Selling a business in Switzerland: process and checklist

Start by deciding what is actually for sale: all shares, a controlling or minority stake, the operating activity, or selected assets. Clarify the preferred timetable, the seller's role after closing and any priorities concerning employees, premises, brand or family succession. These decisions affect valuation, tax analysis, buyer selection and the documents required later. Writing them down early prevents the parties from spending months discussing transactions that look similar at first but carry very different rights, liabilities and handover obligations.

• describe the assets, shares and rights included in the sale
• set personal, financial and operational objectives
• identify the owners, advisers and approvals needed

A first profile can protect the company's identity and still support a meaningful screening decision. It should explain the activity, region, customer model, team, revenue logic, reason for sale and intended handover without revealing names, exact addresses or customer lists. In parallel, reconcile annual accounts, recent management figures, contracts, permits, employee information and ownership documents. Gaps that are corrected before buyers ask about them create confidence; gaps discovered during due diligence often delay the process or change the proposed price and protections.

• reconcile historic accounts with current management figures
• separate public, NDA-stage and due-diligence information
• record dependencies, open issues and remediation work

A serious enquiry should show who the buyer is, why the opportunity fits and whether financing and management capacity are plausible. Sellers can request a short buyer profile and answer initial questions before disclosing sensitive material. An NDA is useful once the conversation requires confidential facts, but it does not replace judgement about what each candidate needs at each stage. A controlled process uses named contacts, a disclosure log and clear deadlines so that access expands only when the candidate has completed the previous step and remains credible.

• ask about acquisition rationale, experience and financing
• use staged disclosure and document every release
• end discussions promptly when credibility or fit is missing

Before committing extensive resources, the parties should understand the proposed transaction structure, price logic, payment terms and principal assumptions. A letter of intent can record that common ground and set rules for exclusivity and due diligence, while clearly distinguishing binding clauses from non-binding intentions. Due diligence should then test the commercial, financial, tax, legal, operational and people matters that affect the decision. Findings need to be assessed together with price adjustments, warranties, indemnities, conditions and the practical handover rather than treated as a separate box-ticking exercise.

• state the valuation assumptions and payment mechanics
• agree the scope, timetable and access rules for review
• translate material findings into price or contractual terms

Signing and completion may occur on different dates. Between them, financing, consents, approvals or other agreed conditions may still have to be satisfied. The closing checklist should name the evidence, responsible person and deadline for every item. A separate handover plan covers signing authority, systems, passwords, customer and supplier relationships, ongoing projects, employee communication and the former owner's support. When a business or part of one transfers, Articles 333 and 333a of the Swiss Code of Obligations may be relevant to employment relationships and information or consultation duties.

• document conditions, deliverables and responsible parties
• coordinate communications with affected stakeholders
• transfer knowledge, systems and relationships methodically

Preparation should begin before urgency dictates the decisions. The owner needs time to clarify objectives, improve records, reduce avoidable dependencies and choose a realistic handover. Buyer search, due diligence, financing and contracts then add their own timelines. There is no universal duration, but an early start preserves alternatives and reduces the risk of accepting weak terms simply because personal or financial deadlines have become pressing.

At the outset, a coherent business profile, several comparable financial years and recent trading information are often sufficient. After confidentiality is agreed, the seller can add important contracts, customer and employee structure, permits, intellectual property and documents addressing identified risks. Disclosure should progress in stages. Giving every candidate unrestricted access immediately creates unnecessary confidentiality and data-protection risk without improving the quality of the first decision.

The name should be disclosed when the buyer has a credible acquisition rationale, enough financial and operational capacity, and a legitimate need for company-specific information. That point may come after an initial anonymous exchange and an NDA. The correct timing depends on how easily the business can be identified, the sensitivity of customers and employees, and the information needed for the next decision; anonymity should protect the process, not prevent serious progress.

Signing is the execution of the purchase agreement. Closing is the later completion of the agreed transfer, payment and related deliverables. They may occur together, but they are often separated when financing, third-party consent or another condition remains outstanding. The contract should explain which obligations apply between those dates, what evidence is needed at closing and what happens if a condition is not satisfied by the agreed deadline.

• SECO: Transferring and selling a company
• Fedlex: Code of Obligations (Arts. 333 and 333a)