Share deal, asset deal, MBO: choosing a structure
The structures used in Swiss succession transactions and what each one means for liability, tax and the handover period.
6 min
Share deal
In a share deal the buyer acquires the shares of the company, and the business continues unchanged: contracts, employees, licences and history stay with the legal entity. This is the most common structure for an established Swiss AG or GmbH with transferable client relationships.
Because the buyer inherits the company's past as well as its present, share deals come with more extensive due diligence and a longer set of representations and warranties in the purchase agreement.
Asset deal
In an asset deal the buyer acquires selected assets — equipment, client contracts, intellectual property, sometimes the name — and leaves the legal entity with the seller. It is used where the buyer wants a clean perimeter, where historic risk is a concern, or where the seller is a sole proprietorship.
The trade-off is administrative: contracts generally need counterparty consent to transfer, and Swiss employment law transfers staff with the business unit, with the consequences that follow from that.
Management buy-out and internal succession
An MBO transfers the company to people already running it. It preserves continuity for clients and staff, and diligence is faster because the buyers know the business. The constraint is funding: management teams rarely hold the full purchase price.
These transactions usually combine bank debt, the buyers' own equity, and vendor financing from the outgoing owner, often with shares transferred in tranches over several years.
Staged transfer and vendor financing
A staged transfer sells a minority stake first, with the balance following at pre-agreed terms once the successor has proven themselves. It suits professional firms where client trust must be transferred alongside the shares.
Vendor financing — the seller leaving part of the price outstanding as a loan — is a normal feature rather than a warning sign. It signals confidence, and it is often the element that makes a bank comfortable with the rest of the funding.
Get tax advice before agreeing the shape
The structure has direct tax consequences in Switzerland, and they differ for the seller and the buyer. A private capital gain on shares, indirect partial liquidation, transposition, and the treatment of retained earnings are all sensitive to how the deal is drawn.
These questions belong with a qualified Swiss tax adviser and are best raised before terms are agreed, not after. SwissSuccession is not a regulated adviser and does not provide tax or legal advice.
General information for orientation only. It is not tax, legal or financial advice; obtain qualified Swiss advice for your situation.