Selling a hotel in Switzerland

Decide exactly what you are selling

A hotel sale in Switzerland can involve three different objects: the land and building; a company or trading business; and the right to run the hotel under management, lease or franchise agreements. Start by identifying the legal owner of each, not by selecting an asking price. A hotel owner may own the premises while an unrelated operator owns the guest relationships, equipment or brand rights. If these are split, they cannot be promised together without authority and consent.

In a property or asset sale, specify the parcels, movable assets, inventory, accounts and liabilities actually included. In a share sale, specify the shares, company debts and guarantees that remain inside the target. An operating-business transfer may not automatically convey title to the building. Prepare a perimeter schedule showing what transfers, what is excluded and which third-party permissions are necessary. This distinction drives pricing, taxes, employment and closing documents.

Resolve title, use and physical-condition gaps before marketing

Obtain current land-register extracts and plans for every plot and verify the registered owner, mortgages, easements, rights of way, building rights and recorded restrictions. Reconcile cadastral plans with actual parking, access, annexes and staff accommodation. Have a Swiss notary or local adviser identify discharge and consent requirements. The land register alone does not establish that every extension or hotel use was authorised.

Collect building and fire-safety approvals, occupancy and permitted-use evidence, renovation records, energy and environmental records where relevant, lift and plant inspections, accessibility issues and upcoming capital works. Identify protected-building, zoning, noise and tourist-area limitations with canton and commune. Separate confirmed defects from untested assumptions; do not represent a deferred refurbishment as completed. A practical room-by-room inventory and maintenance backlog will make price negotiations more credible.

Make the hotel’s trading figures understandable

Prepare at least three available financial years plus current management accounts, specifying accounting policies, one-off events and whether the figures concern the owner, operator or both. Reconcile revenue from rooms, food and beverage, spa and events to tax and bank records. Show occupancy, average daily rate (ADR), revenue per available room (RevPAR), seasonality and direct operating expenses with their definitions and the periods measured. Missing years must be disclosed rather than invented.

Explain management fees, related-party rent, salaries, franchise and distribution costs, deposits, deferred maintenance and replacement capital expenditure. A normalized operating result is an analytical adjustment, not cash guaranteed to a purchaser. Present bridge calculations from statutory profit to any proposed adjusted result, identify each adjustment and avoid adding owner expenses back when a buyer must still incur them. Explain booked future stays and guest advance payments separately from earned income.

Set a defensible asking-price range, not a headline

Value the physical asset and the going concern consistently with the proposed transaction perimeter. Compare genuinely similar operating hotels by location, size, quality, freehold or leased status, room mix and recent renovation needs. Cross-check an income approach against disclosed net operating cash flow after sustainable maintenance and contract costs. Ask the valuer to show assumptions and sensitivity to occupancy, room rate, wages and future capital works.

An advertised asking price is not evidence of a completed sale. Record any comparable’s date, canton, tenure, building condition, business inclusion, currency and data source. If verified closed-sale evidence is unavailable, state that the range is preliminary and commission an independent valuation; do not supply a national “Swiss hotel price per room” as though all markets were one. A higher gross room revenue does not automatically create a higher sale price if labour, capex or operator obligations absorb it.

Screen foreign-buyer constraints early

How Lex Koller treats a hotel buyer, including when a hotel counts as an exempt permanent business establishment, is covered in our guide to buying a hotel in Switzerland. For the seller the point is timing: residential apartments, staff flats, holiday residences or unused land inside the perimeter can bring a foreign-controlled bidder back under the authorisation regime. Map each building's actual and permitted use and the bidder's residence and corporate control before accepting a binding offer, and where there is doubt make the competent canton's decision a condition of completion.

Check the status of the federal revision before marketing a hotel with staff housing. In the consultation the Federal Council opened on 15 April 2026 (it closed on 15 July 2026), the proposal tightens Lex Koller in general but would let cantons allow foreign-controlled hotel operators to buy staff apartments without authorisation, to be resold within two years once no longer needed. Until a law is passed, the current rules apply.

Allocate operating contracts, staff and guest obligations

Review hotel licences, restaurant and alcohol permissions where applicable, public-safety and hygiene conditions with the relevant canton or commune, and whether approvals are tied to a person, entity or site. Check whether the buyer needs a new authorisation or notification: property ownership is not itself an operating licence. List change-of-control, assignment, termination and brand-standard clauses in leases, management contracts, franchise agreements and key supplier arrangements.

A business transfer can engage Swiss employee-transfer protections under Article 333 of the Code of Obligations; a pure share sale typically leaves the employer entity in place. Assess which staff and accrued salary, leave, pension and social-insurance obligations follow the agreed structure. Check the applicable hospitality collective agreement, and do not treat labour costs as optional. Reconcile guest deposits, gift cards, advance reservations, loyalty commitments, vendor credits and complaints at the agreed cut-off. Where Article 333 applies, employees may object to the transfer, and the former employer and buyer can remain jointly liable for defined employment claims. Under Article 333a, inform employee representatives or employees in good time of the reasons and consequences, and consult them before decisions on measures affecting staff. [S03][S09][S11]

Choose the sale route and qualify bidders

A confidential, targeted process may protect staff and trading relationships, while wider exposure can widen the buyer pool. Compare an exclusive broker mandate with a direct approach or competitive adviser-led process. Agree in writing who prepares the memorandum, verifies buyer identity and funding, manages viewings and data-room access, and pays marketing expenses. Check exclusivity length, commission trigger, post-expiry tail and VAT treatment before appointing an intermediary.

Use a short anonymous teaser first. Release financial, staff and guest information in stages under an appropriate confidentiality arrangement and privacy safeguards. Ask prospective bidders for beneficial-owner identity, purchasing entity, evidence of funds or credible financing route, operator plan and regulatory eligibility. No proposed deadline for a transaction is reliable without assessing buyer approval, bank discharge and hotel handover. Avoid granting exclusivity merely in return for an unsupported headline offer.

Model seller proceeds after taxes and costs

Calculate an indicative seller proceeds waterfall in CHF: price actually payable, less secured debt repayment and break costs, seller-borne notarial and registry costs, agreed brokerage fees, advisers, tax reserve, working-capital adjustments and any escrow or holdback. State who bears transfer duties under the canton’s rules and contract. Swiss cantons differ in real-property gains taxation and registration fees; general residential examples cannot establish the tax burden of a hotel held in a company. [S06]

Two federal tax overviews show how much the canton matters. For the gain, the Federal Tax Administration classes Zurich, Bern and Geneva as monist cantons, where a company's gain on real estate is also caught by the separate real-property gains tax, while Vaud and Valais are dualist and tax it through ordinary profit tax. For the transfer itself, its overview of cantonal law as at 1 January 2022 shows Zurich charging land-register fees rather than a transfer tax, Bern 1.8%, Geneva 3%, Vaud 2.2% plus a communal surcharge of up to 1.1%, and Valais a progressive 1–1.5%. Confirm the current rate and which party bears it before fixing the asking price.

A share sale and a direct land sale may face materially different corporate, shareholder and indirect-real-estate tax consequences. Commission an asset-versus-share tax model before agreeing the structure. VAT on real-estate supplies, business transfers, any election and any applicable notification procedure needs transaction-specific review rather than a single assumed VAT rate. Where offers or finance use EUR or USD, state the CHF conversion date/rate source, who bears bank fees and currency movement, and when the final CHF amount is fixed. [S07]

Convert offers into enforceable, financeable terms

Compare offers on net proceeds, certainty and execution—not only headline price. Request an indicative offer that identifies buying entity, assets or shares sought, amount and currency, proof of funding, diligence scope, desired exclusivity, consents and target completion. Negotiate conditions precedent for financing, cantonal authorisation if needed, land-register and security discharge, operator consents and any material capex inspection. Record whether the offer, reservation or exclusivity provisions are intended to bind.

A Swiss contract for selling immovable property requires public authentication under Article 216 of the Code of Obligations; registration and local notarial mechanics must be arranged in the relevant canton. A business or share sale follows its own form and corporate approval rules—for example a Swiss Sàrl share transfer requires written form and normally shareholder approval. Digital diligence or video meetings do not prove that signature and registration can legally be completed entirely remotely. A preliminary agreement committing the parties to a future sale of immovable property likewise normally requires a public deed under Article 216(2); assess separately whether confidentiality or exclusivity terms in an indicative offer are binding. [S04][S10]

Close and hand over without leaving hidden exposure

Before settlement agree a completion statement and allocate property tax, utilities, advance bookings, employee balances, operating stock and cash. Confirm creditor and mortgage-release instructions, funding and security arrangements, permitted transfer registrations, corporate filings, keys, IT access, booking channels, guest data and operational responsibility from a defined handover time. Schedule any regulatory update in advance so that the hotel can continue operating lawfully after completion.

Record representations, disclosed exceptions, contractual caps and time limits, warranties and indemnities around known tax, labour, property and operating risks. Separate obligations that survive completion from those discharged at signing. Keep the signed disclosure schedule and evidence versions used by bidders. If title, permission, financing, material works or the operator’s consent remains unresolved, resolve or expressly condition closing rather than disguising uncertainty as a completed sale.

A practical seller readiness sequence

First, identify the property, business and shares being offered. Second, assemble title, permits, building and operating records and explain gaps. Third, normalize hotel accounts and obtain a clearly scoped valuation. Fourth, ask local counsel and tax advisers to screen mixed-use land, buyer eligibility, employees, transaction form and proceeds. Fifth, market under controlled disclosure, qualify buyer funding and negotiate conditional terms. Finally, complete the required deed or corporate transfer, clear security and reconcile the hotel handover. These steps are a working sequence, not a statutory deadline.