Simplified merger (Switzerland)

A simplified merger (fusion simplifiée) is a streamlined procedure under Swiss Merger Act (LFus art. 23-24) allowing a parent company to absorb a subsidiary held at 90%+ without producing a merger report, appointing an auditor to verify the report, or convening a general meeting of the absorbed entity's shareholders. This simplified procedure significantly reduces the timeline and costs of a merger — particularly useful in post-acquisition group legal simplifications. The key requirements are the ownership threshold (≥90%), arm's length terms and registration with the commercial register.

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Example: six months after acquiring a Zurich SA (95% stake), the acquiring group proceeds with a simplified merger absorbing the subsidiary. Formalities are limited to board resolutions of both companies, a merger agreement, commercial register registration and SOGC publication. The operation is completed in 6 weeks — versus 3–4 months for an ordinary merger requiring a full merger report, auditor verification and general meeting.

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Hectelion advises on simplified merger procedures in post-acquisition Swiss group restructuring to minimise timeline and administrative costs.