01 · Restructuring
Statutes amendments, mergers, conversions.
From simple name and registered-office changes (CHF 800) to full FusG-compliant mergers (CHF 8,000–25,000). Hourly rate CHF 250 with targeted flat fees for common operations.
02 · Three operation classes
Amendments, mergers, conversions and demergers.
Statutes amendments
Change of name, registered office, purpose, signing rules, share capital. Notarial deed + Handelsregister filing. Typical flat fee CHF 800–1,500 depending on amendment scope.
Mergers (FusG)
Merger by absorption or merger by combination under the Federal Merger Act (FusG). Includes board resolutions, audited merger balance sheet, employee consultations, Handelsregister filing in both cantons. Hourly engagement, typical CHF 8,000–25,000.
Conversions / demergers
GmbH-to-AG conversion, demerger by spin-off, asset transfer under FusG. Each requires shareholder resolution, audited opening balance sheet, and Handelsregister registration. Hourly engagement.
03 · Pricing
Flat fee for common amendments. Hourly above that.
| Service | Our fee | Market range |
|---|---|---|
| Hourly rate (lawyer) | CHF 250 / hour | CHF 250–550 |
| Statutes amendment (simple, single-issue) | from CHF 800 | CHF 1,000–3,000 |
| Statutes amendment (multi-issue) | from CHF 1,500 | CHF 2,000–5,000 |
| Capital increase / decrease + HR filing | from CHF 1,900 | CHF 2,000–8,000 |
| Initial restructuring consultation (30 min) | free | CHF 0–350 |
Notary fees and Handelsregister office fees are passed through at cost. Auditor fees (where required) coordinated separately with the chosen audit firm.
04 · Mandate scope
Drafting, deeds, filings, employee notices.
- Drafting of board / shareholder resolutions
- Notarial deed coordination (we work with bonded notaries)
- Audited balance sheet preparation (coordination with auditor)
- Handelsregister filing in the cantonal register
- FusG-compliant merger / demerger / conversion documentation where applicable
- Employee consultations and statutory notice drafting where required
05 · Process
Scoping → drafting → shareholder approval → filing.
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01
Scoping
Free 30-minute call to identify the operation, applicable statute (OR articles, FusG, Civil Code), and required documentation. Quote follows within 24 hours.
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02
Drafting
Resolutions, articles amendments, balance sheets. 1–4 weeks depending on operation complexity.
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03
Shareholder approval
General meeting or written shareholder consent. We prepare minutes and the formal resolution.
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04
Filing + registration
Notarial deed where required, Handelsregister filing, publication in SHAB (Swiss Official Gazette of Commerce). 2–6 weeks at the registry.
06 · FAQ
Frequently asked questions.
When is a Swiss merger compliant with FusG required?
The Federal Merger Act (FusG) governs mergers, demergers, conversions, and asset transfers between Swiss entities. Almost any structural change involving Swiss legal persons triggers FusG procedures: documentation, audited balance sheet, employee consultations, Handelsregister registration. Cross-border mergers are also covered (FusG art. 163 ff for emigration / immigration mergers).
How long does a capital increase take?
Two to four weeks for an ordinary capital increase. Steps: shareholder resolution, capital subscription (or contribution-in-kind audited), notarial deed of increase, Handelsregister filing. Authorised capital increases (where the board has standing authority) are faster — 1 week if the authority is already in place.
Can I move my registered office to a different canton?
Yes — by shareholder resolution and double Handelsregister filing (deletion in old canton, registration in new canton). Notary required in the new canton. Typical timeline 3–6 weeks. Cost: CHF 1,200 our fee + CHF 200–400 office fees + notary fee.
What is a Swiss spin-off (Abspaltung)?
A demerger transferring part of a company's assets and liabilities to a new or existing company under FusG. Useful when separating business lines, preparing for partial sale, or isolating regulated activity. Requires audited balance sheets of both source and recipient entity, employee notification, and HR filing in both cantons.
When does a conversion (Umwandlung) make sense?
Most common: converting a GmbH into an AG to enable capital raising or simplify share transfers. The legal person remains the same — only the form changes. Requires shareholder unanimity (or specified majority), audited balance sheet, articles redrafted to AG standard, and Handelsregister filing. Total cost typically CHF 4,500–8,500 including notary and registry fees.
Are employee consultations required?
Under FusG art. 28 employees must be informed about a merger / demerger that affects them. The information must be provided before the merger is approved by the general meeting. Employee representatives (where they exist) may submit observations. We draft the notice and coordinate timing.
07 · Get started
Tell us the operation.
One paragraph: what change you need, which Swiss entity, expected timeline. We confirm scope, applicable statute, and quote within 24 hours.