Selling a hotel in Switzerland

Selling a hotel in Switzerland means answering three questions before the price discussion: is the buyer subject to a permit under Lex Koller, which cantonal tax regime applies at the location of the property, and does the municipality fall under the Second Homes Act. The process itself takes six to twelve months and ends with the public notarisation required by art 216 CO.

The federal element is stronger in Switzerland than in Austria or Germany. Anyone working with a rule of thumb here misses narrowly 26 times in 26 cantons.

Demand is strong, the transaction market is small

The Swiss hotel industry counted just under 44 million overnight stays in 2025, up 2.6 percent on the previous year and the third record in a row. The Federal Statistical Office reports 22.8 million overnight stays by foreign guests, an all time high, and 21.1 million by domestic guests.

The split is the actual information. A market carried in almost equal parts by residents and foreigners reacts less sensitively to exchange rates and to individual source markets than one filled predominantly from abroad.

Against that stands a very small transaction market. For 2025 the Switzerland country overview in the Chambers Practice Guides names a volume of around 428 million EUR, a historic high, carried to roughly two thirds by institutional investors. The landmark transaction of the year is named as the sale of the Alpina Gstaad.

A record year of 428 million EUR describes a market in which a handful of houses change owner each year. For an individual property there is accordingly no comparable transaction in any real sense. The price comes out of the earnings and out of the number of buyers who arrive at that calculation at that moment, and out of nothing else.

The direction is notable. The return of institutional capital to the Swiss hotel industry is a more recent finding after the years since 2020, and it changes who is available as a buyer at all.

For a seller that is the practically most important information in this figure. Institutional buyers work with fixed decision paths, with investment committees and with documentation requirements that a family business rarely holds in that form. In return they pay reliably and they examine thoroughly. Anyone who wants to approach this group prepares beforehand, in a form and in a language that a committee outside Switzerland can read.

The counter group is operators and private capital from the region, often with a concrete picture of the house and with shorter decision paths. Both groups calculate differently, and as in every tight market the order of the conversations helps decide which price ends up on the table.

Lex Koller is the first question, not the last

The federal act on the acquisition of real estate by persons abroad requires in art 2 para 1 BewG, as a matter of principle, a permit from the competent cantonal authority for the acquisition of land by persons abroad.

The exemption that matters for hotels sits in art 2 para 2 lit a BewG: no permit is needed for an acquisition where the land serves as the permanent establishment of a trading, manufacturing or other trade run on commercial lines. Art 3 BewV gives that shape in the right direction for the hotel industry. The construction or the commercial letting of residential space does not count as a permanent establishment there, in so far as the residential space does not belong to a hotel or an apartment hotel. The two activities stand as alternatives, so one of them is enough.

In practice that means this. A hotel business actively managed as such is regularly accessible to a foreign acquirer; a residential property with a hotel sign on the door is not.

At the border between those two cases the legislature and the Federal Supreme Court are precise. In BGE 147 II 281 the Federal Supreme Court held that staff apartments do not fall under the hotel permanent establishment exemption. Anyone selling a house with its own staff building is therefore possibly selling two properties with two different permit positions.

The legal position is also in motion. The Federal Office of Justice is running a revision of Lex Koller; the consultation ran from 15 April 2026 to 15 July 2026. It provides for tightening on the acquisition of apartments by third country nationals and, as a relief for tourism regions, a permit free acquisition route for staff apartments of hotels with an obligation to resell. How the bill ends is not settled at the time of this article, which is why no forecast appears here.

For a running sale process a simple principle follows. The nationality, the residence and the control structure of the buyer belong in the preliminary review, before a sales memorandum leaves the house.

Taxes are cantonal, and the difference is considerable

At federal level little is regulated on a property sale that moves the price. What is decisive are the canton and the municipality.

The property transfer tax is levied mostly by the cantons and in part by the municipalities, and it is legally structured inconsistently, depending on the canton as a tax, as a fee or as a mixed levy. The Federal Tax Administration publication on the property transfer tax records that Schwyz levies no property transfer tax and that Zurich, Uri, Glarus, Zug and Schaffhausen know only a land register fee.

In the cantons that levy it, the rates lie predominantly between 10 and 33 per mille of the basis of assessment, meaning between 1.0 and 3.3 percent; Valais is the only canton with a progressive tariff of 10 to 15 per mille.

Worked example. On a purchase price of 20 million CHF the difference between 10 and 33 per mille comes to 200,000 against 660,000 CHF. That is a subject of negotiation and no longer an item of incidental costs. In a canton without a property transfer tax it falls away entirely.

The second quantity is the real estate capital gains tax under art 12 StHG. The cantons implement it in two systems. In the dualistic system only the private real estate gain is caught separately, while the business gain runs through ordinary income or profit tax. In the monistic system the real estate capital gains tax is an object tax on all real estate gains, regardless of whether the property is held in private or in business assets.

For a hotel, which is almost always held in business assets, that difference is the core of the tax planning. It decides whether the gain arises at the company or as an object tax on the property, and it therefore also decides which structure is favourable for which side. The holding period affects the tariff in most cantons; how exactly is cantonal law and belongs to a review by a tax adviser at the location of the property.

The question of structure follows from that question of system. Whether the property itself is sold or the company holding it, and which of the two variants triggers which tax, depends on the canton and on the individual case. What applies independently of the country: in a share deal the buyer takes over the company together with its past, in an asset deal only particular things and contracts. The weighing up is set out in Asset deal or share deal; the cantonal calculation belongs to the tax adviser at the location of the property.

The third quantity is value added tax. The sale of land is exempt from the tax under art 21 para 2 no 20 MWSTG, and an option under art 22 MWSTG is possible subject to conditions. Where a business is transferred as a whole, the notification procedure under art 38 MWSTG comes into consideration. For the running business the special rate for accommodation services applies, anchored alongside the standard rate and the reduced rate in art 25 MWSTG.

The business transfers together with the staff

Where the employer transfers the business or a part of it to a third party, the employment relationship passes to the acquirer under art 333 para 1 CO with all rights and obligations on the day of the business succession, unless the employee declines the transfer.

Art 333 para 1bis CO obliges the acquirer to observe an applicable collective employment agreement for one year, unless it expires or is terminated earlier. Where an employee declines the transfer, the employment relationship ends under art 333 para 2 CO on expiry of the statutory notice period. Under art 333 para 3 CO the previous employer and the acquirer are jointly liable for claims that fell due before the transfer.

Art 333a CO further requires that the employee representation or, where there is none, the employees be informed in good time before the transfer about the reason for the transfer and its consequences. Where measures are envisaged, consultation has to take place before the decision.

The employee's right to decline is the place where Swiss law differs from Austrian and German law, and in a hotel it is no formality. In a seasonal business with a settled kitchen team, the question of who stays after the transfer is part of what a buyer is paying for.

The second homes act and the mountain region change the calculation

In tourism municipalities a further quantity comes into play that does not exist in the city.

The Second Homes Act prohibits in principle the construction of new second homes in municipalities with a second home share above 20 percent. The conversion of a structured accommodation business into apartments is permissible under art 8 para 4 ZWG only by way of exception, and then on the basis of an independent expert report whose requirements art 5 ZWV lays down.

The explanatory notes of the Federal Office for Spatial Development on the second homes ordinance name three points of examination for that. First the operating period: the business must have been operated for at least 25 years, which corresponds to a usual depreciation and wear cycle; the usual interruptions through conversions or changes of owner do no harm. Second, it must be demonstrated that the business cannot be continued economically, not even after building apartments without a use restriction and not even as apartments managed for tourism. Third, the insufficient viability must not rest on culpable misconduct by the ownership or the business; as misconduct the explanatory notes name expressly the systematic withdrawal of profits that ought to have gone into maintenance or renewal.

The third point is the most uncomfortable one for sellers, because it aims retrospectively at their own investment policy. Anyone who has not invested for years may thereby lose exactly the exemption he wanted to rely on.

This provision works in both directions. It protects the stock of hotels, and at the same time it limits the alternative a buyer has in mind when the business does not carry itself. Anyone valuing a house in such a municipality may not apply the conversion value unchecked, and anyone selling should know that a buyer cannot apply it without an expert report.

The second peculiarity of the mountain region is financing. The Swiss Society for Hotel Credit grants low interest loans to accommodation businesses and can go beyond the loan to value limits usual in banking. On 2 September 2026 the Federal Council adopted a supplementary dispatch on the total revision of the federal act on the promotion of the accommodation sector, with an impulse programme of 100 million CHF over eight years for the modernisation of accommodation businesses in mountain areas.

For a seller that is practical information about the circle of buyers. A successor who cannot reach the necessary loan to value with a bank alone may well reach it with the SGH. That widens the list of those who can examine a house seriously.

Valuation and operating structure follow the same rules as everywhere

Methodically the valuation of a Swiss hotel does not differ from that of an Austrian or a German one. The starting point is the result the business earns sustainably, adjusted for one off effects and for a reserve for furniture, fixtures and equipment, capitalised at a rate that reflects the risks. The calculation in detail is set out in What a hotel is worth.

The inputs are different. Wage levels are higher, construction costs are higher, and a refurbishment costs accordingly more, which puts the reserve for furniture, fixtures and equipment higher in absolute terms. In seasonal businesses in the mountains the number of operating days is the determining quantity; in Zurich, Geneva or Basel it is occupancy across twelve months.

One point comes on top that a foreign buyer sees immediately. He calculates and finances in a currency other than the one in which the house earns. Exchange rate assumptions therefore belong in every projection an international candidate submits, and they are a point of negotiation a seller should know before he hears it.

On the operating structure the same logic applies as across the whole Alpine region. Lease, management agreement, franchise and own operation produce four different investments in the same house, and they shift the capitalisation rate, not the income. The differences are set out in Lease, management or own operation.

The process ends at the notary but begins much earlier

Under art 216 CO a contract for the sale of land requires public notarisation for its validity; without it the contract is void. Jurisdiction lies with a notarial officer under cantonal law. The Institute for Notarial Law at the University of Bern distinguishes three forms of organisation: the independent notariat, the state notariat and various mixed forms. Schaffhausen and Zurich run the state notariat, the independent one is run by Bern, Geneva, Basel City, Vaud and Valais among others; the mixed forms are found in Graubünden, Lucerne, St Gallen, Zug and Thurgau among others. Anyone thinking from one canton into another is therefore also thinking in a different procedure.

Ahead of that lies the same order as in any confidential sale. An assessment out of the earnings, preparation of the documents, a buyer list by name, an approach without naming the property, a confidentiality and non circumvention agreement, graduated documents, a letter of intent with exclusivity, due diligence, contract.

Three Swiss points belong early in that sequence. First the preliminary Lex Koller review of the buyer, which for an international candidate decides weeks. Second the clarification of the cantonal tax regime, because it determines the structure and thereby the price both sides calculate. Third, in tourism municipalities, the position under the Second Homes Act.

Anyone who opens those three points only in due diligence negotiates them under time pressure. Anyone who settles them beforehand negotiates only about the price.

In a valley a sale gets around faster than in a city

In the Swiss hotel industry discretion is no stylistic device but a necessity of the size of the place.

In a tourism municipality of a few thousand inhabitants a considerable part of the population works directly or indirectly for accommodation. The mountain railway, the ski school, the suppliers and the municipality itself hang on the same stream of guests. A rumour of a sale is the talk of the village there within days, and it reaches the staff long before any information from the owner.

What follows from that is familiar: key people look around, suppliers ask for security, and the bank asks questions it would not have asked without the rumour. The mechanics behind it are set out in Why the best hotels never come to market.

The second reason is the price anchor. In a market with few transactions a year, a price once named publicly stays in the memory of those involved for a very long time. A house that was advertised at a particular figure three years ago negotiates against that figure today, regardless of how the result and the level of interest rates have developed since.

The third reason concerns the international buyer side. Institutional investors and family offices prefer to examine a house while the information is exclusive, and they withdraw as soon as a process is perceived as broadly spread. For this group exclusivity is a precondition of the internal decision path and not something that would have to be negotiated.

In Switzerland the confidential route is therefore the rule rather than the exception. It costs reach that is not needed anyway, and it preserves for the seller the one thing he really has in a tight market: control over the timing.

The most expensive mistake is always the same, and it happens early

There are a number of recurring stumbling points in Swiss hotel sales. One of them regularly costs more than all the others together, and it looks harmless at the start.

It reads: the buyer is approached before his permit position under Lex Koller has been clarified.

The sequence is similar every time. An international candidate registers interest, signs the confidentiality agreement, receives the documents and works his way in. Conversations follow, a viewing outside the season, a letter of intent with exclusivity. Only in the legal review does somebody ask the question of who controls the acquiring company, and the answer leads into a permit procedure.

From that point two clocks run against each other. The one is the procedure at the cantonal authority. The other is the information in the village: after four months of exclusivity with viewings and appointments the staff know that something is going on, and with them the suppliers and the municipality know it too.

The seller now negotiates under two disadvantages at once. He has a buyer whose completion is uncertain, and he has a house whose intention to sell is known. If the acquisition collapses, the second round begins with a market that knows the first one failed, and without the reason for it being explicable to anybody.

The remedy costs a week. The nationality, residence and control structure of the candidate are asked for and classified legally before the first document leaves the house. Anyone who takes that step decides for himself whether he accepts a permit procedure, instead of learning about it later.

The remaining stumbling points are variants of the same pattern: the rule of thumb from the neighbouring canton, which ends at the cantonal border. The staff building, which under BGE 147 II 281 follows a different rule from the hotel business and therefore belongs treated separately. The conversion value, which in a municipality under the Second Homes Act remains a hope without an expert report. And documents that exist in three languages and are complete in none.

Each of those places can be settled beforehand. None can be repaired after the fact once the process is running.

The Swiss market rewards preparation more harshly than any other in the Alpine region, because it is small and because 26 legal orders admit no rule of thumb. Which of them counts for your house is something we settle before every further step, confidentially. How we run transactions is described under Transaction, the classification before it under Valuation and feasibility. Why the route runs without a listing is set out in Why the best hotels never come to market.

Sources

This article reflects the position as at 23 September 2026. It does not replace tax or legal advice. Every individual case needs review by a tax adviser, lawyer or notarial officer at the location of the property.

• Handänderungssteuer (property transfer tax), tax information dossier, Swiss Tax Conference and Federal Tax Administration, 2022. https://www.estv.admin.ch/dam/estv/de/dokumente/estv/steuersystem/dossier-steuerinformationen/d/d-handaenderungssteuer.pdf.download.pdf/d-handaenderungssteuer.pdf
• Besteuerung der Grundstückgewinne (taxation of real estate gains), tax information dossier, Federal Tax Administration, 2024. https://www.estv2.admin.ch/stp/ds/d-besteuerung-grundstueckgewinne-de.pdf
• Grundsätze der Mehrwertsteuer (principles of value added tax), tax information dossier, Federal Tax Administration, 2025. https://www.estv2.admin.ch/stp/ds/d-grundsaetze-der-mehrwertsteuer-de.pdf
• Guidelines on the federal act on the acquisition of real estate by persons abroad, Federal Office of Justice. https://www.sem.admin.ch/dam/bj/en/data/wirtschaft/grundstueckerwerb/wegleitung.pdf.download.pdf/wegleitung-e.pdf
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• Revision Lex Koller, Federal Office of Justice, 2026. https://www.bj.admin.ch/de/revision-lex-koller
• Obligationenrecht (Code of Obligations), art 333 and art 333a, bilingual collection of laws. https://www.droit-bilingue.ch/rs/lex/1911/00/19110009-a333-de-fr.html
• Swiss hotel industry recorded its third record in a row in 2025 with just under 44 million overnight stays, Federal Statistical Office, 2026. https://www.bfs.admin.ch/bfs/en/home/statistics/tourism/tourist-accommodation/supplementary-accommodation.assetdetail.36398304.html
• Hotel Management and Transactions 2026, Switzerland, Trends and Developments, Chambers and Partners Practice Guides, 2026. https://practiceguides.chambers.com/practice-guides/hotel-management-transactions-2026/switzerland/trends-and-developments/O25775
• Notariatswesen in der Schweiz (the notariat in Switzerland), Institute for Notarial Law and Notarial Practice, University of Bern. https://www.inr.unibe.ch/dienstleistungen/notariatswesen_in_der_schweiz/index_ger.html
• Erläuterungen zur Verordnung über Zweitwohnungen (explanatory notes on the second homes ordinance), in particular art 5 ZWV on art 8 para 4 ZWG, Federal Office for Spatial Development ARE, 2015. https://www.are.admin.ch/dam/de/sd-web/LmFQIDfwnXR-/erlaeuterungen_zurverordnungueberzweitwohnungen.pdf
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• Hotelkredite von der SGH für Beherbergungsbetriebe (SGH hotel loans for accommodation businesses), SME portal of the Confederation. https://www.kmu.admin.ch/de/hotelkredite-von-der-sgh-fuer-beherbergungsbetriebe
• Federal Council press release on the supplementary dispatch on the accommodation sector, 2 September 2026. https://www.bag.admin.ch/de/newnsb/hCQNHGQawAUV