Inheritance / Question 4
What happens to a company in an estate?
The company carries on; its owner changes. Shares pass to the heirs with the rest of the estate, and until the estate is divided the heirs hold them together, as a community of heirs. An AG with restricted registered shares, or a GmbH, cannot simply shut heirs out: it can refuse them only by offering to take the shares over at their real value.
Antevo Wealth+ · Several households and entities, with beneficiaries and the estate structure mapped
01 / The heirs together
One estate, several owners.
On death, the estate in its entirety vests in the heirs by operation of law. (ZGB Art. 560) Until it is divided, they form a community and own the estate jointly, shares in a company included. (ZGB Art. 602)
A will can appoint one or more executors to carry it out. (ZGB Art. 517) Who takes the company over is for the will, any inheritance contract, the shareholders’ agreement and the heirs to settle.
See how Wealth+ maps an estate02 / The share rules
No refusal without an offer.
Where registered shares were acquired by inheritance or the division of an estate, a company whose articles restrict their transfer can refuse its consent only by offering to take the shares over at their real value. (OR Art. 685b(4))
In a GmbH, inherited capital shares pass without the consent of the shareholders’ meeting. The company can refuse to recognise the heir’s voting rights only by offering to take the shares over at their real value; without a refusal within six months, they are recognised. (OR Art. 788)
See how Wealth+ maps an estate03 / A reform that did not pass
More room, no new rules.
In June 2022 the Federal Council proposed new inheritance rules to make it easier to hand a company on within the family, among them allocating a whole company to one heir with more time to pay out the others. The Council of States refused the bill twice, the second time on 12 March 2024, which closed it. (Parliament, 22.049)
What remains is the larger disposable share since 2023, which the Federal Council expected to make succession by inheritance more flexible. (Parliament, 22.049; ZGB Art. 471)
See how Wealth+ maps an estate04 / In Antevo
Keep the company in the picture.
A stake in a private company is often the largest part of an estate and the hardest to divide. Antevo Wealth+ maps several households and entities, with the beneficiaries and the estate structure, so the company sits beside portfolios and property in one private view.
See how Wealth+ maps an estateSources
Where this comes from.
The published estimate behind the figure and the primary sources for every legal point: the Civil Code and the Code of Obligations on fedlex.admin.ch, the Federal Office of Justice, the Federal Tax Administration, the Federal Chancellery, the Swiss Parliament and the IPI. Intelligence, not advice: nothing here is legal or tax advice. A notary or a lawyer confirms what a will, a contract or an estate requires.