Swiss merger control is governed by the Federal Act on Cartels and Other Restraints of Competition (the “Cartel Act” or CartA) and the Ordinance on the Control of Concentrations of Undertakings (the “Merger Control Ordinance” or MCO).

In addition, the Swiss Competition Commission (“ComCo”) and its Secretariat have published communications and guidelines on the application of the relevant merger control provisions.

There is currently no general foreign investment control regime in force in Switzerland. Special requirements apply in certain sectors where the conduct of business requires prior authorisation – in particular, in sectors that were formerly served by public monopolies, such as telecommunications, broadcasting and airline transport services. Furthermore, the acquisition of a real estate company (a company whose primary purpose is to hold real estate) in Switzerland may require a permit from the competent cantonal authority under the Federal Act on the Acquisition of Real Estate by Foreign Persons. This legislative framework will change, however.

Foreign Investment Control Legislation Approved

On 19 December 2025, the Swiss parliament approved a new law on the control of foreign direct investment. After disagreements between the two chambers, Parliament ultimately agreed on a “minimal version” that provides for the review of acquisitions of control of domestic companies by foreign state-controlled investors through an approval process if certain thresholds are met. According to the new law, acquisitions of Swiss undertakings will be notifiable if:

• a foreign state investor acquires control;
• a (security-)critical sector is concerned; and
• certain de minimis or turnover thresholds are exceeded.

The implementation of the regulations is currently being prepared and is expected in the second quarter of 2026. The bill will most likely enter into force in mid-2027.

See 9. Foreign Direct Investment/Subsidies Review for more details.

Swiss merger control law is enforced by ComCo and the Secretariat. ComCo serves as the decision-making body and consists of 11 to 15 members (currently 12), whom the Federal Council elects. The Secretariat conducts investigations, prepares ComCo’s decisions and, together with one member of ComCo’s presiding body, issues the necessary procedural rulings.

The total headcount of the Secretariat at the end of 2021 (the most recent report available) amounted to 76 employees (65.2 FTE). The Secretariat is divided into four departments, each responsible for product markets, services, infrastructure and construction; a fifth department, Resources, provides administrative and technical support within the Secretariat.

In the banking sector, the Swiss Financial Market Supervisory Authority (FINMA) may intervene if it considers that concentration risks impair creditors’ interests. In such a case, FINMA takes the place of ComCo and invites it to submit an opinion. The takeover of CS by UBS by way of an absorption merger within the meaning of Article 3(1)(a) and Article 4(1)(a) of the Merger Act was subject to the review competence of FINMA as a merger within the meaning of Article 4(3)(a) CartA because the protection of creditor interests was decisive for the assessment of admissibility and FINMA had assumed jurisdiction.

Notification is compulsory if the relevant turnover thresholds are exceeded or if the undertaking concerned has been held to be dominant in a relevant market in a final and binding decision (see 2.5 Jurisdictional Thresholds). There are no exceptions to this regime.

If a notifiable concentration is implemented without prior notification, the undertaking that was obliged to notify may be fined up to CHF1 million. In such a case, ComCo may investigate the concentration ex officio and impose any necessary remedies. Additionally, the responsible individual(s) may be fined up to CHF20,000 each.

There have been several instances where companies have been fined for failing to notify. These fines are publicly disclosed and to date, no individuals have faced them.

If a notifiable concentration is not notified, its legal effect under civil law is suspended (ie, the closing is null and void).

The following transactions constitute concentrations subject to merger control:

• the merger of two or more previously independent undertakings; and
• any transaction, but in particular the acquisition of an equity interest or the conclusion of an agreement, by which one or more undertakings acquire direct or indirect control of one or more previously independent undertakings or parts thereof.

“Control” is understood under Swiss merger control as the ability to exercise a decisive influence over the activities of another undertaking by the acquisition of rights or shares or by any other means. It is irrelevant whether control is acquired directly or indirectly, de jure or de facto. The means of obtaining control may, in particular, involve the acquisition of the following, either individually or in combination:

• ownership rights or the right to use all or part of the assets of an undertaking; and/or
• rights or agreements that confer a decisive influence on the composition, deliberations or decisions of the organs of an undertaking.

In Switzerland, acquiring minority or other interests that do not grant control is not subject to notification. However, such acquisitions can be reviewed as potentially anti-competitive agreements. ComCo states that an acquisition may be classified as an anti-competitive agreement if the parties involved intend to co-operate.

In the first instance, Swiss merger control applies a turnover test. A concentration is notifiable if two turnover thresholds are cumulatively met:

• in the financial year preceding the concentration, the undertakings concerned together reported a turnover of at least CHF2 billion or a turnover in Switzerland of at least CHF500 million; and
• at least two of the undertakings concerned reported a turnover in Switzerland of at least CHF100 million.

Compared to international standards, these turnover thresholds are relatively high. The undertakings concerned are the merging parties (in the case of a merger) or the acquiring and acquired undertaking, that is, excluding the seller (in the case of an acquisition of control).

In addition, notification of a concentration is mandatory – irrespective of the turnover achieved – if one of the undertakings concerned (acquirer and target, but excluding the seller) has, in a final and non-appealable decision, been held to be dominant in a market in Switzerland and if the concentration concerns either that market, an adjacent market or a market upstream or downstream thereof. For this threshold to be applicable, dominance must be determined in the binding part of the decision – that is, the notification obligation is not triggered if an undertaking is only deemed to be dominant in the reasoning of a decision.

As part of a major revision of the Cartel Act which was approved by the Swiss parliament in December 2025 and will enter into force presumably in the course of 2027, for international mergers that are also assessed by the European Commission, the revised Cartel Act will waive the notification requirement if all the affected markets are defined geographically in such a way that they cover Switzerland and at least the EEA. However, the significance of this change should not be overestimated. Even today, merger notifications in Switzerland in such cases are regularly based on the notification submitted to the EU Commission. As defining the geographic scope of affected markets can be uncertain, many concentrations will still have to be notified to ComCo in case of doubt. It is the responsibility of the companies concerned to check the conditions for a waiver of notification and, in the event of an erroneous waiver of notification, this must be reported “without delay”.

Turnover is calculated on a consolidated basis (excluding intra-group sales). Turnover is geographically allocated to the place where competition for the relevant customer has taken place, which is normally the domicile of the customer. If the parties involved do not sell directly to customers in Switzerland but use Swiss billing addresses for invoicing transactions that occur outside the country, that revenue will not be considered as generated in Switzerland.

In the case of insurance companies, “turnover” is replaced by “annual gross insurance premium income” and in the case of banks and other financial intermediaries, it is replaced by “gross income”.

Sales booked in a foreign currency will be converted into Swiss francs in accordance with generally accepted accounting principles applicable in Switzerland. In practice, the average yearly exchange rates published by the Federal Tax Administration are regularly used to convert foreign currencies.

The turnover of an undertaking comprises the turnover of the entire group – that is, the turnover of its subsidiaries, parent companies, sister companies and joint venture companies, but excluding intra-group sales. The seller’s turnover need not be included with that of the target. The turnover of a joint venture that is jointly controlled by undertakings will be apportioned among those undertakings in equal parts (again, excluding any intra-group sales).

Changes in the business during the reference period are reflected in a manner similar to that under EU competition law. The turnover of a business divested in the financial year preceding the concentration must be subtracted in full and the turnover of acquired businesses must be added in full.

Foreign-to-foreign transactions in Switzerland are subject to merger control if the relevant thresholds are met. The Federal Supreme Court has determined that meeting these thresholds indicates sufficient local effects.

Foreign joint ventures are an exception to this, however. The Secretariat has published a notice according to which it does not consider the establishment of a joint venture in Switzerland notifiable (even if the joint venture’s parent companies meet the turnover thresholds) if:

• the joint venture does not have any activities in Switzerland; and
• such activities are neither planned nor foreseeable.

ComCo has recently modified the conditions of the exemption to notify in a consultation (Worldline Merchant Service Italia S.p.A./Credito Emiliano S.p.A., 2024), introducing two additional criteria. For the exemption to apply, in addition to both conditions outlined above, the following two conditions have to be met:

• the products or services of the joint venture could not be potentially acquired abroad by Swiss customers, ie, these products or services are also not potentially offered or delivered in or into Switzerland; and
• the geographic markets where the joint venture is active do not comprise Switzerland (in particular, these markets are defined as national or non-European).

Jurisdictional thresholds in Switzerland are initially based on turnover. The additional notification obligation based on one party’s confirmed dominance (see 2.5 Jurisdictional Thresholds) requires that the concentration concerns either:

• that market;
• an adjacent market; or
• a market upstream or downstream thereof.

Therefore, the confirmed dominance of one party is not, in itself, sufficient to trigger a notification obligation.

Conversely, it is not required that there be a substantive overlap in the market where one party is dominant for this threshold to be met; however, it is sufficient that the transaction has a competitive relationship with such a market.

Three types of joint ventures are subject to merger control:

• the acquisition of joint control over an existing joint venture constitutes a concentration if the joint venture performs all the functions of an autonomous economic entity on a lasting basis;
• the creation of a new joint venture constitutes a concentration if the joint venture performs all the functions of an autonomous economic entity on a lasting basis and if the business activities of at least one of the controlling undertakings are transferred to the joint venture; and
• the acquisition of joint control over an existing undertaking constitutes a concentration.

If the jurisdictional thresholds are not met, ComCo does not have the power to investigate a transaction or impose any corrective measures if such a transaction creates or strengthens a dominant position likely to eliminate effective competition.

Implementation of a transaction must be suspended prior to clearance.

If a notifiable transaction is executed before clearance, the undertakings concerned may be fined up to CHF1 million. The responsible individual(s) may, in addition, be fined up to CHF20,000. These fines are made public. Fines have also been imposed in cases involving foreign-to-foreign transactions.

The parties may request ComCo to authorise the implementation of the concentration prior to the review period. The parties must provide a valid justification for early implementation, such as situations in which the concentration would otherwise be jeopardised or in which suspending implementation during the review period could cause substantial harm to third parties.

Special rules apply to concentrations of banks deemed necessary for creditor protection. Such concentrations are reviewed by FINMA, which may allow implementation at any stage of the proceedings. The takeover of CS by UBS by way of an absorption merger within the meaning of Article 3(1)(a) and Article 4(1)(a) of the Merger Act was subject to the review competence of FINMA as a merger within the meaning of Article 4(3)(a) CartA because the protection of creditor interests has been decisive for the assessment of admissibility and FINMA has assumed jurisdiction.

There are no specific rules for public takeover bids. ComCo should be contacted in advance for such bids to allow for co-ordination of its proceedings with those of the competent takeover board. It is also possible to request authorisation prior to the expiry of the review period in such cases or to propose arrangements on voting rights (see 2.15 Circumstances Where Implementation Before Clearance Is Permitted).

A carve-out of affected businesses or assets to allow the closing of a global transaction before receiving clearance in Switzerland has not been accepted by ComCo to date. In particular, in the case of takeover bids, ComCo has, in practice, accepted arrangements limiting voting rights during pending merger control proceedings.

There are no specific deadlines for notification. Notification must be submitted prior to the implementation of the concentration and the concentration must not be implemented prior to clearance (or grant of a derogation from the suspensive effect). Implementation without notification (see 2.2 Failure to Notify) or during pending proceedings (see 2.13 Penalties for the Implementation of a Transaction Before Clearance) may result in a fine for the entity concerned of up to CHF1 million.

In addition, the responsible individual(s) may be fined up to CHF20,000 each.

In principle, a concentration can only be notified once the parties have reached a binding agreement. In practice, ComCo accepts notifications at an earlier stage when the parties can demonstrate a good-faith intent to reach a binding agreement, as expressed in a letter of intention or a memorandum of understanding. There have yet to be any cases in which a notification has been accepted at a stage where such good-faith intention could not be documented in writing.

In November 2024, the Ordinance on Fees under the Cartel Act was changed. Since 1 January 2025, ComCo’s filing fee for Phase 1 and Phase 2 procedures is calculated on an hourly basis, with rates ranging from CHF100 to CHF400 (depending on the urgency of the matter and the function level of the staff carrying out the work).

Based on experience from recent filings, the average filing fee is expected to amount to approximately CHF5,000-25,000 in Phase 1. Usually, the notifying undertaking is requested to pay after the expiry of the review period.

In the case of a merger, both merging parties need to jointly submit the notification. In the case of an acquisition of control, the notification obligation is upon the undertaking(s) acquiring control. If a joint notification is made, the notifying companies have to designate at least one joint representative.

ComCo has published a form for notifying concentrations. Essentially, the notifying undertaking(s) are required to submit the following information:

• name, domicile and a brief description of the business activities of the undertakings concerned;
• a description of the planned concentration, including the goals that are pursued with it;
• the turnover, gross premiums or gross income, as the case may be, of the undertakings concerned in Switzerland and worldwide;
• information on the relevant product and geographic markets affected, including market shares of the undertakings concerned and principal competitors for the preceding three years; and
• information regarding market entries in the past five years and expected market entries, as well as the market entry costs.

In addition, copies of the following documents need to be provided:

• the most recent annual accounts and reports of the undertakings concerned;
• any agreements affecting or related to the transaction;
• in the case of a public takeover, offer documentation; and
• reports, analyses and business plans made with regard to the concentration, to the extent they contain relevant information for the competitive assessment of the concentration.

The notification form may be submitted in any official Swiss language (ie, German, French or Italian). Accompanying documents may also be submitted in English. There are no requirements for the formalisation of submitted documents, such as certification, notarisation or apostillation.

There are no penalties for incomplete or inaccurate notifications. However, the review period will only commence once the notification is complete. Within ten days of submission of the notification, the Secretariat will confirm its completeness or request additional information.

ComCo is required to notify the undertakings concerned within one month (Phase I) of receiving the complete notification whether it intends to open an investigation. If no such notice is given within that time period, the transaction may be implemented. ComCo often provides the companies in such cases with a “comfort letter” stating that it considers the concentration unobjectionable.

If ComCo decides to open an investigation, this must be completed within four months unless ComCo is prevented from doing so for reasons attributable to the undertakings concerned (Phase II).

The parties can and typically do engage in pre-notification with the Secretariat. The parties submit a draft filing for the Secretariat’s review and comment on any additional information required for the notification to be considered complete. In complex transactions, pre-notification is generally welcomed by the Secretariat and highly recommended.

The Secretariat regularly requests information during the review process. If the request pertains to information the Secretariat considers necessary for the completeness of the notification, the review period begins only after such information has been submitted. The Secretariat may also request additional information that is not required for completeness of the notification.

The parties are obliged to provide such information within the deadline set by the Secretariat, but the request does not suspend the review period.

Prior to the notification of a concentration, the undertakings concerned and the Secretariat may mutually agree on the details of the notification’s content. The Secretariat may grant exemptions from the obligation to submit specific information or documents. In practice, this is particularly relevant for foreign-to-foreign mergers with limited impact on the Swiss market.

The substantive test is based on a dominance test supplemented by an additional test on the remaining degree of competition. According to this “dominance-plus test”, a concentration may only be prohibited if:

• the transaction creates or strengthens a dominant position;
• that dominant position is liable to eliminate effective competition in the relevant market; and
• the transaction does not strengthen competition in another market, outweighing the negative effects of the dominant position.

Compared to other jurisdictions, this threshold is high. Given this high threshold, in the past 22 years (the current merger control system was introduced in 1996), only the following five mergers have been prohibited by ComCo:

• Berner Zeitung/Thuner Tagblatt (1998, notification withdrawn prior to formal prohibition);
• Berner Zeitung/20 Minuten (2004, subsequently cleared upon appeal, subject to obligations);
• France Télécom/Sunrise Communications (2012);
• Ticketcorner/Starticket (2017); and
• Schweizerische Post/Quickmail Group (2024).

The dominance-plus test will soon be replaced by the SIEC test (a significant impediment to effective competition), as it is applied in the EU. This replacement is part of a major revision of the Cartel Act, which was approved by the Swiss parliament in December 2025. As the implementation of the regulations is currently being prepared and drafts are expected in the second quarter of 2026, the amended law (introducing the SIEC test) will presumably enter into force in 2027.

The switch from the dominance-plus test to the SIEC test brings the substantive assessment in Swiss merger control in line with the international standard.

Unlike the dominance-plus test, the SIEC test allows for intervention in cases of unilateral or “non-coordinated”, effects below the threshold for single market dominance. This makes it easier to target certain mergers that significantly impede competition, such as those leading to non-collusive oligopolies, either by prohibiting them or approving them subject to conditions and obligations. It is no longer necessary to establish that such mergers lead to the creation or strengthening of a dominant market position.

Markets are considered affected by the transaction if either two or more of the undertakings concerned jointly hold a market share of 20% or more in Switzerland or the relevant geographic market or in which one of the undertakings concerned holds a market share of 30% or more in Switzerland or the relevant geographic market.

ComCo regularly considers the practice of the European Commission, in particular with regard to market definitions. Furthermore, case law from neighbouring countries of Switzerland will also be considered, specifically the practice of the German Federal Cartel Office.

As mentioned in 4.1 Substantive Test, the current substantive test in Switzerland is a dominance-plus test. Applying this test, ComCo investigates unilateral effects, co-ordinated effects in the case of oligopolies, conglomerate effects, as well as vertical concerns and the elimination of potential competition.

In the past, ComCo often did not consider economic efficiencies as a mitigating factor. In theory, efficiencies may be taken into account if they are likely to prevent the elimination of effective competition.

Furthermore, under the Swiss substantive test, economic efficiency gains in one market may outweigh the effects of creating or strengthening a dominant position in another market (see 4.1 Substantive Test). This part of the test has not had practical relevance for a long time. In a recent case, however, for the first time, ComCo authorised a concentration (Gateway Basel Nord, 2019) explicitly based on that provision (Article 10(2)(b) Cartel Act), which indicates the increased role of economic efficiencies in Swiss merger control law (see 10.2 Recent Enforcement Record).

It is expected that incorporating the SIEC test into the Swiss Cartel Act (as part of the major revision of the Cartel Act) will enable a more accurate assessment of merger-related efficiency gains. These efficiency benefits (eg, synergies) must be substantiated and verifiable, which entails an increased obligation on the part of companies to cooperate and provide evidence.

ComCo does not consider non-competition issues, such as industrial policy, national security, foreign investment, employment or other public interest issues, in its review of planned concentrations. As an exception to that principle, the Cartel Act provides that in a concentration of banks that is deemed necessary by FINMA for reasons related to creditor protection, the interests of creditors may be given priority (Article 10(3) Cartel Act). In such a case, FINMA takes the place of ComCo. To give an example, the takeover of CS by UBS by way of an absorption merger within the meaning of Article 3(1)(a) and Article 4(1)(a) of the Merger Act was subject to the review competence of FINMA as a merger within the meaning of Article 4(3)(a) CartA because the protection of creditor interests has been decisive for the assessment of admissibility and FINMA has assumed jurisdiction.

If ComCo prohibits a concentration, the companies involved can request that the Federal Council of Switzerland authorise it on public interest grounds. In these instances, the Federal Council may consider both competition-related and non-competition-related factors when evaluating the concentration. To date, no such authorisation has been granted.

New Federal Act on Foreign Direct Investment Control

On 19 December 2025, the Swiss parliament approved a new law introducing foreign investment control into the Swiss legal framework. After disagreements between the two chambers, Parliament ultimately agreed on a “minimal version” that provides for the review of acquisitions of control over domestic companies by foreign state-controlled investors, subject to an approval process if certain thresholds are met (see 1.2 Legislation Relating to Particular Sectors). The law establishes a notification and approval requirement for certain takeovers of domestic undertakings by foreign state investors (prior to closing) that endanger or threaten Switzerland’s public order or security. The investment control rules will be separate from the merger control rules. The notification must be submitted to the State Secretariat for Economic Affairs (SECO), but the competence not to approve a notifiable investment will, however, be held exclusively by the Federal Council at the request of the EAER. See 9. Foreign Direct Investment/Subsidies Review for more details.

No specific rules apply to joint ventures, which are also assessed under the dominance-plus test (see 4.1 Substantive Test).

ComCo may prohibit or interfere with a transaction only if the conditions of the dominance-plus test are met (see 4.1 Substantive Test). If the companies do not comply with a prohibition decision, ComCo may take all the necessary steps to restore effective competition. In particular, ComCo may order the separation of any combined undertakings or the cessation of the controlling influence. Additionally, ComCo may impose a fine of up to CHF1 million on companies that fail to comply with a prohibition decision.

A concentration may be cleared subject to certain conditions or obligations. The law does not specify the types of conditions or obligations that may be ordered. In practice, both divestitures and certain behavioural remedies have been implemented and the scope of these remedies is discussed by the parties with ComCo.

Both behavioural and structural remedies have been used in practice and the choice depends on the characteristics of the affected markets and the identified competition concerns. While ComCo prefers structural undertakings (ie, divestitures), it has been shown to be more open to behavioural remedies than the European Commission.

In the case of international transactions, it is particularly important to co-ordinate the remedies offered with those offered by other competition authorities, in particular the European Commission.

Remedies ordered by ComCo can only take into account competition issues.

The law does not set a standard that remedies must meet to be deemed acceptable.

Other than in EU merger control proceedings, there are no procedural provisions under Swiss law regarding remedies, such as the timing of their negotiations. The most appropriate moment to initiate remedy negotiations must be determined on a case-by-case basis.

ComCo does not depend on the parties to propose remedies; instead, it can order remedies on its own. However, in practice, the parties are closely involved in the development of potential remedies.

Swiss law distinguishes between conditions and obligations: conditions need to be fulfilled before the concentration is completed, whereas obligations must be executed thereafter. In the latter case, according to the practice of ComCo, the remedy must be implemented within a specified period – that is, it is not sufficient for the parties to commit to divest certain assets “as early as possible”.

If remedies are not fully complied with, ComCo may impose sanctions of up to CHF1 million or, in the case of repeated non-compliance, up to 10% of the overall turnover of all undertakings involved in Switzerland.

At the end of Phase I proceedings (preliminary investigation), ComCo may issue an order to clear the transaction if conditions and obligations are imposed. Without remedies, ComCo does not regularly issue a formal order at the end of Phase I; instead, it provides the parties with a comfort letter clearing the transaction. ComCo cannot prohibit the transaction at the end of Phase I.

At the end of Phase II proceedings (in-depth investigation), a formal decision is issued to clear the concentration (potentially subject to conditions and/or obligations) or to prohibit it.

In 2017, ComCo issued a prohibition decision (one of only five prohibitions since 1996) regarding the proposed concentration of Ticketcorner and Starticket. There has not been a clearance subject to conditions and/or obligations recently.

ComCo only considers ancillary restraints to the extent they are directly related to and necessary for the concentration. Whether these conditions are imposed is assessed according to criteria comparable to those applicable under EU competition law, as set out in the European Commission’s Notice on Ancillary Restraints.

However, ancillary restraints that qualify under these criteria are not automatically covered by the transaction clearance but only upon specific request. ComCo expects the notifying undertaking(s) to specifically describe the ancillary restraints and provide an assessment in the notification as to why they qualify as directly related and necessary to the concentration.

The Secretariat regularly sends questionnaires to third parties, including customers and competitors, to solicit their opinions on a planned concentration and to gain a better understanding of market conditions and the competitive environment. These third parties do not have any formal procedural rights. ComCo is neither obliged to send out questionnaires nor to consider the replies received.

Third parties also do not have legal standing to appeal merger decisions.

The Secretariat regularly contacts third parties as part of its review process by sending out questionnaires. Where remedies are offered, the Secretariat may obtain assessments of such remedies from market participants (ie, market testing).

The fact that a notification is submitted is not made public. Conversely, the decision to open an investigation proceeding (Phase II) and the final decision of ComCo authorising or prohibiting a concentration are published in the Official Federal Gazette and in the Swiss Official Gazette of Commerce. Further, ComCo regularly publishes the reasoning for its merger decisions in its quarterly journal.

The undertakings concerned may specify what information they consider to be business secrets and request that ComCo keep such information confidential. In the event of a difference of opinion on whether certain information constitutes a business secret, ComCo will issue an appealable order.

The agreement between the EU and Switzerland on co-operation in applying their competition laws provides a framework for co-operation between ComCo and the European Commission. By virtue of this agreement, information may, under limited circumstances, be shared with the other authority without the consent of the undertakings concerned (second-generation agreement). In such a case, ComCo must notify the undertaking concerned and invite it to express its views before transmitting the data to the European Commission.

Regarding other authorities, such an exchange of information is permissible only with the parties’ consent. Typically, ComCo will then request a waiver letter from the undertakings concerned.

Decisions of ComCo in merger control cases are subject to an appeal to the Federal Administrative Court. The Federal Administrative Court has full jurisdiction to review ComCo’s findings of fact, legal assessment and sanctions or penalties under all aspects of fact and law.

The judgment of the Federal Administrative Court may be appealed to the Federal Supreme Court. The Federal Supreme Court can review the judgment only for conformity with the law. It is bound by the facts that have been established before the Federal Administrative Court unless they are manifestly incorrect or have been determined in violation of legal provisions.

An appeal to the Federal Administrative Court needs to be filed within 30 days of formal notification of ComCo’s decision. The duration of the appeals proceedings varies but it usually takes significantly longer than a year.

An appeal to the Federal Supreme Court must be filed within 30 days of receiving the formal notification of the judgment of the Federal Administrative Court. The duration of the proceedings regularly exceeds a year.

Third parties cannot appeal a clearance decision.

There is currently no general foreign investment control in Switzerland; however, special requirements apply in certain sectors where prior government approval is required (eg, banking, securities and real estate) – see 1.2 Legislation Relating to Particular Sectors. However, the legal situation is going to change.

Main Content

On 19 December 2025, the Swiss parliament approved a new law introducing foreign investment control into the Swiss legal framework. The law provides for the review of acquisitions of control of domestic companies by foreign state-controlled investors through an approval process if certain thresholds are met. According to the new law, acquisitions of Swiss undertakings will be notifiable if:

• a foreign state investor acquires control;
• a (security-)critical sector is concerned; and
• certain de minimis or turnover thresholds are exceeded.

Examples of (security-)critical sectors include defence equipment, electricity grids and production, as well as health and telecoms infrastructures.

The investment control rules will be separate from the merger control rules. The notification must be submitted to SECO and the decision not to approve a notifiable investment will, however, be held exclusively by the Federal Council.

The implementation of the regulations is currently being prepared and is expected in the second quarter of 2026. The bill will most likely enter into force in mid-2027.