Switzerland enforces a mandatory and suspensory merger control regime that applies to the entire economy. The system relies on the Federal Act of 1995 on Cartels and the Ordinance of 1996 on the Control of Concentrations of Undertakings. The Competition Commission, known as ComCo, holds the authority to approve or block transactions that meet specific turnover thresholds before they are implemented. This process is managed by the independent administrative authority, which investigates the deals and makes the final rulings. The Secretariat of the Competition Commission handles the investigations, ensuring that the competition setting remains fair. Swiss law requires this review.
The rules are about to change significantly. On December 4, 2025, the Swiss Federal Parliament passed a partial reform of the Cartel Act. This revision introduces the Significant Impediment to Effective Competition, or SIEC, test to Swiss merger control. The update aligns Swiss standards with the European Union’s framework. Authorities expect the new rules to enter into force in 2027. This shift brings a new level of scrutiny to deals that previously might have slipped through without review.
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In another development, the country is moving toward investor protection. Switzerland does not currently have a Foreign Direct Investment screening regime. However, Parliament adopted the Investment Screening Act on December 19, 2025. Officials expect this law to take effect no earlier than the following year. This legislative move indicates a growing trend toward greater oversight of cross-border investments.
Defining a Notifiable Transaction
A merger control obligation is triggered by a merger between independent undertakings or a change of control over an independent undertaking. Control can be either legal or de facto. A change of control includes the acquisition of direct or indirect control, or even the establishment of a joint venture. This definition is broad. It covers everything from a full-function joint venture to acquiring a minority stake that confers control. For example, minority share acquisitions or options can be caught if they lead to control through veto rights or strategic agreements.
Not all joint ventures count. To be considered a concentration, a joint venture must create an independent undertaking that performs all the functions of an autonomous economic entity on a lasting basis. A non-full-function joint venture falls outside the scope of merger control but may be reviewed under general competition law rules. 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. A sequence of transactions 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 system considers the turnover of all undertakings concerned.
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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. If financial positions are reported in a foreign currency, they must be converted into Swiss Francs using the average exchange rate published by the Swiss National Bank. The Swiss merger control regime does not have notification thresholds based on market share, share of supply, or similar metrics.
Exemptions and Enforcement Rules
There is practically no room for flexibility regarding asset-based notifications. The ComCo Secretariat grants a notification exemption only if the joint venture does not generate any turnover in Switzerland and has no current or future plans to become active in the market. This exemption is interpreted very narrowly, meaning notification is required if there is any uncertainty about whether the joint venture could generate turnover with Swiss customers in the future. Intra-group restructuring measures are not subject to the Swiss merger control regime as they do not qualify as a concentration.
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. There is no specific longstop date for the Secretariat to initiate these proceedings. Companies can consult with the Secretariat to discuss concerns regarding below-threshold transactions, but notification is mandatory when the thresholds are met. This obligation cannot be waived.
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There is a strict standstill obligation. Parties may not implement the deal before the authority grants clearance. From a civil law perspective, the deal’s contractual validity is suspended until formal clearance is granted. 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 and subsequently prohibited by the authority, the authority has the power to order its dissolution. The authority may also impose fines for breaching standstill obligations, regardless of whether it ultimately clears or prohibits the underlying merger transaction. The system relies on the cooperation of foreign authorities. The agency 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.