Merger agreement (parent-subsidiary-merger)

This Swiss law automated document was first released on 11 December 2017 and has been updated to include the possibility of a rescue merger (Sanierungsfusion), which applies when the balance sheet of one of the involved companies shows a qualified capital loss or an overindebtedness.

This merger agreement (Fusionsvertrag) is a Swiss-law governed agreement for a (intra-group) merger between a parent company (as absorbing and thus surviving company) and a subsidiary (as transferring company) in the form of a simplified merger (erleichterte Fusion). Please note that a merger between a subsidiary and its parent company where the subsidiary is the absorbing and thus surviving company can not be implemented by way of a simplified merger, but only by way of an ordinary merger. The questionnaire to produce this document is in English. The agreement is in German with an English translation, as it will need to be filed with the commercial register and is tailored for a merger between corporations (Aktiengesellschaften) and/or limited liability companies (Gesellschaften mit beschränkter Haftung). The agreement assumes that the parent company holds 100% of the shares of the subsidiary. This template also provides for the possibility of structuring the merger as a rescue merger (Sanierungsfusion) pursuant to article 6 MerA. In this case, a licensed audit expert (zugelassener Revisionsexperte) needs to confirm that the statutory requirements are met.

For a simplified merger (erleichterte Fusion), neither a merger report needs to be prepared, nor an examination of the merger agreement needs to be conducted, nor an inspection right to the shareholders/members needs to be granted, nor is it necessary to present the merger agreement to the shareholders/members for approval.

For the effectiveness of the merger, the parent company needs to register the merger with the commercial register by way of an application to the commercial register. The signed merger agreement, the merger balance sheet including the audit report (if any) as well as resolutions of the supreme management or administrative bodies (i.e. board of directors (AG) or management (GmbH)) approving the merger (in case the merger agreement is not signed by all members of such bodies) are to be attached to such application. In case of a rescue merger, the confirmation of a licensed audit expert pursuant to article 6 para 2 CO also needs to be attached to the application. Further, the deletion of the subsidiary needs to be registered with the commercial register. Templates for such applications and resolutions are also available on PartnerVine.

Terms which are configurable to the user’s needs include:

• Details of the parent company;
• Details of the subsidiary;
• Details regarding the employees of the involved companies;
• Details regarding the merger (i.e. type and date of the merger balance sheet, amounts of assets and liabilities to be transferred etc.); and
• In case of a rescue merger: Details regarding the overindebtedness or capital loss and details regarding the confirmation of the licensed audit expert.

Terms of Use

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Other Comments

Advice from group tax and accounting functions should be obtained prior to executing this agreement.