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Introduction
Merger control in Switzerland is governed by the Federal Act on Cartels and Other Restraints of Competition (Cartel Act, or KG) and the Ordinance on the Control of Concentrations of Undertakings (VKU). The Swiss Competition Commission (COMCO) reviews mergers and acquisitions that meet certain turnover thresholds. As of 2026, these thresholds have been updated to reflect economic developments. This article provides a comprehensive overview of the 2026 Swiss antitrust merger control thresholds, explaining who must notify, what qualifies as a concentration, and the procedural steps involved.
What Are the 2026 Swiss Antitrust Merger Control Thresholds?
The 2026 Swiss antitrust merger control thresholds determine whether a proposed concentration must be notified to COMCO. The thresholds are based on the worldwide aggregate turnover of the undertakings concerned and the turnover achieved in Switzerland. As of January 1, 2026, the thresholds are as follows:
- Worldwide aggregate turnover: The parties must have a combined worldwide turnover of at least CHF 2 billion in the preceding business year.
- Swiss turnover: At least two of the parties must each have a turnover of at least CHF 100 million in Switzerland in the preceding business year.
If both thresholds are met, the transaction must be notified to COMCO before completion. There is also a secondary threshold for transactions that may affect a market with a dominant position, even if the turnover thresholds are not met, but this is less common.
How Are Turnover Calculated?
Turnover is calculated based on the total sales of goods and services in the ordinary course of business, excluding value-added tax and other taxes directly related to turnover. For groups of companies, the turnover of all entities within the group is aggregated, including parent companies, subsidiaries, and affiliates. Only turnover realized in Switzerland is considered for the Swiss-specific threshold. Intra-group transactions are excluded.
Key Changes in 2026 Thresholds
The 2026 thresholds represent an increase from previous years. In 2025, the thresholds were CHF 1.5 billion worldwide and CHF 75 million per party in Switzerland. The increase reflects inflation and economic growth. Businesses should be aware that the thresholds are adjusted periodically, typically every two years, to maintain their economic relevance.
Who Must Notify?
Notification is mandatory for any concentration that meets the thresholds, regardless of whether the parties are Swiss or foreign. The obligation falls on the acquiring party or parties. In a merger, the merged entity is responsible for notification. In a joint venture, the parties establishing the joint venture must notify. If the thresholds are not met, notification is voluntary, but parties may still seek clearance for legal certainty.
What Is a Concentration?
Under Swiss law, a concentration occurs when:
- Two or more previously independent undertakings merge, or
- One or more undertakings acquire direct or indirect control over the whole or parts of one or more other undertakings, or
- A joint venture is created that performs all functions of an autonomous economic entity on a lasting basis.
Minority acquisitions that do not confer control are generally not notifiable unless they involve a change from joint to sole control or vice versa.
Exemptions and Special Cases
Certain transactions are exempt from notification even if the thresholds are met. These include:
- Acquisitions by banks or insurance companies in the ordinary course of business (e.g., for resale).
- Transactions where the target does not generate material turnover in Switzerland (e.g., de minimis presence).
- Concentrations that are already subject to EU merger control and have a limited effect in Switzerland (though notification may still be required if Swiss thresholds are met).
Additionally, the Swiss Federal Council may exempt concentrations in the public interest, but this is rare.
Notification Procedure
Once it is determined that the thresholds are met, the parties must submit a formal notification to COMCO. The notification must include detailed information about the parties, the transaction, the relevant markets, and the competitive effects. The procedure is as follows:
- Pre-notification discussions (optional): Parties can engage in informal talks with COMCO to clarify jurisdictional issues or the scope of information required.
- Formal notification: A complete notification form must be submitted. Incomplete submissions will not be accepted.
- Phase I review: COMCO has one month from receipt of the complete notification to decide whether to open an in-depth investigation. If no concerns arise, the concentration is cleared.
- Phase II review: If COMCO has serious concerns, it opens a four-month investigation. At the end, it may clear the concentration (with or without conditions) or prohibit it.
The total review period can last up to five months for complex cases. Parties are advised to factor in this timeline when planning transactions.
Consequences of Non-Notification
Failing to notify a concentration that meets the thresholds can result in severe penalties. COMCO can impose fines of up to 10% of the aggregate turnover in Switzerland of the undertakings concerned. Additionally, the transaction may be declared void, and the parties may be required to unwind the concentration. Therefore, it is crucial to assess whether the thresholds are triggered and to notify in a timely manner.
Practical Tips for Businesses
- Early assessment: Determine whether the transaction meets the 2026 Swiss antitrust merger control thresholds as early as possible in the deal planning process.
- Gather turnover data: Ensure that accurate turnover figures for the preceding business year are available for all parties, including group companies.
- Consider Swiss turnover: Even if worldwide turnover is high, if only one party has significant Swiss turnover, the second threshold may not be met.
- Seek legal advice: Merger control rules can be complex. Engage antitrust counsel to navigate the notification process and assess risks.
- Plan for timing: Allow sufficient time for the review process, especially if the transaction involves multiple jurisdictions.
Conclusion
The 2026 Swiss antitrust merger control thresholds require notification for concentrations where the combined worldwide turnover exceeds CHF 2 billion and at least two parties each have Swiss turnover of at least CHF 100 million. These thresholds are higher than in previous years, reflecting economic adjustments. Businesses planning mergers, acquisitions, or joint ventures with a Swiss nexus must carefully evaluate whether the thresholds are met and comply with the notification obligations. Failure to do so can lead to significant fines and legal complications. By understanding the 2026 Swiss antitrust merger control thresholds and the procedural requirements, companies can ensure smooth regulatory clearance and avoid costly pitfalls.