How to Set Up an Acquisition Vehicle (acquico / SPV) for a Private‑equity Deal in Switzerland, Step‑by‑step (2026)

Understanding how to set up an acquisition vehicle for a private equity deal in Switzerland is essential for any fund manager, in‑house counsel or CFO preparing to deploy capital into a Swiss target. Private equity funds investing in Swiss portfolio companies routinely incorporate a dedicated special‑purpose vehicle, commonly called an AcquiCo or NewCo, to ring‑fence deal risk, optimise tax treatment and facilitate acquisition financing. This guide walks through the entire AcquiCo process in Switzerland from pre‑formation decisions through to post‑closing registrations, including the practical effects of the Investment Screening Act adopted by Parliament on 19 December 2025 and expected to enter into force in 2027.

Overview of the Acquisition Vehicle Process and Who It Applies To

An acquisition vehicle in Switzerland is a newly incorporated company, typically a share corporation (Aktiengesellschaft / AG, governed by Art. 620 et seq. of the Swiss Code of Obligations) or a limited liability company (GmbH), formed solely to acquire and hold shares in a target company. The AcquiCo is usually held directly or indirectly by the private‑equity fund and serves as the contracting party under the share purchase agreement (SPA).

Funds use a Swiss AcquiCo rather than a foreign SPV when the structure delivers advantages in one or more of the following areas: access to Swiss participation exemption on dividend income and capital gains; the ability to push down acquisition debt and deduct interest against the target’s operating income (via a downstream merger); cleaner closing mechanics under Swiss law; and eligibility for Switzerland’s extensive double‑tax‑treaty network.

The acquisition vehicle process follows a predictable sequence of phases regardless of deal size:

1. Preparation, structure decision, jurisdiction and entity‑type selection, adviser engagement.
2. Formation, notarial incorporation, capital deposit, commercial‑register entry.
3. Financing, equity contributions, shareholder loans, bank acquisition financing.
4. Acquisition, SPA execution, regulatory clearances, closing mechanics.
5. Post‑closing, register updates, tax elections, downstream merger planning.

The process applies to domestic and foreign private‑equity sponsors, family offices, strategic acquirers structuring through a dedicated vehicle, and management teams participating in buyouts. Industry observers expect increasing use of Swiss AcquiCos in 2026 and 2027 as the Investment Screening Act introduces additional pre‑closing notifications for certain foreign‑state‑controlled investors, making a locally incorporated vehicle with clear Swiss governance a practical advantage.

Eligibility and Prerequisites for SPV Formation in Switzerland

There are no nationality restrictions on who may incorporate and hold shares in a Swiss AG or GmbH. Foreign investors, including offshore fund vehicles, Luxembourg SCSps, Cayman limited partnerships and Delaware LLCs, may act as founding shareholders. The key pre‑formation decisions are structural, tax‑driven and regulatory.

Choosing Between AG and GmbH

The AG (Art. 620 et seq. CO) requires minimum share capital of CHF 100,000, of which at least CHF 50,000 must be paid in at formation. The AG offers bearer‑share abolition (all shares are now registered), flexible share‑transfer provisions and greater anonymity in the commercial register regarding shareholder identities. The GmbH (Art. 772 et seq. CO) requires minimum capital of CHF 20,000, fully paid at formation, but publishes the names and capital contributions of all quota‑holders in the commercial register. For private‑equity transactions, the AG is the predominant choice because of its structural flexibility, ease of share transfer and familiarity to international investors.

Pre‑Formation Decision Checklist

• Jurisdiction and canton. The canton of incorporation affects notary fees, registration speed and cantonal tax rates. Zurich, Zug, Schwyz and Geneva are common choices.
• Legal form. AG for most PE deals; GmbH only where capital efficiency or specific co‑investment structures require it.
• Capital structure. Minimum share capital plus planned equity contributions and shareholder‑loan ratios (thin‑capitalisation rules apply).
• Board composition and residency. At least one board member must be authorised to represent the company. Where all directors are non‑Swiss residents, a Swiss‑resident director or a Swiss‑domiciled management company is required for effective management and tax‑residence purposes.
• Bank selection. Identify a Swiss bank willing to open the capital‑deposit account; begin KYC documentation early.
• Auditor. An opt‑out from a full audit is possible if the company has fewer than ten full‑time employees and shareholders unanimously consent. Most AcquiCos use the opt‑out.
• AML / KYC compliance. Banks and fiduciaries involved in the formation will require full beneficial‑owner identification under Swiss anti‑money‑laundering rules.

A foreign vehicle may act as the AcquiCo without incorporating in Switzerland, but this approach sacrifices Swiss participation‑exemption benefits, complicates downstream merger mechanics and may trigger withholding‑tax leakage on dividend flows. For most leveraged and growth‑equity transactions, a Swiss NewCo remains the standard approach.

Step‑by‑Step Procedure to Set Up an Acquisition Vehicle in Switzerland

The following numbered steps outline the AcquiCo process from initial structuring through to post‑closing registration. The timeline table below summarises actors and typical durations for each phase.

Step 1: Decide Structure and Jurisdiction

The GP and transaction counsel select the entity type (AG or GmbH), canton of incorporation, capital structure and board composition. Tax counsel confirms participation‑exemption eligibility, thin‑capitalisation limits and withholding‑tax planning. An outline term‑sheet for the AcquiCo’s equity and debt is prepared. This phase typically takes 1–5 business days.

Step 2: Incorporate the AcquiCo

Swiss counsel drafts the articles of association (Statuten) and the public deed of incorporation. The founders appear (in person or by power of attorney) before a Swiss notary to execute the founding deed. Before the notarial signing, the founders deposit the share capital into a blocked bank account at a Swiss bank, which issues a capital‑deposit certificate. The notary then files the founding documents with the cantonal commercial register. Registration and publication in the Swiss Official Gazette of Commerce (SHAB) typically follow within 1–7 business days of filing, though processing times vary by canton. The entire incorporation sequence takes 2–4 weeks.

Step 3: Open the Operational Bank Account and Release Capital

Once the AcquiCo is entered in the commercial register, the bank releases the blocked capital‑deposit account into the company’s operational account. This step depends heavily on bank KYC processing times, which can range from 1–14 days. Deal teams should begin KYC documentation well before the notarial signing to avoid delays.

Step 4: Make Pre‑Closing Tax and Accounting Elections

Tax counsel confirms whether issuance stamp duty applies to the AcquiCo’s share capital (1% on equity exceeding CHF 1,000,000) and reviews withholding‑tax implications of planned shareholder loans. Where the AcquiCo will eventually merge downstream into the target, counsel evaluates merger‑exemption eligibility and timing. Advance tax rulings may be sought from the competent cantonal or federal tax authority. This work‑stream runs concurrently with formation and takes 2–7 days for initial elections.

Step 5: Complete Due Diligence and Negotiate the SPA

Buyer and seller counsel finalise legal, financial and tax due diligence. The SPA is negotiated, including representations, indemnities, escrow terms, locked‑box or completion‑accounts mechanics, and conditions precedent. Where the acquisition vehicle is newly formed, the SPA will typically contain limited warranties from the AcquiCo backed by an equity commitment letter from the fund or warranty and indemnity (W&I) insurance.

Step 6: Obtain Shareholder Approvals and Board Resolutions

The AcquiCo board and its shareholders (i.e., the fund) pass resolutions authorising the acquisition, the entry into acquisition financing, and any security packages (pledges, guarantees). If the target has existing shareholders, their approvals and any tag‑along / drag‑along mechanics are addressed in parallel. This step takes 1–7 days depending on signing logistics.

Step 7: File Pre‑Closing Regulatory Notifications

Counsel assesses whether the transaction triggers Swiss merger‑control notification thresholds (COMCO) or, once the Investment Screening Act enters force, a mandatory notification to SECO. If the acquirer is a foreign state‑controlled investor and the target operates in a critical sector, early voluntary pre‑notification is advisable to avoid blocking the closing. Depending on the regulatory pathway, this phase may add 2–12 weeks or more.

Step 8: Execute Closing Mechanics

On the closing date, the parties execute funds flow: the AcquiCo (or escrow agent) releases the purchase price to the seller; the seller delivers executed share‑transfer forms and updates the target’s share register; board resignations and appointments take effect; and ancillary documents (intercreditor agreements, security assignments, management agreements) are delivered. The notary or company secretary files any necessary commercial‑register amendments reflecting new ownership or board changes.

Step 9: Complete Post‑Closing Steps

Within 1–14 days of closing, the deal team completes post‑closing registrations: commercial‑register updates for the target’s board and signatory changes; tax filings (including stamp‑duty returns to the Federal Tax Administration / ESTV); preparation of statutory minutes; and, where applicable, initiation of the downstream merger process. Insurance endorsements, employee notifications and regulatory change‑of‑control filings in regulated sectors are handled concurrently.

Required Documents for an Acquisition Vehicle in Switzerland

The documents needed to form a Swiss AcquiCo and execute a private‑equity acquisition fall into two categories: formation documents (filed with the commercial register) and transaction documents (exchanged at closing). The table below consolidates both categories into a single checklist.

Some cantonal commercial registers may require certified translations of foreign‑language corporate documents (e.g., fund partnership agreements or certificates of incumbency). Counsel should confirm canton‑specific requirements early in the formation process. An AcquiCo documents checklist for private equity deals in Switzerland is a useful planning tool, deal teams should prepare and circulate it at the structure‑decision stage.

Timeline and Key Deadlines for the AcquiCo Process in Switzerland

The total elapsed time from structure decision to completed acquisition varies widely depending on deal complexity, regulatory requirements and bank KYC processing. As a working framework, the following timeline applies to a straightforward mid‑market buyout with no merger‑control or investment‑screening triggers.

• Weeks 1–2: Structure decision, adviser engagement, begin KYC with bank, instruct counsel to draft articles.
• Weeks 2–4: Notarial signing, capital deposit, commercial‑register filing and SHAB publication. The AcquiCo legally exists upon entry in the register.
• Weeks 3–6: Bank account activated, capital released, tax elections confirmed.
• Weeks 4–16: Due diligence, SPA negotiation and execution (this work‑stream typically runs in parallel with formation).
• Week 16+ (or earlier): Closing and post‑closing steps.

Three categories of deadlines govern the timeline. Statutory deadlines include the cantonal commercial register’s processing period (typically 1–7 business days after filing) and, once the ISA enters force, the investment‑screening review period set by SECO. Transactional deadlines are set by the SPA, the long‑stop date for conditions precedent, the escrow‑release schedule and the completion‑accounts delivery period. Administrative deadlines include SHAB publication (which follows automatically after commercial‑register entry) and stamp‑duty reporting (due within 30 days of the taxable event under ESTV rules).

Fast‑tracking is possible. Deal teams that pre‑fill bank KYC, instruct the notary before term‑sheet signature and use shelf companies (pre‑incorporated AcquiCos) can compress the formation phase to under one week. Shelf companies are available from Swiss corporate‑service providers and can be renamed, recapitalised and repurposed for the transaction at closing.

Costs, Fees and Tax Considerations for a Swiss Acquisition Vehicle

Setting up an acquisition vehicle in Switzerland involves formation costs, transaction fees and ongoing tax obligations. The table below provides indicative ranges for a standard mid‑market PE transaction.

Tax Considerations When Structuring the AcquiCo

Two federal stamp duties are relevant. Issuance stamp duty is levied at 1% on the fair market value of equity rights issued by the AcquiCo, with an exemption for the first CHF 1,000,000 of equity. This means a standard CHF 100,000 AG formation does not trigger issuance duty, but subsequent capital increases, common in leveraged buyouts where equity contributions are upsized at closing, will attract the charge on the excess. Transfer stamp duty (turnover tax) is levied at 0. 15% on the purchase price of domestic securities and 0. 30% on foreign securities when a Swiss securities dealer (broadly defined to include banks and, in certain circumstances, holding companies) is party to the transaction.

Careful structuring of the funds‑flow mechanics and the choice of intermediary can reduce or eliminate transfer‑stamp exposure.

Restructuring and intra‑group exemptions exist for both duties. Where the AcquiCo will merge downstream into the target shortly after closing, the merger may qualify for stamp‑duty relief if structured within the parameters set by the Federal Tax Administration (ESTV). Tax counsel should confirm eligibility and file the necessary elections before closing.

What Changes in 2026, and the Investment Screening Act (2027)

The most consequential regulatory development for acquisition vehicles in Switzerland is the Investment Screening Act (ISA), adopted by Parliament on 19 December 2025. The ISA is expected to enter into force in 2027, once the implementing ordinance is finalised. Although the Act is not yet in force, deal teams structuring acquisitions in 2026 should already factor its requirements into transaction planning.

Who Is Affected

The ISA targets acquisitions by foreign state‑controlled investors, entities directly or indirectly controlled by a foreign government, of Swiss companies operating in security‑critical sectors. The sectors identified in the legislative dispatch include defence, energy (electricity and gas), telecommunications, water supply, healthcare, and transport infrastructure. Private‑equity funds that are not state‑controlled fall outside the scope of the ISA, but funds with sovereign‑wealth‑fund co‑investors or state‑backed limited partners should assess whether the ISA may apply to their specific investor base.

Pre‑Closing Steps for 2026 Transactions

Even before the ISA formally enters force, industry observers expect SECO to begin accepting voluntary pre‑notifications from acquirers seeking informal guidance on whether a planned transaction would fall within the Act’s scope. Deal teams should:

• Conduct an early ISA assessment at the structure‑decision stage to determine whether the target operates in a critical sector and whether any investor in the fund chain is state‑controlled.
• Draft SPA conditions precedent that expressly address ISA approval as a closing condition where the Act may apply: for example, “Closing is conditional upon receipt of SECO clearance or confirmation that no notification is required.”
• Allocate screening risk between buyer and seller through break‑fee, timetable‑extension and regulatory‑efforts clauses.

Once the ISA enters force, a mandatory pre‑closing notification to SECO will be required for in‑scope transactions. Completing an acquisition without the required clearance will likely expose the acquirer to sanctions, including forced divestment. The implementing ordinance will define the precise notification form, review periods and appeal mechanisms.

Common Pitfalls When Setting Up an Acquisition Vehicle, and How to Avoid Them

• Late bank KYC causing formation delay. Swiss banks require extensive beneficial‑owner documentation for offshore fund structures. Begin KYC submissions at least two weeks before the planned notarial signing. Provide certified copies of fund partnership agreements, investor registers and ultimate beneficial‑owner declarations upfront.
• Missed stamp‑duty planning. Failing to evaluate issuance and transfer stamp duty before closing can create unexpected tax costs. Engage tax counsel at the structure‑decision stage and consider advance rulings for complex capital structures.
• Ignoring Investment Screening triggers. Even before the ISA enters force, deal teams should screen for state‑controlled investors in the fund’s LP base. A late discovery that the ISA applies can delay or block closing.
• Board‑residency non‑compliance. If all AcquiCo directors are non‑Swiss residents without a Swiss management presence, the company may fail to establish Swiss tax residence, undermining participation‑exemption claims. Appoint at least one Swiss‑resident director or engage a local management company.
• Inconsistent articles of association. Boilerplate articles that do not reflect the deal’s governance requirements (transfer restrictions, pre‑emption rights, drag‑along and tag‑along mechanics) cause disputes post‑closing. Tailor the Statuten to mirror the shareholders’ agreement.
• Underestimating post‑closing obligations. Register updates, stamp‑duty returns and downstream‑merger elections have fixed deadlines. Build a post‑closing checklist with responsible persons and due dates before signing the SPA.

Sources

1. SECO, Investment Screening Overview
2. Federal Council / admin.ch, Investment Screening Act Dispatch
3. KMU.admin.ch, Swiss Commercial Register Guidance
4. Federal Tax Administration (ESTV), Stamp Duty
5. Goldblum and Partners, SPV in Switzerland: Steps and Costs
6. Walder Wyss, Structuring of Private Equity Acquisitions in Switzerland
7. Lenz & Staehelin, Swiss Private Equity: Structures and Guidance
8. Homburger, Transfer Stamp Duty for Intra‑Group Intermediaries