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Due diligence refers to the legal, financial, tax, regulatory and operational checks carried out before a significant transaction or business decision. In Tavannes - a municipality in the French-speaking part of the canton of Bern - due diligence follows Swiss federal law combined with cantonal and local rules. Common types of due diligence in Tavannes include corporate due diligence for mergers and acquisitions, real-estate due diligence for buying or developing property, compliance and anti-money-laundering checks, environmental and planning reviews, and tax and employment investigations.
Because Switzerland divides many competences between the federal, cantonal and municipal levels, due diligence often requires examining documents and rules that apply at each level. Local practice in Tavannes typically involves French-language records, interactions with the Canton of Bern authorities, and registrations at cantonal registries such as the commercial register and the land register.
Engaging a lawyer is advisable in many due diligence scenarios because legal issues can be complex, technical and high-risk. A lawyer can:
- Identify legal risks and liabilities that are not obvious from public documents.
- Review and interpret contracts, corporate records, shareholder agreements, permits, and community zoning plans.
- Assess title, easements, encumbrances and drafting needs for real-estate transactions. Lawyers coordinate with notaries and the land registry to secure clear title and proper registration.
- Advise on Swiss-specific restrictions such as Lex Koller rules on foreign ownership of real estate and cantonal transfer taxes or gains taxes.
- Structure deals to allocate risk through warranties, indemnities, escrow arrangements and representations in sale and purchase agreements.
- Handle regulatory and compliance checks - for example, anti-money-laundering screening, sector-specific licensing, employment law obligations and data-protection compliance.
- Coordinate with tax advisers and auditors to uncover hidden tax liabilities or accounting issues that could affect deal value.
The following legal frameworks are especially relevant to due diligence in Tavannes:
- Swiss Code of Obligations (CO): Governs contracts, corporate forms, directors duties and many aspects of commercial transactions.
- Swiss Civil Code (ZGB): Contains property law rules, rights in rem, servitudes and obligations connected to real property.
- Federal and cantonal real-estate rules: Land register procedures, notarial requirements and local zoning plans are administered at cantonal and municipal levels. In the canton of Bern these processes are in French in the French-speaking areas.
- Lex Koller: Federal restrictions on acquisition of real estate by non-Swiss persons. Authorization requirements vary by canton and type of property and are especially relevant for foreign buyers.
- Anti-Money-Laundering Act and related regulations: Many transactions or professional intermediaries must comply with AML checks, client identification and reporting obligations.
- Tax law: Federal and cantonal tax regimes affect purchase taxes, stamp duties, corporate and real-estate gains taxes. Canton of Bern and the municipality of Tavannes may apply their own levy rules for property transactions.
- Environmental and planning law: Building permits, zoning plans, protected-site designations and environmental liability rules can affect property value and permissible development.
- Employment and social security rules: Swiss employment law, collective bargaining agreements and social-insurance contributions are relevant for business acquisitions involving staff.
Start with corporate documents (articles, deeds, shareholder registers), recent financial statements and audits, tax filings, contracts with major customers and suppliers, employment records, leases, permits, land-register extracts, building permits, zoning plans, and environmental reports. For property, get the extract from the land register and any recent survey or cadastre documentation.
Yes. Federal rules under Lex Koller restrict certain non-Swiss buyers from acquiring residential or specific types of property without authorization. Canton-level procedures and exceptions apply, so foreign buyers should verify authorization requirements early in the process.
Property transactions in Switzerland typically require notarization and recording in the cantonal land register. In the canton of Bern, a notary public or other qualified official prepares the deed and ensures the transfer is registered. Local municipal authorities may also be involved for building-permit and zoning confirmations.
Environmental due diligence includes requesting environmental site assessments, checking cantonal environmental authority records for contamination or remediation orders, and reviewing building permits, past land uses and any required environmental impact assessments. A lawyer can coordinate specialists such as environmental consultants.
Yes. Key tax checks include outstanding tax liabilities, potential transfer and stamp taxes, VAT implications, and taxation of capital gains on real estate. Cantonal and municipal tax regimes can affect the outcome, and advance tax rulings or advice from a tax lawyer or adviser may be useful.
The cantonal commercial register provides official company information such as legal form, registered capital, registered office, directors and authorized signatories. It is a primary source for confirming corporate identity and authority, and should be checked for amendments, pending registrations or insolvency entries.
Timing depends on scope and complexity. A basic document review may take a few days to a couple of weeks. Full-scope due diligence including legal, tax, environmental and technical assessments for a medium-size transaction typically takes several weeks to a few months. Property transfers can also be delayed by permit processes and Lex Koller approvals.
Public records are essential but may not tell the whole story. Some agreements, easements and obligations may be recorded elsewhere or subject to oral arrangements. Lawyers and notaries often combine land-register searches with contract reviews and inquiries to make sure there are no undisclosed liabilities.
Common red flags include inconsistent financial statements, undisclosed liabilities or litigation, unregistered or disputed ownership, missing permits, environmental contamination notices, breaches of major contracts, unclear corporate governance, and problems with employee contracts or pension obligations.
Costs vary according to scope, urgency and complexity. Simple advice or document checks may be billed at fixed fees, while full transactional due diligence may be hourly or capped. Expect additional costs for specialist reports, translations and registrations. Ask potential lawyers for a fee estimate and what services are included.
Useful bodies and resources to consult when doing due diligence in Tavannes include:
- Municipality of Tavannes - local planning, building permit and municipal tax offices.
- Canton of Bern administrative offices - cantonal land registry, building and planning department, and cantonal tax authorities.
- Cantonal commercial register - for company registration extracts and corporate filings.
- Swiss Federal authorities - Federal Tax Administration for tax questions, Federal Office for the Environment for federal environmental standards, and the Money Laundering Reporting Office for AML-related guidance.
- Bern cantonal bar association and the Swiss Bar Association - to find qualified lawyers experienced in due diligence, M&A and real-estate matters.
- Professional advisers - chartered accountants, surveyors, environmental consultants and notaries active in the region who can provide specialist reports.
If you need legal assistance for due diligence in Tavannes, follow these steps:
- Identify the scope: Decide whether you need corporate, real-estate, tax, environmental or combined due diligence.
- Gather preliminary documents: Assemble the key documents listed above to allow an initial review.
- Choose advisors: Engage a local lawyer experienced in the relevant practice areas and able to work in French if needed. Consider a team that includes tax advisors and technical specialists.
- Request a written fee estimate: Ask for a proposal that outlines services, timeline and fee structure so you can budget appropriately.
- Plan the timeline: Agree milestones and delivery dates with your advisors, and build time for cantonal approvals, notary involvement and any specialist reports.
- Follow up and act on findings: Use the due diligence report to negotiate contractual protections, price adjustments or required remedies before closing a transaction.
Engaging a lawyer early helps reduce surprises, protect your interests and navigate the mix of federal, cantonal and local rules that apply in Tavannes. If you are unfamiliar with local practice or the French language documents, prioritise a lawyer or firm with local experience in the canton of Bern.
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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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