Succession in a Swiss company with shareholders in Italy: how to prepare it?

Updated October 2026 · by Dr Pier Paolo Gori

Succession in a Swiss company is prepared during the owner's lifetime, years in advance. Start with Swiss law: articles of association, shareholders' agreements, governance and estate planning under the Civil Code as revised in 2023. Only then align the plan with the position of shareholders resident in Italy. Taxes should be checked in both countries with licensed tax advisers.

Which corporate tools does Swiss law offer?

A company limited by shares (SA/AG) keeps business assets separate from private assets. That is why the SA or the GmbH is preferred to a sole proprietorship for succession too, as the federal SME portal points out.

• Transferring shares during lifetime: registered shares pass by endorsement and entry in the share register.

• Voting shares: they have a lower nominal value but full voting rights. They allow control to be kept with less capital.

• Shareholders' agreements: they can provide pre-emption rights between shareholders and compensation for heirs who do not join management.

• Restrictions in the articles: articles and agreements can limit transfers of shares outside the family.

• Governance: the board of directors has non-transferable duties. A person domiciled in Switzerland must have access to the share register.

If the group includes several companies, a holding structure may help: see the guide “Swiss holding company”.

What has changed in Swiss inheritance law?

The revised inheritance law has applied since 1 January 2023. It reduced the compulsory share and gives more freedom to dispose of one's estate. Today the compulsory share belongs to the spouse or the person in a registered union and to the children or their descendants.

There are three main tools:

• Will: handwritten or public. A public will suits complex estates.

• Inheritance contract: signed before a notary. An heir entitled to a compulsory share may waive it, for instance if already supported during the owner's lifetime.

• Gift: ownership passes at once. Gifts made in the five years before death may be taken into account on division.

The spouses' marital property regime also matters. A marriage contract can affect where the business sits within family assets.

Where does the business succession reform stand?

On 10 June 2022 the Federal Council adopted a dispatch to make business succession easier. The measures cover allocating the whole business to one heir, deferred payment and valuation. The bill is before Parliament (item 22.049).

The Federal Office of Justice page consulted in October 2026 shows neither final adoption nor a date of entry into force. Planning therefore follows current law. It is still worth following the bill.

What changes if some shareholders live in Italy?

With heirs or shareholders in Italy, the succession becomes international. Since 1 January 2025 new rules on international successions have applied in Switzerland. According to the Confederation, they reduce the risk of conflicts of jurisdiction with foreign authorities.

The Swiss plan must then be read alongside Italian law. The applicable law and competent authorities should be checked by Italian professionals. Italian law also has the family pact (patto di famiglia), introduced in 2006. It is a contract by which the owner transfers the business or shareholdings to descendants.

The spouse and the future forced heirs must also take part in the family pact. Aligning Swiss and Italian tools early avoids duplication and disputes.

How are taxes treated?

What follows is for information only. In Switzerland inheritance tax is cantonal and depends on the deceased's last domicile. Spouses and descendants are generally exempt.

In Ticino, according to the Canton, spouses and direct descendants are exempt from inheritance and gift tax. Shareholders resident in Italy may, however, be subject to Italian taxation. Each choice should be assessed with licensed tax advisers in both countries.

Where should you start?

SECO suggests starting to plan at least ten years before retirement. An orderly process includes a few steps:

• Inventory: who holds the shares, where shareholders and heirs live, which marital property regime applies.

• Valuation: a documented business value makes fair agreements between heirs easier.

• Corporate documents: up-to-date articles, shareholders' agreement and organisational regulations.

• Succession documents: a will or inheritance contract consistent with the corporate agreements.

Frequently asked questions

Does the 2023 reform allow the company to be left to one child? It enlarged the freely disposable share, but compulsory shares remain. An inheritance contract in which the other heirs waive their shares can help.

Is the business succession reform already in force? According to the official page consulted in October 2026, no: bill 22.049 is shown as neither adopted nor in force. Planning follows current law.

Can a shareholder resident in Italy inherit shares in a Swiss SA? Yes, shares pass to the heirs unless the articles or agreements restrict this. The effects in Italy should be checked with Italian professionals.

How we work

Collina d'Oro Consulting SA assists business families with the legal and corporate aspects of succession. We review articles, shareholders' agreements and governance, and coordinate with notaries and lawyers in Switzerland and Italy. Tax matters are handled in coordination with licensed tax advisers.

Sources: Federal Office of Justice – Inheritance law · Federal Council – Revised inheritance law in force from 1 January 2023 · Federal Office of Justice – Dispatch on business succession · Federal Council – International successions: new rules from 2025 · Confederation – Who inherits and how much · Confederation – Wills, inheritance contracts and gifts · Confederation – Inheritance taxation · SME portal – Company limited by shares · SME portal – Interview on business succession · SECO – Legal aspects of business succession · Canton of Ticino – Moderate taxation · Italian Official Gazette – Law no. 55 of 14 February 2006 on the family pact