Swiss LLC (Sàrl)

The Sàrl (Société à responsabilité limitée / Gesellschaft mit beschränkter Haftung, GmbH) is the most common corporate form for small and medium-sized companies in Switzerland, governed by Articles 772–827 of the Swiss Code of Obligations (CO). It offers a simpler governance structure than the SA (Aktiengesellschaft), lower minimum capital (CHF 20,000 vs. CHF 100,000 for a SA), and direct disclosure of shareholders in the commercial register — a transparency feature that differentiates it from the French SARL in cross-border structuring.

The Sàrl's key characteristics in a Franco-Swiss M&A context include: shares are represented by "parts sociales" (not certificates), transfers require a notarial deed (unlike SA share transfers which are typically private), the register of shareholders is public, and the transfer of more than 10% of the parts sociales to a non-shareholder requires approval by shareholders representing at least 75% of the share capital (unless the articles provide otherwise). This last feature creates a governance consideration in acquisition structuring — particularly in hostile or contested scenarios.

In a due diligence on a Swiss Sàrl, the public register of shareholders provides visibility on the ownership structure that is not available for SA shareholders. Valuation of Sàrl shares typically follows the same methods as for SA shares (DCF, multiples, practitioners' method), but the lack of transferability of parts sociales without shareholder approval may justify a liquidity discount relative to freely transferable SA shares.

At Hectelion, we value Swiss Sàrl shares and advise on acquisition structuring in our valuation and M&A advisory mandates.