In practice, the situations arising involve:

  • predominantly the succession of one partner
  • more rarely the succession of all partners.

Departure of all partners

If all partners sell, the situation is the same as that involving a sale by a sole trader.

Departure of one partner

If a previous partner transfers his entire share to a successor, the following prerequisites must be met:

  • the partnership agreement must make express provision for the entry and departure of partners (or a continuation clause)
  • approval of the remaining partners
  • departure of the previous partner
    • termination of the partnership for the departing partner, notwithstanding its continuation for the remaining partners (Article 576 of the Swiss Code of Obligations)
    • claim for redemption against the partnership (Article 580 of the Swiss Code of Obligations)
  • entry of the new partner
    • obligation to invest a capital amount in the partnership in line with the stake in the partnership.

Settlement of the redemption claim


The departure of a partner establishes entitlement to a claim to redemption (Article 580 of the Swiss Code of Obligations).

Basis for assessment

Unless specified otherwise in the partnership agreement, the redemption claim will be determined as follows:

  • stake in the capital as reported in the accounts
  • share of hidden reserves
  • share of any goodwill.

Nature of assessment

  • at going concern values and not liquidation values (see BGE 93 II 247).


  • high-profit businesses: going concern value higher than liquidation value
  • asset-rich businesses: going concern value may be lower than liquidation value
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