Taking over a restaurant: What you need to consider

Taking over an existing restaurant often carries significant risks that go beyond the mere purchase price, such as hidden investment backlogs (e.g., ventilation, cooling) and liability for old debts (suppliers, AHV). Detailed due diligence is crucial to review contracts (especially the lease agreement, which needs to be renegotiated) and personnel obligations (which automatically transfer under Art. 333 OR). Without advice from trustees and lawyers, these pitfalls can quickly lead to failure.

Part 1: The Numbers – What Does the Takeover Really Cost?

When founders calculate the costs of a restaurant takeover, they often focus only on one item: the purchase price. This amount is usually paid for inventory, customer base (goodwill), and the name. However, the true costs are often hidden.

1. Realistically assess the compensation (purchase price)

The seller will name a price that is often based on emotional values. It is therefore advisable to objectively evaluate this value. Is the kitchen equipment modern and well-maintained, or is it on the verge of breaking down? How much is the good reputation truly worth? An external appraisal or consultation with an industry expert (e.g., from GastroSuisse) is a sensible way to arrive at a realistic figure.

2. The Investment Backlog (The Hidden Cost Trap)

This is where the greatest financial risk lurks. A restaurant may look good at first glance, but the technology is crucial. Do the ventilation system, grease traps, and cold storage facilities comply with current food law (LMG) requirements and cantonal fire safety regulations? Retrofitting can quickly cost five- to six-figure sums.

3. Burdens and Liabilities

A key point is the question of liability. Meticulously check whether there are outstanding invoices from suppliers, tax debts, or unpaid wages. Particularly critical in Switzerland: debts to social insurances (AHV/IV). Depending on the form of takeover (asset deal or share deal), you may be held liable for the predecessor's debts (cf. Art. 181 - 183 OR on business transfer). A trustee should deeply analyze the balance sheets of the last three years.

Part 2: The Legal Foundation – Contracts Under Swiss Law

Even more important than money is the contractual framework. If mistakes happen here, the business is often doomed to fail even before opening.

4. The Lease Agreement: The Heart of the Takeover

The lease agreement under Swiss Code of Obligations (OR) is the most important document. The contract is not automatically transferred.

• Landlord's consent: The landlord must explicitly agree to the change of ownership. If they do not, the entire deal falls through. Often, the landlord uses this opportunity to increase the rent or adjust the contract.
• Term and options: How long does the contract still run? Are there extension options? A contract that expires in two years offers no investment security.
• Purpose: Is the business registered as a "restaurant"? Are outdoor seating or music events explicitly permitted?

5. The Personnel Check (Business Transfer according to Art. 333 OR)

If you take over a restaurant, the employees are also part of it. Swiss law is clear here: According to Art. 333 OR (business transfer), you automatically enter into all existing employment contracts with all rights and obligations. You cannot simply dismiss employees. Analyze the personnel structure: Are salaries market-driven? Are there protection against dismissal or high vacation balances? Is there a collective employment agreement (GAV) that must be complied with?

6. Supplier and Brewery Contracts

The classic pitfall in gastronomy is the "beer supply contract". Is the restaurant tied to a specific brewery or beverage supplier? These contracts are often linked to purchase obligations and unfavorable conditions from which you cannot escape for years.

7. Permits and Licenses (Cantonal Authority)

This is one of the biggest differences compared to other countries. In Switzerland, hospitality law is regulated at the cantonal level.

• Hospitality license: The most important license. It is often tied to the person of the old operator and to the premises. It does not automatically transfer to the acquirer. You must prove your personal and professional suitability.
• Certificate of competence: Many cantons require a certificate of competence (the former "Wirtepatent") to run a business. The requirements (education, examination) are from canton to canton different.

Part 3: The Soft Capital – Concept and Reputation

8. Why is the previous owner selling?

This is the most honest, but also the most difficult question to answer. The reason could be an impending insolvency, a dispute with the landlord, or competitive pressure that the business cannot withstand.

9. Does the concept fit the location?

Analyze the location (foot traffic, parking, demographics in the neighborhood) and check whether the existing concept still works. When you take over a restaurant, its reputation is also part of it – for example, on review platforms (Google Reviews or Trustpilot). Rehabilitating a bad reputation is often more expensive and arduous than a fresh start.

10. The Business Plan: Buffer for the Unexpected

A business plan is just as important for a takeover as for a new startup. Calculate not only the obvious costs (compensation, renovation), but also the "working capital" – the buffer for the first six months, during which rent, personnel, and goods must be paid, even if the business does not get off to the expected start.

Conclusion: No Takeover Without Experts

Taking over a restaurant is a highly complex process. It requires the expertise of a local trustee (for the figures and AHV audit) and a lawyer familiar with cantonal hospitality law and the Code of Obligations. These consultations are not cheap, but this investment is worthwhile. It is the shield against hidden debts, invalid contracts, and an investment backlog that could end the dream of owning a restaurant before it even begins.