see section 5 below).

The Swiss rules on compensation of the members of the board of directors and of the management ("say on pay") only apply to listed companies incorporated in Switzerland. The rules require the shareholders meeting to set the basic rules and to determine prospectively or retrospectively the salary and bonus, including any option or share program, for the board and the management. If the decisions are taken prospectively, a maximum is normally determined. The rules also require disclosure of the compensation in an audited compensation report.

Dealings with the exchange

In order to list securities on the SIX Swiss Exchange, a listing application must be submitted in writing by an authorized representative (acting on behalf of the applicant) to SIX Exchange Regulation. A mere (first) listing without an offering requires that the listing application be filed by a bank. A list of authorized representatives is available at: https://www.ser-ag.com/en/resources/recognized-representatives.html#/banks. There is no interview requirement with SIX Exchange Regulation in order to be admitted to listing. However, in practice, a potential issuer usually presents itself to the SIX Swiss Exchange and SIX Exchange Regulation prior to submitting the application.

Minimum shareholding and trading price

There is no requirement for companies or particularly foreign companies to have and/or maintain a minimum number of shareholders, except in the Sparks standard (see below). Securities may, however, be delisted if the Regulatory Board deems that there is no longer a sufficiently liquid market in the securities. There is no requirement for listed foreign companies or any listed company to have and/or maintain a minimum trading price for their securities.

Custody of shares; transfer restrictions

Shares must be deposited with SIX SIS (or another custodian recognized by the SIX Swiss Exchange) either in collective custody or in the form of a global certificate. Shares may also be uncertificated (uncertificated securities registered at SIX SIS). Such shares deposited or registered at SIX SIS are then issued as book-entry (intermediated) securities. The transfer of ownership and any other disposal of such book-entry shares (such as the granting of security) are governed by the Federal Act on Intermediated Securities. Therefore, certain adjustments to an issuer’s articles of incorporation are usually required.

If an exception is granted to a "young company" with less than three years of financial results (see above), the applicant must prove that the company, its major existing shareholders and its governing bodies have entered into lock-up agreements in relation to the shares they hold at the time of the listing.

Public float

The company to be listed must have an adequate free float. For a primary listing, the free float is considered adequate if:

• At least 20% of the company’s outstanding securities of the same category are in public ownership.
• The securities in public ownership have an aggregate market capitalization of at least CHF25 million (approximately US$29.06 million).

For a secondary listing, the free float is deemed to be adequate if:

• The capitalization of the shares circulating in Switzerland is at least CHF10 million (approximately US$11.63 million); or
• The company can otherwise demonstrate that there is a genuine market for the equity securities.

These requirements apply at the time of the listing. Once listed, however, securities may be delisted if (among other reasons) the Regulatory Board deems that there is no longer a sufficiently liquid market in the securities. Alleviations of these requirements apply to SMEs in the Sparks standard (see below).

Currency; clearance and settlement

There are no restrictions on the currency denomination of securities. The issuer must ensure that the securities can be cleared and settled via the settlement systems that are permitted by the SIX Swiss Exchange.

Compliance officer; contact person

There is no need that an issuer appoints a compliance officer who is registered with the SIX Swiss Exchange to maintain its listing. However, the issuer will need to provide a contact person to the SIX Swiss Exchange.

Primary listing of foreign companies

The listing and maintenance requirements applicable to a foreign company with regard to a primary listing are:

• The company’s charter, articles of association or deed of partnership must comply with the national law to which the company is subject.
• A foreign company must demonstrate that it has not been refused a listing in its home country for investor protection reasons – that normally is done by a confirmation provided by a law firm.
• The company must (have) produce(d) annual financial statements according to International Financial Reporting Standards (IFRS), US generally accepted accounting standards (US GAAP) or other internationally recognized accounting standards, both as a listing and maintenance requirement.
• With respect to the specific securities to be listed:
  • The securities must have been issued in accordance with the law to which the company is subject and must satisfy the provisions that apply to those securities.
  • The listing must comprise all of the issued securities in the same category.
  • The proper trading of the securities must be ensured, and there must be rules establishing legal ownership.
  • The denominations forming the total value of a security must enable an exchange transaction in the amount of one round lot.
  • The company must ensure the provision of corporate actions in Switzerland by appointing a paying and settlement agent.
• The company must publish a prospectus approved or recognized by a licensed review body, such as SIX Exchange Regulation, and an official notice.
• In order to maintain its listing, the company must:
  • Publish annual and interim reports.
  • Comply with the rules on ad hoc publicity (disclosure of price-sensitive information).
  • Comply with corporate governance rules.
  • Disclose management transactions.

The requirements for a foreign company’s primary listing do not substantially vary from what would be expected from a domestic company, except for the provision which requires the foreign company to demonstrate that it has not been refused a listing of its shares in its home country for investor protection reasons.

Secondary listing

With respect to a secondary listing, the company must in general fulfill the requirements of the primary exchange, if such exchange is recognized by the Regulatory Board, and the special requirements described above. A prospectus is not required if the equity securities are traded at a foreign trading venue which is recognized by SIX Swiss Exchange. There is sufficient distribution if the capitalization of the equity securities traded in Switzerland amount to at least CHF10 million (US$11.63 million) or proper trading is secured in another way.

Listing of SPACs

As of 6 December 2021, SPACs can be listed and traded on the SIX Swiss Exchange. The issuer of a SPAC in Switzerland has to be a stock corporation under Swiss law. Therefore, foreign SPACs cannot be listed on the SIX Swiss Exchange. In addition to the Swiss jurisdiction of incorporation, a SPAC listed on the SIX Swiss Exchange must comply with various structural and corporate governance requirements.

Listing of SMEs with alleviated requirements in the Sparks segment

SIX Swiss Exchange introduced and promoted the new Sparks segment as an "SME stock exchange". Sparks is a regulatory standard with certain alleviations in favor of younger growth companies. The standard is open for companies with a market capitalization of less than CHF500 million (approximately US$581.25 million), but a shareholder base consisting of more than 50 investors.

The alleviations of the listing requirements are notably the following:

• Only a track record of two years is required (instead of three years).
• An equity capital of CHF12 million (approximately US$13.95 million) with an initial public offering (IPO) capital increase of at least CHF 8 million (approximately US$9.30 million) is sufficient (alternatively, the usual minimum requirement of CHF25 million (approximately US$29.06 million) can be met without an additional capital increase requirement).
• The required free float is only 15% (instead of 20%).
• The market capitalization of freely tradeable share only needs to amount to CHF15 million (approximately US$17.44 million) (instead of CHF25 million).