HOW TO FINANCE YOUR VENTURE THE SMART WAY – part 3
POST 3 OF 3 — HOW TO FINANCE YOUR VENTURE THE SMART WAY
The Swiss SA Bond — How to Raise Up to CHF 8,000,000 Without a Bank, Without Dilution, and Without a Full Prospectus
This is the third and final post in our series on how Venture Capital Studio structures financing for ambitious projects. Post 1 covered the Swiss Bankable Instrument. Post 2 covered the Venture Club Round. This post covers the most powerful method of all — the Swiss company bond.
The Bridge From Post 2
In our second post, we showed how a small fintech venture can raise up to CHF 1,000,000 through a Venture Club Round — a curated, SRO-supervised financing structure with tickets starting at CHF 10,000.
But what if your project needs more? What if you are not raising CHF 300,000 — you are raising CHF 2,000,000? CHF 5,000,000? CHF 8,000,000?
And what if you do not want to give away equity to get there?
There is a method for that. It has existed in Swiss law for decades. Most people — including most lawyers — underestimate how accessible it actually is.
A Swiss company can issue its own bonds. And under the right conditions, it can do so without a full prospectus, without a banking licence, and without involving a single institutional intermediary.
This is Method 3.
What Is a Swiss SA Bond?
A Swiss Société Anonyme — SA — is a standard Swiss joint stock company. One of the most respected corporate vehicles in the world, recognised across banking, legal, and regulatory frameworks globally.
Under Swiss law, a Swiss SA has the right to issue bonds to finance its operations. These bonds are debt instruments — investors lend money to the company for a defined term, at a defined interest rate, and are repaid at maturity.
No equity dilution. No loss of control. No bank as intermediary.
The company raises the capital it needs. Investors receive a fixed return. Clean, documented, legally structured.
The Prospectus Question — And the Answer
This is where most people stop. They assume issuing bonds means a full prospectus — approved by SIX Exchange Regulation or BX Swiss, drafted by a team of lawyers, taking months and costing a small fortune.
Under FinSA — the Swiss Financial Services Act — that assumption is wrong in two specific situations.
Exemption 1 — Fewer than 500 investors If the bond offering is directed at fewer than 500 investors, no full FinSA prospectus is required. For a focused, curated raise targeting a defined investor community, this exemption applies automatically.
Exemption 2 — Total raise below CHF 8,000,000 If the total amount raised does not exceed CHF 8,000,000 within any 12-month period, no full prospectus is required. This covers the vast majority of SME and venture financing needs.
You only need one of these exemptions to apply. In most cases both apply simultaneously.
What You Do Still Need — The Minimum Information Document
This is the critical point that separates a properly structured bond from a regulatory incident.
Even when the prospectus exemptions apply, Swiss law still requires the publication of a minimum information document. This is not a full prospectus — but it is mandatory. It must cover:
— The issuing company’s financial statements, including audit reports — The bond terms — amount, interest rate, maturity, repayment conditions — The identity of the creditor representative — Key information about the issuer
If this document is not prepared and published correctly, FINMA treats the bond issuance as an unlicensed banking activity. The consequences are severe — forced repayment of funds, fines, and potential liquidation of the company.
This is where FintechLex comes in.
Step by Step — How We Do It
Step 1 — The Swiss SA You need a Swiss company as the issuing entity. Two options:
— Ready-made Swiss SA with an active bank account — operational immediately, no incorporation delay — New Swiss SA incorporated specifically for the project
The cost depends on which route you choose. Contact us for a quote tailored to your situation.
Step 2 — Bond Structuring We define the bond terms with you — amount, interest rate, term, repayment structure, minimum subscription. We identify your creditor representative and document the full structure.
Step 3 — Minimum Information Document FintechLex drafts and finalises the minimum information document in full compliance with FinSA requirements. This is the legal foundation of the entire issuance. Fee is quoted on a case-by-case basis depending on the complexity of the structure and the amount being raised. Contact us for a quote.
Step 4 — Distribution & Placement Support Structuring the bond is one thing. Getting it in front of the right investors is another. Through our partner Swiss Portfolio Management AG, based at Bahnhofstrasse 10, Zurich, we assist with the placement and distribution of the bond to qualified investors — including private banks, family offices, and professional counterparties. This transforms your bond from a privately structured instrument into an actively placed investment opportunity, reaching the right investor profile efficiently and compliantly.
Step 5 — Issuance and Closing Bonds are issued. Funds are received. The company is financed. Investors hold a Swiss law-governed debt instrument with a defined return and maturity.
Who This Is For
VCS ventures: When Venture Capital Studio creates a new project, the Swiss SA bond is the third financing tool available — after the Bankable Instrument for larger raises and the Venture Club Round for sub-CHF 1M projects. For ventures in the CHF 1,000,000 to CHF 8,000,000 range, the Swiss SA bond is the most efficient structure available.
Existing Swiss companies: If you already operate a Swiss SA and need capital — for expansion, product development, acquisitions, or working capital — this method gives you access to up to CHF 8,000,000 without going to a bank, without giving away equity, and without the cost and delay of a full listed instrument.
This is available to any Swiss SA. You do not need to be a VCS venture to use it.
The Full Picture — Three Methods, Three Scales
Method 1 — The Swiss Bankable Instrument Exchange-listed, ISIN-coded, Bloomberg-visible AMC. Raises from CHF 1,000,000 upward. Full institutional distribution through Swiss Portfolio Management AG. Setup from CHF 79,000.
Method 2 — The Venture Club Round SRO-supervised, escrow-protected collective financing. Raises up to CHF 1,000,000. Managed by Prosperity Asset Management AG. Tickets from CHF 10,000. 7% success fee.
Method 3 — The Swiss SA Bond Direct company bond issuance. No full prospectus below CHF 8,000,000 and fewer than 500 investors. Minimum information document by FintechLex. Placement by Swiss Portfolio Management AG. Raise up to CHF 8,000,000. Quote on request.
Three methods. Three scales. One framework. Built in Switzerland. Executed by professionals.
Ready to explore which method fits your project?
📩 insight@venturecapitalstudio.com 🌐 venturecapitalstudio.com 📞 +41 787 983 770
Venture Capital Studio · FintechLex Geneva · Hong Kong · London
This post is for informational purposes only and does not constitute legal, financial, or investment advice. Bond issuances are subject to Swiss law requirements and must be structured with qualified legal counsel. The exemptions described apply under current FinSA provisions and are subject to change.
