Corporate restructuring in Switzerland is governed by a single, purpose-built statute: the Federal Act on Mergers, Demergers, Transformations and Asset Transfers — known in German as the Fusionsgesetz (FusG) and in French as the Loi sur la fusion (LFus). In force since 1 July 2004, the FusG replaced a patchwork of cantonal and federal provisions with a unified federal framework. If you are reorganising a Swiss group, splitting a company, converting a GmbH into an AG, or transferring a business division between entities, the FusG is your primary legal reference — and getting the process right from the start saves months of remediation later.
The Swiss Merger Act (FusG): Core Architecture
The FusG covers four distinct transaction types, each with its own procedural requirements, creditor protections, and tax treatment. The statute applies to all Swiss legal entities: Aktiengesellschaft (AG), Gesellschaft mit beschränkter Haftung (GmbH), cooperatives, associations, foundations, and sole proprietorships meeting the threshold criteria.
One principle runs through all four transaction types: universal succession. Rather than requiring the individual transfer of each asset, contract, and liability, the FusG achieves the transfer by operation of law at the moment of Commercial Register entry. This eliminates the need for individual assignment agreements, novation of contracts, or separate real estate deeds — a significant procedural advantage over a conventional asset deal.
The Swiss Commercial Register publishes all FusG filings publicly at zefix.ch, and the Federal Gazette publications can be verified at shab.ch.
The Four Transaction Types Under the FusG
| Transaction Type | German Term | What Happens | Entity Status After |
|---|---|---|---|
| Merger by absorption | Fusion durch Absorption | Company A absorbs Company B; B’s assets/liabilities transfer to A | B dissolves without liquidation |
| Merger by combination | Fusion durch Kombination | A and B both dissolve; new Company C is formed | Both A and B dissolve |
| Spin-off | Abspaltung | Part of Company A transfers to existing Company B | A continues to exist |
| Division | Aufspaltung | Company A splits into B and C (both pre-existing or newly formed) | A dissolves |
| Conversion | Umwandlung | Company A changes legal form (e.g., GmbH to AG) | Same entity, new form |
| Asset transfer | Vermögensübertragung | A transfers all or part of its assets to B by universal succession | A continues (unless total transfer) |
Each type serves a different commercial purpose. Mergers consolidate group structures. Demergers (spin-offs and divisions) isolate business lines or prepare a subsidiary for sale. Conversions adapt the legal form to growth stage or capital market requirements. Asset transfers move divisions internally without dissolving either entity.
Mergers: Process and Timeline
A merger under the FusG follows a defined sequence. For a standard absorption merger between two Swiss AGs, expect a minimum of 4 to 6 months from board resolution to Commercial Register entry. The key steps:
1. Merger Plan (Fusionsvertrag) Both boards sign a written merger plan covering the exchange ratio, any cash compensation, the articles of association of the surviving entity, and the effective date. The exchange ratio must be commercially justified — it determines what shareholders of the absorbed company receive in the surviving company.
2. Merger Report (Fusionsbericht) Each board prepares a written report explaining the legal and economic rationale for the merger, the methodology used to determine the exchange ratio, and the implications for employees. For simplified mergers between parent and wholly-owned subsidiary, the report requirement is reduced.
3. Independent Audit (Prüfung) A licensed auditor (Revisionsexperte) reviews the merger plan and the exchange ratio and issues a written opinion confirming that shareholders’ interests are adequately protected. If both companies appoint the same auditor, a single report suffices.
4. Shareholder Approval The merger must be approved at a general meeting of each participating company. The required majority is two-thirds of the votes cast plus an absolute majority of the share capital represented. For GmbHs, the same supermajority applies. Simplified approval (board resolution only) is available for mergers between a parent and its wholly-owned subsidiary.
5. Creditor Protection: Public Call (Schuldenruf) Following shareholder approval, the merger is published in the Swiss Official Gazette of Commerce (SHAB). Creditors have three months from publication to request security for their claims if they can demonstrate that the merger jeopardises repayment. This creditor call period is the main driver of the 4–6 month timeline.
6. Commercial Register Filing Once the creditor call period has expired and no unresolved security claims remain, both companies file jointly with the competent cantonal Commercial Register. The merger becomes legally effective upon entry — from that moment, the absorbed company ceases to exist and all its assets, contracts, employees, and liabilities transfer by operation of law to the surviving entity.
Demergers: Spin-Offs and Divisions
A spin-off (Abspaltung) transfers a defined portion of a company’s assets and liabilities to an existing company in exchange for shares or membership rights. The transferring company survives. This structure is common when a group wants to hive off a business division into a separate subsidiary or transfer it to a sister company within a group reorganisation.
A division (Aufspaltung) goes further: the entire company splits into two or more successor entities and ceases to exist. This is the correct tool when a company with two unrelated business lines needs to be separated and each line placed under independent ownership.
Both forms require a demerger plan, a board report, auditor review, shareholder approval (same two-thirds supermajority), and the SHAB creditor call. Timeline: comparable to a merger, 4 to 6 months.
The demerger plan must specify exactly which assets, liabilities, contracts, and employees transfer to each successor entity. Precision here is critical — ambiguities in the demerger inventory create enforcement disputes and third-party claims post-closing.
Conversion: Changing Legal Form Without Dissolution
The most operationally straightforward FusG transaction is a conversion (Umwandlung). The entity itself does not dissolve and does not transfer assets to a new vehicle. It simply changes its legal form: a GmbH becomes an AG, a cooperative becomes a GmbH, a sole proprietorship becomes a GmbH (subject to minimum capital), and so on.
Why convert from GmbH to AG?
The AG structure is required — or strongly preferred — when a company intends to issue multiple share classes, bring in institutional investors, list on a stock exchange, or operate in sectors where the AG carries greater credibility (banking, insurance, regulated industries). The minimum share capital for an AG is CHF 100’000 (at least CHF 50’000 paid in); for a GmbH it is CHF 20’000. If a GmbH has grown to a point where capital structure flexibility matters, conversion is the logical next step.
For details on the two main Swiss company forms, see our guides on GmbH formation Switzerland and AG formation Switzerland.
Process and timeline:
- Board (Geschäftsführung) prepares a conversion plan
- Auditor confirms that net assets cover the minimum capital requirements of the target legal form
- Shareholder resolution approving the conversion (two-thirds majority for GmbH)
- Commercial Register filing in the canton of domicile
From resolution to Register entry: 6 to 8 weeks in most cantons. No creditor call is required for conversions — the entity and its obligations are unchanged, so the creditor protection rationale does not apply.
All existing contracts, employment relationships, licences, and tax registrations remain with the entity. The UID (company identification number) is retained. From the counterparty’s perspective, the legal entity continues — only the designation on the letterhead changes.
A Real Case: Founder Exit and Share Transfer
A Zug-based GmbH in the health technology sector required a founder exit: one of two co-founders needed to transfer their shares and resign from the board. Both founders were non-residents. The company needed a Swiss-resident managing director with joint signature authority to replace the departing founder.
The restructuring involved a share buyout (without compensation — the departing founder agreed to transfer shares for nil consideration), appointment of a new Swiss-resident director, and amendment of the commercial register entry. The departing founder’s signature authority was revoked and the new director’s joint signature was registered.
Timeline: 3-4 weeks from engagement to completed trade register update. Legal advisory was billed at CHF 350/hour. The total cost was modest because the transaction was straightforward once the commercial terms were agreed between the founders — the legal mechanics of a share transfer in a Swiss GmbH are well-defined under the Code of Obligations.
This type of restructuring — founder exits, board changes, director replacements — is far more common than full FusG mergers or demergers. Most Swiss corporate restructuring work involves these smaller operational changes rather than the multi-month statutory processes described above.
Asset Transfers: The Lighter Alternative
An asset transfer (Vermögensübertragung) under Art. 69–77 FusG allows a company to transfer all or a defined part of its assets and liabilities to another entity by universal succession, without dissolving either company. Unlike a merger, the transferring company survives. Unlike a conventional asset deal, no individual assignment is required — the transfer is effective upon Commercial Register entry.
This is the standard tool for intragroup reorganisations where a holding company wants to move an operating division, a real estate portfolio, or a client book to a subsidiary or sister company. The SHAB creditor call applies here as well, which adds to the timeline relative to a conventional asset deal — but the operational simplicity of universal succession typically outweighs that cost.
Tax Treatment of Swiss Restructurings
Swiss restructuring law and Swiss tax law are designed to work together. Qualifying transactions under the FusG can be carried out tax-neutrally provided certain conditions are met:
- Corporate income tax: Under Art. 61 of the Federal Direct Tax Act (DBG), mergers, demergers, and conversions within the same tax group — or where the acquiring entity continues to hold the transferred assets for at least five years — do not trigger income tax on hidden reserves. The hidden reserves carry over to the surviving entity at book value.
- Stamp duty (Emissionsabgabe): Capital contributions in qualifying restructurings are exempt from the 1% federal stamp duty on equity issuance.
- Real estate transfer tax: Most cantons exempt intragroup real estate transfers forming part of a qualifying FusG restructuring from cantonal transfer taxes, though cantonal practice varies — Zurich, Zug, and Geneva each apply different rules.
- VAT: Transfers of businesses or business divisions as going concerns are outside the scope of Swiss VAT (Art. 10 MWSTG), provided the transferee continues the business activity.
Each restructuring triggers new tax filings at the Commercial Register level, and the competent cantonal tax authorities must be notified. If tax neutrality conditions are breached within the five-year holding period, hidden reserves are taxed in full in the year of the breach. Document your tax position at the time of the restructuring — it becomes the baseline for any future audit. Swiss tax law text is published at fedlex.admin.ch.
For holding structures and the participation exemption, see our guide on holding companies in Switzerland. For the full picture, see corporate tax in Switzerland.
Decision Tree: Which Restructuring Route?
What are you trying to achieve?
Combine two companies into one → Merger under FusG. Timeline: 4-6 months (3-month creditor call is the bottleneck). Cost: CHF 10’000-30’000 in legal and notarial fees depending on complexity.
Split a company into separate businesses → Demerger (spin-off or division) under FusG. Same timeline and similar costs. Requires precise allocation of assets, liabilities, and employees.
Change legal form (GmbH to AG) → Conversion under FusG. Timeline: 6-8 weeks. No creditor call required. Cost: CHF 5’000-10’000 including notarial and register fees.
Move a business unit between group companies → Asset transfer under FusG. Benefits from universal succession (no individual contract novation needed). Creditor call applies. Timeline: 4-6 months.
Simple share transfer / founder exit → Not a FusG transaction. Governed by Code of Obligations. Timeline: 3-4 weeks for GmbH (notarial requirement), 1-2 weeks for AG. Cost: CHF 3’000-8’000 in legal advisory.
Change board / directors / signatories → Commercial Register amendment. Timeline: 1-2 weeks. Cost: CHF 500-1’500 in register and notarial fees.
Sell/buy a shelf company and modify it → Share transfer + Commercial Register amendments (name, board, purpose). Cost: ~CHF 1’700 in notary and register fees + purchase price. Timeline: 2-3 weeks.
Key decision factor: Do you need universal succession? If the restructuring involves transferring contracts, licences, real estate, or employees, the FusG route (merger, demerger, or asset transfer) provides automatic transfer by operation of law at the moment of Commercial Register entry. A conventional asset deal requires individual assignment of each contract and third-party consents — which can take months and may fail if a counterparty refuses to consent.
Friction Block: What Actually Goes Wrong
Trap 1 — The 3-month creditor call cannot be shortened. Every FusG transaction (except conversions) requires publication in the SHAB and a 3-month creditor call period. This is non-negotiable. Companies that plan a merger assuming a 4-week timeline discover this constraint too late. Build the creditor call into your project plan from day one.
Trap 2 — Incomplete demerger inventories. In a demerger, the plan must specify exactly which assets, liabilities, contracts, and employees transfer to each successor entity. Ambiguities in the inventory create enforcement disputes post-closing. We have seen demergers stall for months because the parties could not agree on which customer contracts belonged to which successor entity. Draft the inventory before the board approves the demerger plan, not after.
Trap 3 — Tax neutrality is conditional. FusG transactions can be tax-neutral under Art. 61 DBG, but only if the conditions are met: the business continues, and the assets are held for at least 5 years. If the 5-year holding requirement is breached (e.g., the acquiring entity sells the transferred assets within 5 years), hidden reserves are taxed in full in the year of the breach. Document your tax position at the time of restructuring — it becomes the baseline for any future audit.
Trap 4 — Forgetting employee consultation. Swiss law requires employee consultation before certain restructuring transactions. For mergers under the FusG, employee representatives must be informed and consulted before the merger resolution. Failure to consult does not invalidate the transaction, but it can give rise to damages claims and damages the relationship with the workforce at a critical moment.
Trap 5 — Notarial requirements for GmbH restructurings. All FusG transactions involving a GmbH require notarial authentication of the shareholder resolution and the merger/demerger plan. This is in addition to the notarial requirement for GmbH share transfers under Art. 785 OR. Schedule notarial appointments early — popular notaries in Zug can be booked out 2-3 weeks in advance.
Trap 6 — The dormant company cost trap. Companies that defer restructuring or liquidation because “it is not urgent” accumulate dormant company costs: CHF 1’400/year minimum for annual statements and tax filings, plus CHF 5’900/year for a nominee director and CHF 2’400/year for a registered address in Zug. At CHF 9’700/year, the cost of maintaining a dormant entity exceeds the cost of liquidation within 18 months. Restructure or liquidate — do not defer.
Frequently Asked Questions
Can we speed up a Swiss merger to close in under 3 months?
No. The 3-month SHAB creditor call period is mandatory and cannot be shortened, regardless of the companies’ financial position or the absence of creditors. A standard merger takes 4-6 months minimum. If speed is critical, consider whether a share deal (3-4 weeks for an AG) achieves the same commercial result without the FusG procedural requirements. A share deal does not provide universal succession, but it avoids the creditor call entirely.
Can a GmbH convert to an AG without dissolving?
Yes. Under Art. 54–68 FusG, a conversion changes the legal form of the entity without dissolution. The GmbH becomes an AG, retaining its UID, all contracts, employees, and existing tax registrations. The process takes approximately 6 to 8 weeks. The converted entity must meet the AG’s minimum capital requirements (CHF 100’000, at least CHF 50’000 paid in) before or at the time of conversion.
Are Swiss restructurings tax-neutral?
They can be. Mergers, demergers, conversions, and asset transfers that meet the conditions of Art. 61 DBG — primarily continuation of the business and a five-year holding requirement — are carried out without triggering income tax on hidden reserves. Stamp duty and real estate transfer tax relief is also available for qualifying transactions. Tax neutrality is not automatic: the structure must be designed to satisfy each condition, and the relevant cantonal tax authorities should be engaged early in the planning phase.
What is the difference between a spin-off and a division under Swiss law?
A spin-off (Abspaltung) transfers part of a company’s assets and liabilities to another entity while the original company continues to exist. A division (Aufspaltung) splits the entire company into two or more successor entities and the original company ceases to exist. Both require a demerger plan, board report, auditor review, shareholder approval, and the SHAB creditor call.
What is universal succession in Swiss restructuring law?
Universal succession means that when a merger, demerger, conversion, or asset transfer is registered with the Commercial Register, all assets, liabilities, contracts, and employees transfer automatically by operation of law to the successor entity. No individual assignment agreements, novation of contracts, or separate real estate deeds are required. This is the central procedural advantage of the FusG over a conventional asset deal.
What shareholder approval is required for a Swiss merger?
The merger must be approved at a general meeting of each participating company by a supermajority of two-thirds of the votes cast plus an absolute majority of the share capital represented. For GmbHs, the same supermajority applies. Simplified board-only approval is available for parent-subsidiary mergers where ownership is 100%.
How does the SHAB creditor call work?
Following shareholder approval, the merger or demerger is published in the Swiss Official Gazette of Commerce (SHAB). Creditors then have three months to request security for their claims if they can demonstrate the transaction jeopardises repayment. This three-month period is the primary driver of the 4–6 month timeline for most FusG transactions.
Can real estate be transferred in a Swiss restructuring without paying transfer tax?
Most cantons exempt intragroup real estate transfers forming part of a qualifying FusG restructuring from cantonal transfer taxes, but cantonal practice varies. Confirm the position in the relevant canton before structuring the transaction.
When should I use an asset transfer rather than a merger?
An asset transfer is appropriate when you want to move a defined part of a company’s assets and liabilities to another entity without dissolving either company. It is the standard tool for intragroup reorganisations involving a specific operating division, real estate portfolio, or client book.
Does a Swiss restructuring require notarial involvement?
The merger plan and shareholder resolutions for mergers and demergers must be notarially authenticated in Switzerland. Conversions similarly require notarial form for the shareholder resolution. This requirement applies regardless of whether the entities are AGs or GmbHs.
Work with Lawsupport on Your Swiss Restructuring
Restructuring a Swiss company involves coordinating company law, tax law, auditor requirements, and Commercial Register filings across multiple cantons. A procedural error — a missing board resolution, an incomplete merger plan, or a creditor call that was not properly published — can invalidate the transaction and require it to be restarted from scratch.
Morgan Hartley | Senior Corporate Lawyer & Partner, Lawsupport (Morgan Hartley Consulting GmbH), advises Swiss and international clients on the full range of FusG transactions: mergers, spin-offs, divisions, conversions, and asset transfers. We coordinate the legal documentation, the auditor engagement, the SHAB publication, and the Commercial Register filings, and we work with your tax advisers to structure each transaction for maximum tax efficiency.
For simpler restructurings — share transfers, board changes, founder exits — legal advisory is typically billed at CHF 350/hour. A straightforward founder exit with share transfer can be completed in 3-4 weeks. Shelf company modifications (changing the name, board, and business purpose of an existing entity) typically cost approximately CHF 1’700 in notary and Commercial Register fees, plus legal advisory time.
For simpler restructurings — share transfers, board changes, founder exits — legal advisory is typically billed at CHF 350/hour. A straightforward founder exit with share transfer can be completed in 3–4 weeks. Shelf company modifications (changing the name, board, and business purpose of an existing entity) typically cost approximately CHF 1’700 in notary and Commercial Register fees, plus legal advisory time.
For related topics, see:
- Company formation in Switzerland
- Corporate tax in Switzerland
- Holding companies in Switzerland
- AG formation Switzerland
Request a Free Assessment — Phone: +41 44 51 52 592 | Email: [email protected]
Morgan Hartley | Senior Corporate Lawyer & Partner, Lawsupport (Morgan Hartley Consulting GmbH) | Grafenauweg 4, Zug | +41 44 51 52 592 | [email protected]