Switzerland

Swiss merger control is primarily governed by the Federal Act of 6 October 1995 on Cartels and other Restraints of Competition (Cartel Act or CartA) and the Ordinance of 17 June 1996 on the Control of Concentrations of Undertakings (Merger Control Ordinance or MCO).

Switzerland has a mandatory and suspensory merger control regime. Transactions meeting specific turnover thresholds must be notified to the competition authorities prior to their implementation.

The Secretariat of the Competition Commission (ComCo Secretariat) is responsible for investigating merger control transactions, whereas the decision-making body in relation to the transactions is the Competition Commission (ComCo). The ComCo (including the ComCo Secretariat) is an independent administrative authority.

The Swiss merger control regime generally applies economy-wide. However, specific provisions or alternative review mechanisms may apply to certain regulated sectors, such as banking, insurance, and telecommunications. These reviews often involve coordination with the relevant sector-specific regulators.

Switzerland does not yet have an FDI regime in place. However, on 19 December 2025, the Swiss Federal Parliament adopted the Investment Screening Act, which is expected to enter into force no earlier than 2027.

Switzerland is not a member of any supranational merger control framework.

ComCo engages in both formal and informal cooperation with certain foreign competition authorities, such as the EU Commission and the German Bundeskartellamt, especially in cross-border cases. This cooperation is based on formal agreements between the Swiss Confederation and the European Union, and the Federal Republic of Germany, respectively, regarding competition law matters.

ComCo may also cooperate with domestic regulators, particularly in regulated sectors.

On 4 December 2025, the Swiss Federal Parliament passed a partial reform of the Cartel Act. This reform introduces the Significant Impediment to Effective Competition (SIEC) test to the Swiss merger control regime, thereby aligning it with the EU merger control regime. This revision is expected to enter into force in 2027.

A Swiss merger control obligation is triggered by either the merger between two or more previously independent undertakings or a change of control over a previously independent undertaking or undertakings. Such transactions qualify as “concentrations”. A change of control includes both the acquisition of direct or indirect control over another independent undertaking or the establishment of a joint venture (whether it’s the establishment of a new, greenfield joint venture or the acquisition of joint control over an existing undertaking). Control can be either legal or de facto.

Minority share acquisitions or even the acquisition of certain rights can be caught by the Swiss merger control regime if they lead to de jure or de facto control, for instance, through veto rights over strategic decisions, significant influence through other agreements, or a sufficiently large minority stake combined with a dispersed shareholding structure. The lowest level of shareholding can accordingly even be 0%.

Generally, temporary changes of control are not caught if they are truly transitional and do not lead to a lasting alteration of the market structure.

Various types of transaction structures can be caught by the Swiss merger control regime if they qualify as a concentration (see Question 2.1, above). This includes acquisitions of 100% or lower levels of shareholdings that confer control over an independent undertaking, as well as acquisitions of assets of an independent undertaking that constitute a business. The formation of full-function joint ventures is also captured. Transactions such as the acquisition of options, warrants, or convertible debt structures can also be caught at the time such instruments are exercised, if they lead to an acquisition of control. As for acqui-hires, while we are not aware of specific published cases in this regard, these would likely be caught by the Swiss merger control regime if they qualify as a concentration and meet the relevant turnover thresholds.

The formation of a joint venture (either by establishing a new joint venture or acquiring joint control in an existing undertaking) is caught if it creates an independent undertaking that performs all the functions of an autonomous economic entity on a lasting basis (a so-called full-function joint venture).

A non-full-function joint venture would not fall within the scope of the Swiss merger control regime but may be reviewed under general competition law rules (e.g. unlawful agreements).

A sequence of transactions, such as successive acquisitions, between the same parties that lead to an overall change in control, is treated as a single transaction for Swiss merger control purposes if they are closely linked in time and intent. The most important factor in this regard is whether the transactions are interdependent, meaning one transaction would not occur without the other(s). In the case of such interrelated transactions, the different stages can be included in a single notification, which must be made prior to the closing of the transaction that leads to the overall change in control.

Interrelated transactions between different parties will not be treated as a single transaction if different undertakings ultimately acquire control.

A transaction that qualifies as a concentration must be notified if, in the last business year prior to the concentration:

• the transaction parties together generated a turnover of at least CHF 2 billion worldwide or a turnover in Switzerland of at least CHF 500 million; and
• at least two of the undertakings concerned each achieved a turnover in Switzerland of at least CHF 100 million.

Additionally, notification is required if a party involved in the concentration has been found dominant in a Swiss market in a final and binding decision under the Cartel Act, and a new transaction concerns either that market or an adjacent market, or a market upstream or downstream thereof.

The Swiss merger control turnover thresholds are not subject to a fixed annual review but can be amended by legislative changes.

The Swiss merger control regime considers the turnover of all undertakings concerned, meaning the acquiring and acquired party or target. The turnover of the entire group to which such undertakings belong is included, encompassing all directly or indirectly controlled entities.

For the creation of a new joint venture, the parent companies’ turnover is considered. For the acquisition of joint control over an existing undertaking, the joint venture’s own turnover is relevant alongside the parent companies’ turnover.

The relevant timeframe for turnover is the last business year of the undertakings concerned prior to the concentration.

Geographically, turnover is generally allocated to the place where goods or services are supplied, though specific rules apply to financial institutions and insurance companies. Net turnover is used for calculations, excluding sales taxes and other indirect taxes.

The Swiss merger control regime does not have an asset-based notification threshold.

If financial positions are reported in a foreign currency, they must be converted into Swiss Francs (CHF) using the average exchange rate published by the Swiss National Bank (SNB) for the relevant business year.

The Swiss merger control regime does not have notification thresholds based on market share, share of supply, or similar metrics. However, as noted in the response to Question 3.1, above, a notification obligation exists if an undertaking concerned has been found dominant in a Swiss market in a final and binding decision under the Cartel Act, and the transaction concerns either that market, an adjacent market, or a market upstream or downstream thereof.

Provided the undertakings concerned meet the turnover thresholds set out in Question 3.1, above, a transaction qualifying as a concentration must generally be notified in Switzerland.

However, the ComCo Secretariat’s practice provides a notification exemption for joint ventures that do not generate any turnover in Switzerland and have no current or future plans to become active in Switzerland (including no plans to supply products or services to Swiss customers in Switzerland or become active in a market with a geographic dimension that includes Switzerland, e.g., a Europe-wide or global market). This exemption is interpreted very narrowly, meaning notification is required if there is any uncertainty as to whether the joint venture could generate turnover with Swiss customers in the future.

There are no other exemptions beyond what is mentioned in Question 3.6, above. Intra-group restructuring measures are not subject to the Swiss merger control regime as they do not qualify as a concentration (i.e. the merger or change of control over independent undertakings).

The ComCo Secretariat has the power to initiate ex officio proceedings at any time after it becomes aware of a notifiable concentration that has not been notified.

No, ComCo generally cannot call in or take action against below-threshold transactions, unless there is a finding of dominance (see Question 3.1, above).

General competition law rules, such as those concerning the abuse of a dominant position, could potentially apply to certain aspects of a transaction even if it does not meet the Swiss merger control thresholds, but this is distinct from a merger control review.

There is no specific longstop date for ComCo to initiate ex officio proceedings for a transaction that should have been notified but was not.

The Swiss merger control regime does not provide for voluntary merger control notifications. However, parties may consult with the ComCo Secretariat to discuss concerns regarding below-threshold transactions.

Yes, notification is mandatory when jurisdictional thresholds are met. This obligation cannot be waived.

Yes, there is a standstill obligation, meaning the transaction may not be implemented before ComCo grants clearance. Additionally, from a civil law perspective, the transaction’s contractual validity is suspended until formal clearance.

Preparatory steps that do not lead to an irreversible change of control or competitive impact are permitted. However, parties must ensure that any preparatory steps do not qualify as an integration of the undertakings or an irreversible change of control.

If a merger transaction is completed in breach of the standstill obligation (“gun-jumping”) and subsequently prohibited by ComCo, ComCo has the power to order its dissolution. Additionally, ComCo may impose fines for breaching standstill obligations, regardless of whether it ultimately clears or prohibits the underlying merger transaction.

ComCo can waive the standstill obligation upon application by the transaction parties. However, such a waiver is granted only for important reasons, such as the reorganisation of failing companies or pending public takeover bids.

The parties acquiring control over a target company or forming a joint venture are responsible for submitting the notification. The seller is generally not responsible unless they are also acquiring control in the target company.

The ComCo Secretariat charges a review fee based on the hours spent on the merger control assessment. These fees may range from CHF 3,000 to CHF 20,000 (or more) for a Phase I investigation and can be higher for a Phase II investigation. The review fee is charged once the merger control assessment has concluded.

The notification can generally be made once the final transaction agreement is signed. However, notification can also be made prior to concluding the final agreement (e.g. after signing a memorandum of understanding or a letter of intent) if the parties demonstrate a good-faith intention to enter into a binding agreement and complete the transaction.

For public bid offers, it is possible to notify a transaction based on the intention to make such an offer, subject to the conditions mentioned above.

There is no specific deadline for submission. However, the standstill obligation means the Swiss merger control notification must occur before the implementation of the transaction.

Failure to notify the transaction before implementation constitutes gun-jumping and can lead to administrative sanctions of up to CHF 1 million for the merging parties or those acquiring control, criminal sanctions of up to CHF 20,000 imposed on individuals responsible for gun-jumping and civil law nullity of the transaction.

Yes, a prescribed notification form is available in German, French, and Italian under www.weko.admin.ch/de/meldeformulare.

The categories of information required in the form include details about the undertakings concerned (including their annual report and financial statements), the transaction (transaction description, rationale and structure), turnover information, information on relevant markets (such as market definition, market shares, competitors, customers and suppliers) and strategic documents or internal analyses related to the transaction. Transaction documents, such as the share purchase agreement and shareholders’ agreement, must also be provided.

Notifications and accompanying documents must generally be submitted in one of Switzerland’s official languages (German, French or Italian). English documents (particularly an attached EU Form CO) are often accepted as annexes but may require translation if crucial for the review. Key documents in other languages may also need to be translated.

Notarisation or apostilling of documents is generally not required.

No, currently there is no simplified procedure, or short-form notification for non-problematic cases similar to the EU Short Form CO. However, during the pre-notification procedure before the ComCo Secretariat, parties can request reductions in the scope of information required.

Pre-notification discussions are not formally required but are very common and highly recommended, especially for complex cases or those raising potential issues. These discussions typically commence with submitting a draft notification to the ComCo Secretariat. Their duration can vary, from one or two weeks for straightforward cases to several weeks for complex matters. There is no statutory time limit for these discussions.

The Swiss merger control review process has two phases:

• Phase I, the preliminary review, begins upon receipt of a complete notification and has a statutory timeline of one month, during which ComCo decides whether to clear the merger or open a Phase II investigation. The Phase I deadline only starts once the ComCo Secretariat deems the notification complete.
• Phase II, the in-depth investigation, is initiated if ComCo has serious competitive concerns and has a statutory timeline of four months. An extension of the timeline is only possible if ComCo is prevented from making its assessment due to circumstances for which the undertakings concerned are responsible (e.g. information requests are not responded to promptly, late submission of documents). In other words, ComCo may not extend the deadline at its own volition.

Remedy discussions can occur in both Phase I and Phase II.

If the statutory deadlines pass without action by ComCo, the transaction parties are free to complete the transaction.

Statutory deadlines for Phase I and Phase II are generally calculated in months (e.g. Phase I commences on the day following receipt of the complete notification and expires at the end of the day of the following month that has the same number as the day on which the period commences. If this day does not exist in the following month, the period expires on the last day of the following month).

If the last day of a period falls on an official holiday or a weekend, the deadline extends to the next working day.

For a non-problematic deal, the timeframe from signing to clearance, including preparing the draft filing, pre-notification discussions with the ComCo Secretariat, and the Phase I procedure, can potentially range from 8 to 14 weeks.

Public offers may lead to a coordination issue if they must fulfil the rules according to the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) or equivalent regulations, as well as the Cartel Act. In most cases, informal contact with the ComCo Secretariat (e.g. via a pre-notification) may prove helpful for discussing the best way to coordinate both procedures.

Third parties do not have party rights under the Swiss merger control regime. Additionally, third parties lack legal standing to appeal ComCo’s merger control decisions. Third parties may, however, provide their opinion in Phase II procedures and may also be requested by the ComCo Secretariat to provide their views in Phase I procedures.

It is not common practice in Switzerland for third parties to bring a non-notified merger transaction to ComCo’s attention.

ComCo and the ComCo Secretariat can request all necessary documents and information from the undertakings concerned and affected third parties, conduct hearings, and require the disclosure of internal documents, emails, and data. Information requests can be either informal or formal orders. Extensive document disclosure can be required in a Phase II investigation.

ComCo and the ComCo Secretariat are legally obliged to protect business secrets. Generally, parties must clearly mark confidential information in their submissions to ComCo and the ComCo Secretariat.

The Swiss merger control regime currently uses the “dominance-plus” test. ComCo assesses whether a transaction will create or strengthen a dominant position that could eliminate effective competition on a specific market and whether the transaction strengthens competition in another market in a way that outweighs the negative effects of the dominant position. As noted in Question 1.7, above, the Cartel Act is currently under revision, and the SIEC test will replace the dominance-plus test, potentially as of early or mid-2027.

Non-competition considerations such as public interest factors are not taken into account in the substantive assessment. However, if ComCo prohibits a transaction, the undertakings concerned may request a special authorisation based on public interest reasons from the Swiss Federal Council. To date, no such authorisation has been granted.

Under the currently applicable substantive test, ComCo may only consider efficiency considerations if they prevent the elimination of competition, and the efficiencies occur in a market other than the one affected by the merger transaction.

ComCo’s or the ComCo Secretariat’s concerns are usually communicated in writing. If ComCo decides to initiate a Phase II investigation, it will issue a notice to that effect. The undertakings concerned receive general party rights throughout the merger control assessment, including the right to a fair hearing, to inspect case files, to participate in evidence-taking, to be heard regarding evidence findings and any draft decision and to comment on the decision.

Remedies can be proposed and negotiated at any time during Phase I or Phase II. In cases with potential competitive concerns, it is generally recommended that the undertakings concerned propose and begin remedy negotiations with the ComCo Secretariat and/or ComCo as early as possible to allow sufficient time to discuss the remedies and potential market testing.

ComCo may impose both behavioural and structural remedies. These remedies may be imposed as conditions precedent prior to the closing of the transaction or as obligations for future behaviour following completion. Based on its practice to date, ComCo appears to impose behavioural remedies more often than structural remedies.

This depends on the type of remedies imposed. Based on ComCo’s practice to date, structural remedies may be either a condition for completing the transaction or an obligation following completion. Behavioural remedies are generally imposed as an obligation following completion.

Any remedies become part of ComCo’s binding clearance decision. Failure by the undertakings concerned to comply with such remedies can trigger sanctions of up to CHF 1 million. Repeated non-compliance may be sanctioned with a fine of up to 10% of total Swiss turnover. Natural persons responsible for non-compliance may also be sanctioned with a fine of up to CHF 20,000.

To ensure compliance, ComCo may impose reporting obligations on the undertakings concerned and appoint an independent third party, such as a trustee, to monitor compliance.

The ComCo Secretariat generally announces a Phase I clearance via a clearance letter addressed to the parties.

The initiation of a Phase II investigation is communicated to the parties in writing and published in the Official Gazette.

A Phase II investigation concludes with a formal decision that either clears the transaction unconditionally, permits it subject to the parties upholding imposed remedies, or prohibits the transaction.

Finally, ComCo’s merger control decisions will be published on ComCo’s website in electronic format once proceedings conclude and a non-confidential version of the decision has been prepared.

Clearance decisions come into immediate effect.

A ComCo clearance decision will include ancillary restraints upon explicit request from the undertakings concerned. Ancillary restraints that can generally be covered by the clearance decision include non-compete obligations, license agreements, and interim purchase-and-supply obligations.

Undertakings concerned may appeal ComCo’s decisions prohibiting or conditionally clearing a transaction. Appeals are lodged with the Federal Administrative Court, and that court’s decision can be appealed before the Federal Supreme Court. The time limit for lodging an appeal is generally 30 days from the decision’s notification. Third parties do not have legal standing to appeal decisions clearing a transaction.

In cases of failure to notify or late notification, parties subject to the notification obligation (i.e. merging undertakings or undertakings acquiring control) may face an administrative fine of up to CHF 1 million. The highest administrative fine imposed to date amounted to CHF 68,400. While enforcement is generally against domestic companies, fines have also been imposed in foreign-to-foreign transactions that were not notified despite triggering a notification obligation in Switzerland.

Members of the management of parties subject to a notification obligation may also face a criminal law fine of up to CHF 20,000. Such fines have not been issued to date.

Finally, from a civil law perspective, the contractual validity of a notifiable transaction is void until ComCo formally clears it.

Yes, implementing a merger before clearance is considered gun-jumping and incurs the same sanctions as failure to notify (see Question 7.1, above).

Yes, any undertaking that does not or does not fully fulfil its obligation to provide information or documents may be sanctioned with an administrative law fine of up to CHF 100,000. Additionally, any natural person who does not comply with the obligation to provide information may be sanctioned with a criminal law fine of up to CHF 20,000.