Business Succession

Three Routes Out of a Business

A succession goes to the family, to existing management or to a third party. All three routes have their own pitfalls. The family solution is emotionally and legally demanding: it concerns not only the business but the distribution of the entire estate. The management buy-out secures continuity but frequently founders on financing, which is why vendor loans and staggered purchase prices are common. The sale to a third party usually achieves a better price but requires due diligence, for which many SMEs are unprepared.

Which route fits is decided not in the contract but at the outset: by the owning family's objectives, the time horizon and how heavily the business depends on the owner personally. We start with that stocktake.

What Must Be Cleaned Up Before a Sale

Most succession processes lose time over points that were known for years: the business premises sit in the same company as the operating business. Key contracts contain change-of-control clauses. Customer relationships run through the owner personally. There is no shareholders' agreement, but three shareholders. Licences and trade marks are held by a private individual. Such points can be resolved — but not in the four weeks before signing. We work through them early and, where necessary, rebuild the structure: conversion, demerger or spin-off under the Merger Act.

Purchase Agreement and Completion

A contract for the sale of a business is not a form. What matters are representations and warranties, limitation of liability by amount and time, the treatment of known risks, any earn-out, the seller's non-competition undertaking and the transition phase in which the owner still works in the business. In an asset deal Art. 333 of the Code of Obligations applies as well: employment relationships transfer by operation of law, and the workforce must be consulted beforehand. Completion — share transfer, amendment of articles, resolutions, commercial register filing — we carry out ourselves as notaries.

Inheritance and Matrimonial Property Law Belong With It

A succession that does not survive a death is no succession. Transferring the business during your lifetime triggers questions of equalisation and abatement; allocating it by will means observing the compulsory portions. Since the 2023 inheritance law reform the freely disposable quota is larger, which makes planning easier. The safest route remains an inheritance contract in which all parties expressly record valuation, set-off and any waivers. The marital agreement should be reviewed in parallel — on death, matrimonial property law applies before inheritance law.

Business Succession in Eastern Switzerland

We accompany SME owners in Wil SG, Teufen AR, Zurich and Gossau SG through the whole process, working together with your fiduciary and your bank — from the first stocktake to the entry in the commercial register.