New Swiss succession law on the transfer of businesses

On 10 June 2022, the Federal Council adopted its Message amending the Civil Code on the transfer of businesses by succession. The proposed provisions were intended to ensure greater stability for Swiss companies, especially SMEs, and thus for employment.

Inheritance law revision (part 1) – In force Since 1 January 2023

The first part of the revision of the inheritance law came into force on 1 January 2023. This revision offers greater freedom of disposition than was previously the case, resulting in greater flexibility in the transfer of businesses by way of succession and thus making it easier for entrepreneurs to transfer a business to an heir or a third party of their choice. In particular, the forced heirship share of descendants was reduced from three quarters to one half of their statutory inheritance share, and the forced heirship share of the testator's parents was abolished entirely. These changes increase the so-called freely available quota, meaning the share of the estate that can be transferred without forced heirship restrictions.

Company succession bill (part 2) – rejected by parliament

In addition to the general forced heirship reform, the Federal Council proposed three key measures specifically aimed at facilitating the transfer of businesses by succession:

• a right to the full allocation (integral assignment) of a business as part of the division of the estate if the deceased had not made provision for this, enabling a court to allocate the entire company to a suitable heir;
• the possibility of obtaining payment deferrals for the successor heir in relation to the other heirs, to prevent liquidity problems upon takeover; and
• specific rules on the settlement value of businesses between heirs, so that the time of transfer rather than the time of inheritance would be decisive in certain circumstances.

However, this company succession bill was ultimately rejected by Parliament. The bill is therefore definitively off the table. The Parliament took the view that there was no need for further regulation on this topic, considering that in most cases the succession of an SME is resolved amicably by mutual agreement.

As a result, Swiss inheritance law general rules continue to apply to companies with no special provisions.

International inheritance law – in force since 1 January 2025

Separately, on 22 December 2023, the Swiss Parliament adopted a revision of Chapter 6 (Succession Law) of the Federal Act on Private International Law (PILA), which entered into force on 1 January 2025. The revised provisions partially harmonise Swiss law with European law, in particular the EU Succession Regulation, by allowing Swiss nationals with multiple nationalities to elect a foreign national law to govern their succession — subject to compliance with Swiss forced heirship provisions. The new rules also reduce the risk of conflicting jurisdictions between Swiss and foreign authorities and enhance planning flexibility for individuals with assets in multiple countries.

Practical implications

Given the failure of the company succession bill, careful and proactive succession planning remains essential for Swiss business owners. The reduction in forced heirship shares since 1 January 2023 provides greater scope for testamentary planning, but the absence of specific company succession provisions means that entrepreneurs must still arrange their succession during their lifetime — or through testamentary dispositions — to ensure that their business is not fragmented or liquidated upon death. The use of last wills, inheritance contracts, and lifetime transfers remains critical to securing family business continuity.

For further questions, please contact Grégoire Uldry or Alexia Egger Castillo.