Mergers and demergers: restructuring a company in Switzerland
Companies change form: they combine, they split, they reorganise. In Switzerland these operations are governed by the Merger Act (MerA), which offers flexible tools but requires method.
Merger: two become one
In a merger, two or more companies combine into a single entity. It can take place by absorption (one company absorbs the other, which is dissolved) or by combination (a new company is created). It typically serves to integrate activities, simplify a group or consolidate positions. The shareholders of the absorbed company receive shares or quotas in the resulting company.
Demerger: one becomes many
The demerger is the reverse operation: a company transfers part of its assets to one or more companies, new or existing. It is useful for separating business units (for example, the operating activity from the real estate), preparing a partial sale or dividing interests among shareholders.
Conversion and asset transfer
- Conversion: changing legal form (e.g. from GmbH to AG) without liquidating the company, retaining relationships and contracts.
- Asset transfer: transferring a set of assets and liabilities as a block to another entity, with a simplified procedure compared to the transfer of individual assets.
What it takes to do it well
These operations are not just notarial deeds: they require financial and legal preparation. Typically what is needed is a reference balance sheet, a contract or plan for the operation, a report justifying it, often the review by an auditor, and compliance with the rules protecting shareholders and creditors (information, opposition, entry in the register).
Mistakes to avoid
- Underestimating the tax effects: a poorly designed restructuring can trigger avoidable taxes.
- Neglecting the existing contracts (clients, suppliers, banks, leasing) and the authorisations.
- Proceeding without a solid valuation when the relationships among shareholders change.
How we help you
The Capital division prepares and coordinates mergers, demergers, conversions and shareholder operations — with valuations, financial models and management of the entire process, together with the notary and auditor. Talk to the team.