Acquiring or merging a company in Switzerland follows one of three routes: buying shares (share deal), buying assets (asset deal), or executing a legal merger under the Federal Merger Act. The choice depends on tax efficiency, liability isolation, and transaction complexity. For founders looking to buy an existing company rather than form a new one, see our guides on shelf companies and ready-made companies.
What are the ways to acquire a company in Switzerland?
| Route | Description | FusG Required | Notary Required | Liability Transfer |
|---|---|---|---|---|
| Share deal | Buy shares from shareholders | No | GmbH: yes; AG: no | All (company stays the same) |
| Asset deal | Buy selected assets from company | No | If real estate included | Only assumed liabilities |
| Legal merger | Two entities become one under FusG | Yes | Yes | All (universal succession) |
| Demerger | Split entity into two or more | Yes | Yes | Per demerger plan |
Share deals account for the majority of Swiss private M&A transactions. Legal mergers are used primarily for post-acquisition integration (merging an acquired subsidiary into the parent) or for restructuring within a group.
How does a share deal work?
The buyer purchases all (or a controlling portion of) shares from the existing shareholders:
Step 1 — Letter of intent (LOI). Non-binding term sheet covering price, structure, timeline, exclusivity, and conditions. Typical exclusivity period: four to eight weeks.
Step 2 — Due diligence. The buyer examines the company’s financials, contracts, employees, tax position, IP, litigation, and compliance. See due diligence section below.
Step 3 — Share purchase agreement (SPA). The binding contract covering:
- Purchase price and payment terms (lump sum, earn-out, escrow)
- Representations and warranties (Zusicherungen und Gewaehrleistungen)
- Indemnification provisions
- Conditions precedent (regulatory approvals, financing)
- Non-compete and non-solicitation covenants
- Closing mechanics
Step 4 — Closing. Shares are transferred, purchase price is paid, board/management changes are implemented.
Step 5 — Commercial register update. New shareholders and any changes to the board or management are registered. For a GmbH, the notarised share transfer and amended shareholder list are filed. For an AG, only board changes require registration (shares are not tracked in the commercial register for private AGs).
GmbH vs AG share transfer
| Aspect | GmbH | AG |
|---|---|---|
| Transfer form | Notarised agreement | Written assignment (registered shares) or endorsement (bearer shares) |
| Company approval | Required unless articles waive it (OR Art. 786) | Not required unless articles restrict transferability |
| Registration | New shareholder registered in commercial register | Not registered (shares are not in the register) |
| Cost of transfer | CHF 500-2,000 (notary) + register fees | Minimal (no notary needed) |
How does an asset deal work?
The buyer selects specific assets (equipment, inventory, IP, contracts, goodwill) and purchases them from the selling company:
Advantages:
- Buyer can exclude unwanted liabilities (litigation, environmental, tax disputes)
- Purchase price is allocated to assets, creating tax-deductible depreciation for the buyer
- Cleaner structure for buying a division or business unit rather than the whole company
Disadvantages:
- Each asset must be individually transferred (contracts require counterparty consent)
- Employees transfer automatically under OR Art. 333 — the buyer inherits all employment terms
- Higher transaction costs (multiple transfer documents, due diligence on each asset)
- No step-up in tax losses of the seller (losses stay with the selling entity)
Tax treatment: The buyer allocates the purchase price across acquired assets and amortises goodwill over five to ten years (tax-deductible). For the seller, the gain on the asset sale is taxable as business income at the corporate tax rate.
How does a legal merger work under FusG?
The Federal Merger Act (FusG) provides a framework for merging two legal entities into one through universal succession — all assets, liabilities, contracts, and employees transfer by operation of law.
Types of merger:
- Absorption merger (Absorptionsfusion): Company A absorbs Company B. B ceases to exist. Most common.
- Combination merger (Kombinationsfusion): Companies A and B merge to form a new Company C. Both A and B cease to exist. Rare in practice.
Process:
| Step | Action | Timeline |
|---|---|---|
| 1 | Board of each company approves a merger agreement (Fusionsvertrag) | Week 1-2 |
| 2 | Merger agreement and merger report prepared | Week 2-4 |
| 3 | Audit review of merger agreement (unless all shareholders waive) | Week 4-6 |
| 4 | General meeting of each company approves the merger | Week 6-8 |
| 5 | Filing with commercial register + publication of creditor call | Week 8-9 |
| 6 | Two-month creditor protection period | Week 9-17 |
| 7 | Merger registered — absorbed company is deleted | Week 17-18 |
Total: approximately 4-5 months from board approval to completion.
Simplified merger: If the absorbing company holds at least 90% of the target’s shares and voting rights, the merger can proceed without a general meeting of the absorbing company (FusG Art. 23). This shortens the timeline significantly.
Tax treatment: Mergers can be structured as tax-neutral reorganisations under the federal and cantonal participation deduction and reorganisation relief provisions, provided the assets are carried over at book value and the merged entity continues the business. A tax ruling from the cantonal tax authority is strongly recommended before proceeding.
What due diligence is standard?
| Area | Key Items |
|---|---|
| Financial | Audited accounts (3 years), management accounts, budgets, debt schedule, intercompany balances |
| Tax | Corporate tax returns (5 years), VAT compliance, withholding tax, transfer pricing, pending tax assessments |
| Legal | Articles of association, shareholder agreements, board minutes, pending litigation, regulatory filings |
| Commercial | Key contracts (customers, suppliers, leases), order backlog, revenue concentration |
| Employment | Employment contracts, social insurance registration, BVG pension plan, pending labour disputes, salary structure |
| IP | Trademark registrations, patents, domain names, licence agreements, software ownership |
| Real estate | Leases, owned property, environmental assessments, Lex Koller implications |
| Compliance | AML, data protection (FADP/nDSG), industry-specific regulations, FINMA if applicable |
For small GmbH transactions, due diligence is often completed within two weeks with a focused review. For larger or more complex targets, four to eight weeks is standard.
How are acquisitions taxed?
Share deal — buyer
- No immediate tax consequence for the buyer (purchase price is the cost base of the shares)
- No depreciation of goodwill (goodwill is embedded in the share price, not separately amortisable)
- Target company’s tax losses can continue to be used by the target — but not by the buyer’s other entities
Share deal — seller (individual)
- Capital gain is tax-free for Swiss-resident private individuals (DBG Art. 16(3))
- Exception: reclassification as professional trading if criteria are met (frequent transactions, leverage, short holding period)
- Withholding tax: none on share sale proceeds (withholding tax applies only to dividends, not capital gains)
Share deal — seller (company)
- Capital gain is taxable as business income
- Participation deduction applies if the stake is 10%+ and was held for at least one year — effectively reducing or eliminating tax on the gain
Asset deal — buyer
- Purchase price allocated to assets → amortisation of goodwill (5-10 years) is tax-deductible
- Step-up in asset values provides future depreciation deductions
Asset deal — seller
- Gain on each asset is taxable as business income at the corporate rate
- No participation deduction (this applies only to share sales)
Legal merger
- Tax-neutral if structured as a reorganisation (book value carryover, continued business)
- Tax ruling recommended to confirm neutral treatment
What is the typical timeline?
| Transaction Type | Typical Duration |
|---|---|
| Small GmbH share deal (no complications) | 4-8 weeks |
| Mid-size AG share deal | 8-16 weeks |
| Asset deal | 6-12 weeks |
| Legal merger (FusG) | 4-5 months |
| Acquisition with FINMA approval | 3-6 months |
| Acquisition with COMCO (competition) review | 1-4 months |
What regulatory approvals may be required?
| Authority | Trigger | Timeline |
|---|---|---|
| COMCO / WEKO (Competition Commission) | Combined turnover exceeds CHF 2 billion (worldwide) or CHF 500 million (Switzerland), and at least two parties have CHF 100 million Swiss turnover each | Phase 1: 1 month; Phase 2: 4 months |
| FINMA | Target holds a banking, insurance, or securities licence | 2-6 months |
| Lex Koller (cantonal authority) | Target owns Swiss real estate and buyer is a foreign person | 1-3 months |
| Sector regulators | Telecom (OFCOM), energy, transport | Varies |
Most private company acquisitions do not trigger any regulatory filing. The COMCO thresholds are high enough that SME transactions fall below them.
Why you can trust this guide
This guide is written by Florian Rosenberg, a former fiduciary office manager with experience in company sales, acquisitions, and post-acquisition restructuring. Legal references cite the Federal Merger Act (FusG) and OR. Verify any point against the primary source.