How do you sell or buy a company in Switzerland: which stages and what due diligence?

Updated October 2026 · by Dr Pier Paolo Gori

Selling or buying a company in Switzerland starts with choosing the structure. Either the shares or quotas pass (share deal), or selected assets and liabilities (asset deal). The usual path runs through a confidentiality agreement, a letter of intent, due diligence and the purchase agreement. Signing and closing follow, with the formal transfer of the securities. The rules differ between a company limited by shares (SA) and a limited liability company (Sagl). Some tax points should be clarified before signing.

Share deal or asset deal: what is the difference?

In a share deal the buyer acquires the shares or quotas. The company stays the same, with its past contracts, debts and risks. In an asset deal only selected items pass, such as equipment, stock or patents.

For asset deals the Swiss Merger Act (FusG) also provides a transfer of assets and liabilities (Art. 69 ff. FusG). It is open to companies entered in the commercial register and requires a written contract with a detailed inventory. Real estate requires a notarised deed.

The transfer takes effect on entry in the commercial register. It is only allowed if the inventory shows a surplus of assets. The transferor remains jointly liable for prior debts for three years, and employment relationships pass under Art. 333 CO.

What are the stages of a sale?

Every deal is different, but the sequence is usually as follows:

• Non-disclosure agreement (NDA): protects the seller's data and the parties' identity before documents are opened.

• Letter of intent: sets an indicative price, structure, timetable and any exclusivity.

• Due diligence: the buyer reviews the business, often through a data room.

• Purchase agreement: covers price, the seller's representations and warranties, liability caps and conditions.

• Signing and closing: signing binds the parties; at closing the price is paid and the securities are transferred.

Confidentiality matters until the very end. An early leak can unsettle employees, customers and suppliers.

What does due diligence check?

Due diligence examines the economic, operational, legal and tax aspects of the business. It helps the buyer decide, set the price and negotiate the terms. It also protects the seller, as the buyer must take the information received into account.

Its scope depends on the structure. In an asset deal only the transferred items are reviewed. When the whole business is acquired, recent assets and liabilities, leases, employment contracts and market data are analysed.

On the legal side, articles of association, the share or quota register, key contracts, litigation and permits all matter. Preparing documents early saves time and cost.

How are shares and quotas transferred?

SA with registered shares: ownership passes when the seller endorses the certificate and the new holder is entered in the share register. Any statutory or legal transfer restrictions must be respected (Art. 685 ff. CO).

Sagl: a transfer of quotas requires written form (Art. 785 CO) and, unless the articles provide otherwise, approval by the members' meeting (Art. 786 CO). It becomes effective upon approval (Art. 787 CO). Since members are shown in the commercial register, the change must be notified to the register.

In both cases, check the reporting duties on beneficial owners. The transparency framework is changing.

Are special approvals needed?

If the company owns real estate, the Lex Koller must be considered. A buyer deemed a person abroad may need authorisation for shares in a company whose purpose is trading in residential property. Property used as the company's permanent business premises is generally exempt.

In April 2026 the Federal Council opened a consultation on tightening the law. For the wider picture, see the guide “Buying a home in Lugano as a foreigner”.

Which tax aspects should be considered?

The following is for information only. For federal direct tax, selling holdings from private assets normally produces a tax-exempt private capital gain.

There is, however, the indirect partial liquidation, described in Federal Tax Administration Circular No. 14. Among other conditions, it concerns the sale of at least 20% to a buyer holding the shares as business assets. The risk arises if, within five years, the company distributes non-operating assets that existed at the sale. With the seller's cooperation, part of the price may then be taxed as income.

If the buyer uses a holding company, see the guide “Swiss holding company”.

Frequently asked questions

Is a share deal or an asset deal better? It depends on risks, contracts to be transferred and the tax consequences for both sides. In a share deal the company passes with its full history; in an asset deal the items are chosen.

How long does due diligence take? Duration and cost depend on the size of the business and the form of the transfer. A well-organised data room speeds up the work.

Can Sagl quotas be transferred freely? No. Written form is required and, unless the articles say otherwise, approval by the members' meeting.

How we work

Collina d'Oro Consulting SA assists sellers and buyers on the legal and corporate side. We handle confidentiality, the letter of intent, legal due diligence, the contract, share transfers and register filings. We treat information about the parties with strict confidentiality. Tax matters are handled in coordination with licensed tax advisers. To set up the acquiring company, see the guide “Setting up a company in Lugano”.

Sources: SECO – Due diligence: detailed review of a business · SECO – Types of business succession · SECO – Company limited by shares · SECO – Limited liability company · Canton Ticino – Annotated model articles for a Sagl · Confederation – Merger Act (FusG) · Federal Tax Administration – Circular No. 14, indirect partial liquidation · Federal Tax Administration – Federal direct tax circulars · Federal Office of Justice – Guidance on acquisition of property by persons abroad · Federal Office of Justice – Consultation on the Lex Koller revision