Buying a company in Switzerland: what the law says
Buying a company that is already registered lets you start without waiting for an incorporation, or take over a business that is already running. Since 1 January 2025, the Swiss Code of Obligations (CO) has clearly regulated the trade in empty companies. Here is what is permitted, what is not, and what DealPME checks.
The rule: art. 684a and 787a CO
Since 1 January 2025, under the act against abusive bankruptcies, the transfer of the shares of an SA (art. 684a CO) or of the capital contributions of a Sàrl (GmbH) (art. 787a CO) is void when the company, at the same time:
- no longer carries on any business activity;
- no longer has any realisable assets;
- is over-indebted.
All three conditions must be met. A company that is merely inactive but not over-indebted is therefore not affected. These provisions codify case law of the Federal Supreme Court on the "trade in share shells" (CMS, 2024; BDO, 2025).
Review by the commercial register
Where there is well-founded suspicion, the commercial register office may request the latest signed annual accounts. If there is no response, or if the accounts confirm the suspicion, the registration of the new officers may be refused (entreprendre.ch).
What remains legal
The shelf company
Created to be sold, it has never carried on any activity and has no debts. This is the simplest situation for a buyer.
The dormant shell that is not over-indebted
A company whose activity has ceased may be transferred as long as it is not over-indebted (equity of zero or more). The latest balance sheet and a recent extract from the debt-collection register make it possible to verify this.
The active company
An operating business, with customers and turnover, is not covered by these articles. The review then focuses on its accounts, its contracts and any hidden debts (due diligence).
Tax points to have checked
When a company is considered economically liquidated, the Federal Tax Administration may treat the takeover as a liquidation followed by a new incorporation. Possible consequences:
- issuance stamp duty;
- withholding tax of 35% on the liquidation surplus;
- tax losses carried forward that cannot be offset against profits from the new activity.
For a shell, have the situation checked by a fiduciary before signing.
What DealPME checks before publication
- the UID number, automatically verified in the Confederation's UID register (company active in the register, SA or Sàrl, not in liquidation);
- the absence of over-indebtedness: negative equity leads to the listing being refused;
- six declarations by the seller: accuracy of the information, absence of over-indebtedness, absence of undisclosed debts and disputes, right to sell, direct transaction, acceptance of the success fee;
- for a dormant shell: the latest balance sheet and an extract from the debt-collection register, both mandatory.
A listing that does not pass this check is not published. The warranty that there are no debts is set out in the transfer agreement between buyer and seller.
The steps of a takeover
- SA: written share transfer agreement, then registration of the new directors in the commercial register.
- Sàrl: written transfer of the capital contributions; the partners are listed in the commercial register.
- Then, if needed: change of company name, registered office or purpose, by amending the articles of association before a notary.
This guide is general and does not replace legal or tax advice. Have the transfer agreement reviewed by a fiduciary or a lawyer.