A foreign-owned group acquires a controlling stake in a Swiss technology company. The transaction closes, registrations are filed with the Handelsregister Schweiz (Swiss Commercial Register), and the integration begins. Weeks later, the acquirer receives formal correspondence from Swiss authorities: the investment required prior notification under newly enacted screening legislation – and none was filed. The consequences range from suspension orders to mandatory divestiture proceedings. This scenario is no longer hypothetical.
Switzerland has introduced a foreign investment screening regime requiring advance notification for acquisitions in sensitive sectors. The obligation applies to non-Swiss acquirers crossing defined ownership thresholds in companies operating in sectors designated as critical to national security or public order. Notifications must be submitted before closing, and transactions completed without clearance face suspension or unwinding.
This alert explains what changed, which business categories are affected, and what international companies must do immediately to avoid regulatory exposure.
What changed and when it takes effect
Switzerland's investment screening legislation introduces a mandatory pre-closing notification mechanism for foreign direct investments in designated sensitive sectors. The regime applies to acquisitions by non-Swiss investors – whether direct or indirect – of controlling or significant minority stakes in Swiss target companies.
The legal basis sits within Switzerland's investment control legislation, which complements existing provisions under Swiss commercial legislation (the Obligationenrecht – Swiss Code of Obligations) and sector-specific regulatory rules. The Bundesgericht (Federal Supreme Court of Switzerland) has previously addressed analogous questions of investment control through competition and public interest principles. The new screening regime codifies and expands these protections into a standalone notification requirement.
The regime entered into force in 2025. Transactions signed after the effective date are subject to the notification obligation even where closing occurs later. Retroactive application to transactions already closed before the effective date is not contemplated. However. Any renegotiation or restructuring of a pre-existing deal that results in a new transfer of control will trigger a fresh filing obligation.
The Swiss screening authority has discretion to extend review periods where additional information is requested. A standard review runs for several weeks from the date of a complete notification. Substantive reviews – where the authority identifies potential concerns – may take considerably longer. International companies should build these timelines into transaction schedules from the outset.
Who is affected and which sectors are in scope
The notification obligation falls on non-Swiss acquirers – including companies incorporated as an Aktiengesellschaft (AG) or Gesellschaft mit beschränkter Haftung (GmbH CH) in Switzerland but ultimately controlled by foreign interests. The threshold for notification is triggered by acquisitions that confer control or reach defined ownership levels in a Swiss target. Both direct acquisitions and indirect changes of control are captured.
Sectors currently designated as sensitive include:
- Critical infrastructure – energy, water, transport, and telecommunications networks
- Defence and dual-use technology
- Financial market infrastructure, including payment systems and investment fund operators
- Healthcare and pharmaceutical supply chains
- Data and digital infrastructure, including cloud services and cybersecurity providers
Companies engaged in securities offerings, IPO processes, or prospectus-driven capital raises that result in a foreign investor acquiring a qualifying stake are not automatically exempt. Disclosure obligations under securities legislation run in parallel with, and do not substitute for, the investment screening notification. Similarly, a listing on a Swiss exchange or a change of listing requirements does not displace the screening obligation where a qualifying foreign acquisition occurs.
Targets that appear to fall outside the sensitive sectors on the face of their commercial register entry should exercise caution. The screening authority looks at actual business activities, not only at registered objects. A company whose core revenue derives from critical infrastructure services may be caught even if its corporate documentation describes broader commercial purposes.
To receive a tailored assessment of whether your transaction triggers notification obligations in Switzerland, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
Failing to notify is not a minor procedural deficiency. The screening authority may suspend a transaction, impose conditions, or order divestiture. For international groups with time-sensitive deal timelines, the commercial cost of these consequences is severe. The following steps are required immediately.
Conduct a sector classification review. Before signing any binding agreement, verify whether the Swiss target operates – even partly – in a designated sector. This requires analysis beyond the company's Handelsregister Schweiz entry and should cover actual service contracts, regulatory licences held, and supply chain relationships with public entities.
Assess the acquirer's ownership structure. The nationality and ultimate beneficial ownership of the acquiring entity determine whether the notification obligation applies. Complex holding structures involving intermediate vehicles incorporated in Switzerland do not automatically exclude the transaction from screening if the ultimate controlling party is non-Swiss.
Integrate screening into transaction timelines. Pre-closing notification means that signing-to-closing periods must accommodate the review window. For transactions in sensitive sectors, a minimum buffer of several weeks should be built in. Longer buffers are advisable where the target operates in multiple sensitive sectors or where the acquirer has prior enforcement history.
Prepare the notification file in advance. The notification must cover detailed information about the acquirer, the transaction structure, the target's activities, and the acquirer's ownership chain. Assembling this documentation after signing – rather than in parallel with due diligence – creates unnecessary delay and increases the risk of an incomplete submission.
Monitor parallel obligations. Investment screening sits alongside existing disclosure obligations under Swiss securities legislation, prospectus requirements for public offers, and any relevant Obligationenrecht provisions governing corporate approvals. International companies should verify compliance with all applicable regimes simultaneously rather than treating screening as an isolated step.
For companies with existing investments in Switzerland, the new regime warrants a review of any planned restructuring, secondary transfers, or changes to governance arrangements that could constitute a notifiable event. The obligation applies to new acquisitions of control – not only to greenfield entries.
For a preliminary review of your investment structure in Switzerland and whether the new screening rules apply to your situation, reach out to us at info@ferrazwhitmore.com.
Further detail on the broader capital markets and regulatory environment in Switzerland is available in our overview of capital markets services in Switzerland. For the banking and financial services dimension of investment transactions, see our analysis of banking and finance matters in Switzerland. A comparable alert on investment screening developments in another European market is available in our alert on investment screening in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our capital markets and regulatory practice supports international investors, corporates, and in-house legal teams managing foreign investment screening obligations in Switzerland and across Europe. As a law firm in Switzerland with cross-border capabilities, we combine Portuguese civil law expertise with English common law tradition to deliver practical, results-oriented counsel. Our team includes practitioners with experience advising on securities offerings, investment fund structures, and regulatory approvals before Swiss and EU authorities. Engaging a lawyer in Switzerland with knowledge of both local screening rules and international transaction practice is essential where deal timelines are at stake. To discuss how the new notification requirements apply to your investment, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.