A foreign company may acquire a Swiss company (absorption by emigration) or form a new foreign company with a Swiss company (combination by emigration), provided the Swiss company can prove that:
all of its assets and liabilities will be transferred to the foreign company with the merger; and
the equity and membership rights will be adequately maintained in the foreign company.
The Swiss company must comply with all provisions of Swiss law applicable to the transferring company.
The creditors must be invited to file their claims by public notification announcing the forthcoming merger. Article 46 of the Mergers Act of 3 October 20031applies by analogy.
All other aspects of the merger are governed by the law applicable to the foreign acquiring company.