Sell your Swiss LLC shares.
Step by step.
Transferring your shares to an existing member or a new buyer? If the articles remain unchanged, you can generally prepare the transfer without a notarised deed.
Entreprendre.ch explains how to prepare and submit the documents yourself. This guide is free.
Swiss formalities · Reviewed on 9 September 2026
A transfer of shares.
Unchanged articles.
You are transferring existing shares
A member transfers some or all of their holding. The company continues to operate. The transfer alone does not change its total share capital.
Example: an LLC has 20 shares of CHF 1,000. Transferring five gives the buyer 25% of the capital. The company’s CHF 20,000 capital remains unchanged.
Check the articles and any members’ agreement
Review approval requirements, pre-emption rights, restrictions and obligations attached to the shares. A change to a provision in the articles, including a named-party clause or capital structure, may require a notary. A company buying back its own shares is subject to specific rules.
This guide concerns a Swiss limited liability company (Sàrl / GmbH). Transfers of SA / AG shares, a sole proprietorship or business assets follow different rules.
Your share transfer.
In five steps.
Prepare the agreement, obtain the necessary approval and notify the commercial register.
The register specifies which documents, signatures and filing methods it accepts.
Gather the transaction details
Obtain a current extract, the articles and the internal share register. Identify the parties, number of shares, nominal value and allocation after the transfer. Distinguish the price paid to the seller from nominal value.
Prepare and sign the agreement
Identify the parties, company and shares, price, payment terms, conditions and effective date. Include statutory obligations as required by Article 785 of the Swiss Code of Obligations, including additional contributions or ancillary obligations where applicable.
Use an official template adapted to the articles. Prepare the originals needed by the parties and register. An oral agreement is not sufficient.
Obtain the required approval
Unless the articles dispense with approval, obtain approval from the members’ meeting and prepare signed minutes. The agreement alone does not replace this approval.
The statutory threshold is at least two thirds of the votes represented and an absolute majority of all share capital carrying an exercisable voting right. The second threshold is not limited to the capital represented at the meeting. Check any special provisions in the articles.
File the transfer with the commercial register
Identify the company and its UID number (CHE-XXX.XXX.XXX). Describe the transfer and resulting holdings. Enclose the agreement, evidence of approval where required and requested identification documents.
Follow the cantonal signing rules: the usual case is one managing director with individual signing authority or two with joint signing authority by two. Submit originals or another accepted form. Scans sent by email do not necessarily constitute a valid filing.
Update the registers and signing powers
Update the internal share register when the transfer takes effect. Check the revised commercial register extract. Document any management or signing-power changes separately.
Check beneficial ownership obligations as well. The new transparency legislation takes effect on 1 October 2026, with transitional rules. Consult the Federal Office of Justice instructions for the date of your transaction.
Three official transfer templates
Transfer agreement, approval minutes and registration application from Vaud. Adapt them to your articles and check your canton’s filing requirements.
Fees and tax checks
Commercial register fees
You prepare and file the documents yourself. Fees depend on the entries, people and services involved. Ask the cantonal office for the applicable charges; no total below CHF 100 is guaranteed.
Tax needs a separate review
A sale of holdings may have tax consequences. Indirect partial liquidation and transposition are examples requiring attention before signing. A template does not resolve these issues. For a complex transaction, obtain advice from a professional of your choice.
Before filing, check names, UID number, signatures, dates, total shares and all enclosures. Keep a complete copy.
Cantonal forms and filing instructions
Geneva
Instructions and example applications for changes to your company.
Geneva instructions (French) →Vaud
Forms and supporting documents. Check the requirements for your legal form and situation.
Vaud forms and guidance (French) →Additional official sources
SECO: Swiss LLC transfers (French)
Federal Office of Justice: transparency register (French)
Before you get started.
Can I sell Swiss LLC shares without a notary?
Usually yes, if the transfer does not require an amendment to the articles. You need a written agreement, any required approval and a filing with the commercial register. Signature certification is a separate formality.
Can I transfer shares to an existing member?
Yes. You must still check the articles, sign the agreement and obtain any required approval. The commercial register must reflect the new allocation.
Does selling all my shares end my role as managing director?
Treat ownership, the management mandate and signing authority separately. The filing must clearly identify each change.
Must the sale price equal the nominal value?
No. Nominal value describes the stake in the company’s capital. The parties agree the sale price, taking into account the business value and the terms of the transaction.
Must the buyer certify their signature?
Acquiring shares alone does not require a specimen signature as a company representative. If the buyer also receives signing authority, check the certification requirements.
Is the procedure free?
This guide and the linked official resources are free to access. The commercial register charges fees. Signature certification and separately requested legal or tax advice may also be charged.
