Legal transformation (Switzerland)

Legal transformation (transformation légale) is a Swiss corporate restructuring operation under the Merger Act (LFus art. 53 ff.) whereby a company changes its legal form — for example from a Sàrl (LLC) to a SA (joint stock company) or vice versa — while maintaining legal continuity: all assets, liabilities, contracts and employee relationships are automatically transferred to the new form without interruption. Unlike a dissolution and re-incorporation, legal transformation does not trigger early repayment clauses or require creditor consent. In M&A, it is sometimes used to optimise the legal structure of a target ahead of an acquisition or to facilitate a fundraising.

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Example: a Swiss Sàrl with CHF 4.0 million revenue decides to transform into a SA ahead of a Series A fundraising. The transformation is approved by the shareholders' meeting, filed with the commercial register and completed within 4 weeks — without requiring creditor consent or creating tax consequences, while enabling the issuance of share classes and convertible instruments required by institutional investors.

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Hectelion advises on legal transformation decisions in the context of M&A preparation and fundraising structuring for Swiss companies.