Kapitalbeschaffung

Capital beyond the stock exchange

Most companies raise capital without a public listing. Swiss law offers flexible tools for capital increases, private placements with qualified investors, bonds and convertible instruments, and since 2021 the issuance of tokenised shares and bonds as ledger-based securities, which can be transferred on a distributed ledger without a traditional custody chain.

For growing companies, the Swiss company limited by shares offers useful instruments, including conditional capital and, since the company law reform of 2023, the capital band, which replaced authorised capital and allows the board to increase or reduce the capital within limits set by the shareholders. These tools make it possible to act quickly when investors are ready to commit.

Practical questions for issuers and investors

Before approaching investors, a company should decide whether it will address only professional and institutional investors or the wider public, since this choice largely determines whether a prospectus is required and which exemptions may be used. It should also consider the rules on advertising financial instruments and the documentation that investors will expect to receive.

Foreign investors will want to understand how their rights are protected, including voting rights, subscription rights and the rules on the transfer of shares. Shareholder agreements, carefully drafted articles of association and a clear capitalisation table help to build confidence. For tokenised instruments, the technical design of the ledger and the custody arrangements deserve the same attention as the legal documentation.

In this section

The articles explain raising capital in Switzerland, when a prospectus is required and when an exemption applies, pre-IPO financing, and the tokenisation of shares and bonds under the DLT Act.