The transfer of assets

Restructuring is extremely important in today's economy. One way of restructuring is asset transfer. This involves the transfer of assets (and/or liabilities) from one legal entity to another. Find out how this works and what you need to bear in mind here.

The transfer

‍Asset transfers are available to companies and sole proprietorships registered in the commercial register, as well as limited partnerships for collective capital investments and investment companies with variable capital. For such a transfer to take place, a written transfer agreement must be concluded by the highest executive or administrative body. This agreement must specify the name or company name, registered office, and legal form of the legal entities involved. An inventory of the assets and liabilities being transferred is also required. Real estate, securities, and intangible assets must be listed individually. For other items, it is sufficient that they can be identified. A public deed is required for real estate, whereby one is sufficient even if several properties located in different cantons are affected. Assets, receivables, and intangible rights that cannot be identified on the basis of the inventory are not transferred by operation of law. In addition, the contract must stipulate any consideration and include a list of the employment relationships that are transferred with the transfer of assets. For a transfer of assets to be valid, the inventory must show a surplus of assets. The transfer of assets becomes legally effective upon entry in the commercial register. The consent of the shareholders is not required. They must simply be informed in the next annual financial statements or at the next general meeting.‍

Creditor and employee protection

‍Creditor protection is ensured by the fact that the previous debtor remains jointly and severally liable with the new debtor for debts incurred prior to the transfer of assets for a period of three years. In order to protect employees, they or their representatives must be informed in good time of the reasons for the transfer and of the legal, economic, and social consequences. If this obligation is not fulfilled, entry in the commercial register may be blocked. The employer, for its part, must take over the employment relationships with all rights and obligations. If the employee does not wish to work in this company after the transfer, they may still terminate their employment under the terms of the old contract. If a collective labor agreement applies, it must be complied with for at least one year or until it expires or is terminated by the employee association, whichever occurs first.

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