Selling an HVAC SME in French-speaking Switzerland: What Makes a Successful Transfer

The heating, ventilation and air-conditioning (HVAC) sector occupies a singular place in the economic fabric of French-speaking Switzerland. Between recurring maintenance contracts, indispensable technical qualifications and the acceleration imposed by the energy transition, an HVAC SME does not change hands like a conventional service company. If you run such a company and are beginning to think about your succession, this article sets out the specifics every seller should anticipate in order to approach this step with confidence.

Why an HVAC SME changes hands differently

An HVAC company combines several layers of activity: new installations (on new-build or renovation sites), after-sales service and, above all, contractual maintenance. This combination creates an enterprise value that is complex to assess but real, and which cannot be read directly from a simple income statement.

Added to this is a sector in the midst of transformation: the energy transition is pushing project owners and property managers towards heat pumps, ventilation systems with heat recovery and reversible air-conditioning. An SME well positioned in these technologies is today a strategic asset for any serious buyer. But this specialisation also entails training, approvals and scarce skilled labour — all factors that make the transfer more complex.

To better understand how companies in the construction sector share some of these issues, you can read our article on selling a construction company in French-speaking Switzerland.

Maintenance contracts and recurring revenue: the lifeblood of the business

For a buyer, the value of an HVAC SME rests largely on its base of maintenance contracts. These annual contracts — covering gas boilers, heat pumps, ventilation or air-conditioning installations — generate predictable, loyal revenue, often tacitly renewed from one year to the next.

Here is what a buyer will analyse closely:

• The number and duration of active contracts: a portfolio of 300 annual contracts at CHF 400 is far more reassuring than ad hoc after-sales invoicing.
• The renewal rate: a rate above 90% reflects a solid client relationship.
• The average remaining term of contractual commitments at the time of the sale.
• Change-of-control clauses: in a sale of shares (share deal), some municipal or institutional contracts may contain clauses allowing the client to terminate in the event of a change of shareholder. This point must be audited before any transaction.

A well-documented maintenance portfolio, with contracts formalised in writing, is one of the strongest arguments you can present during a sale.

Qualifications, approvals and technical compliance

The HVAC sector is subject to strict technical regulation. Several qualifications are often attached to an individual within the company — most often the owner-manager themselves. This is a major risk in any transfer.

Among the most frequent points of attention:

• Competence certificates for handling refrigerants (F-Gas regulation, applicable in Switzerland through the FOEN): these must be held by the buyer or a qualified employee.
• Installer approvals from gas distributors, cantons or municipalities.
• Cantonal energy requirements: some French-speaking cantons impose specific certifications for the installation of subsidised heat pump or solar thermal systems.
• Compliance with the applicable SIA standards for system sizing projects.

Anticipating the transfer of these qualifications — ideally 12 to 24 months before the sale — is an absolute prerequisite to avoid finding yourself at a dead end on the day. A buyer will not be able to operate legally if these approvals are not transferable or have not been transferred.

Skilled labour and employee retention

The shortage of refrigeration fitters, heating engineers and ventilation technicians is a documented reality in French-speaking Switzerland. Training an HVAC technician takes years. In this context, the existing team is often the most valuable — and the most fragile — asset in a transfer.

The points a buyer will pay particular attention to:

• The existence of a reliable technical second-in-command (foreman or site manager), able to bridge the gap between the outgoing owner and the buyer.
• Compliance with the applicable collective labour agreement in the sector and the absence of labour disputes.
• The risk of post-sale departures: some technicians, loyal to the long-standing boss, may leave the company after their departure. A well-managed transition period is essential to limit this risk.
• The team's average length of service and provisions for severance payments.

Dependence on the owner-manager and transferability of relationships

In most HVAC SMEs, the owner-manager plays a central role: they price complex tenders and maintain relationships with property managers, HVAC engineering firms, architects, municipalities and industrial clients. This concentration of relationships is a real risk for a buyer.

The key question is simple: if you left tomorrow, how many clients or partners would remain? If the answer is uncertain, it is time to act ahead of the sale: gradually introduce a technical successor, co-sign offers, involve your second-in-command in site meetings with clients.

To understand what a buyer really analyses when making their decision, we invite you to read our dedicated article: what a buyer really looks for in an SME in French-speaking Switzerland.

Vehicle fleet, inventory and tools

An HVAC SME relies on significant physical assets that must be carefully assessed before any sale:

• Service vehicles (fitted-out vans): their real value often differs from their book value, especially if the fleet is fully depreciated but still operational, or conversely if leasing contracts are in progress with early termination penalties.
• Spare parts inventory: a well-managed inventory is an asset; an obsolete one is a hidden liability.
• Specialised tools: charging units, measuring instruments, brazing and welding equipment, leak-testing equipment. Their condition and actual ownership (leasing vs purchase) must be documented.

An accurate, up-to-date inventory considerably eases the due diligence phase and avoids unpleasant surprises during the transaction.

Margins, order book and seasonality

The EBITDA of an HVAC SME must be carefully normalised. Several factors influence how the figures should be read:

• Seasonality: heating revenue is concentrated in autumn and winter, air-conditioning in spring and summer. A rolling 12-month analysis is essential to avoid judging the company on an atypical period.
• Framework agreements with property managers or developers: they stabilise the order book but create exposure to client concentration.
• Exposure to material prices (copper, refrigerants, ductwork) and their impact on gross margins.
• The effect of the energy transition on the order book: an SME that has succeeded in converting its clients to heat pumps and hybrid systems often shows a stronger order book and better-held margins than those that have stayed with gas alone.

A buyer will also look at the warranties given on recent projects, the provisions set aside and the exposure to ten-year or contractual warranty disputes. To go further on this subject, see our article on warranties and indemnities in the sale of an SME.

Preparing the transfer: key steps and our approach

A well-prepared sale in the HVAC sector rests on a realistic timetable. Here are the concrete actions to take, ideally 12 to 24 months before the desired transfer date:

• Put the accounts in order: balance sheets for the last three financial years, complete tax returns, a clear separation of private expenses.
• Formalise maintenance contracts in writing, with documented tacit renewal and clear general terms and conditions.
• Anticipate the transfer of qualifications: identify the person or persons who will hold the approvals after the sale and initiate the procedures with the competent bodies.
• Structure the company legally: check the articles of association, any pre-emption rights between partners, the lease situation of the premises.
• Reduce dependence on the owner-manager: gradually delegate pricing, client relationships and supplier management.

At Vendre-Entreprise.ch, we directly acquire HVAC SMEs in French-speaking Switzerland, without going through a network of brokers. You have a single point of contact from the first conversation through to signing. We guarantee total confidentiality towards your employees, clients and suppliers — an absolute priority in a sector where reputation and human relationships are decisive.

Once we have analysed the essential elements of your file, we are able to deliver a letter of intent (LOI) within 72 hours. We then favour a smooth transition period, designed to reassure your teams and clients and to ensure the operational continuity of the company you have built.

Whether you are still at the reflection stage or ready to take action, two simple steps are open to you:

• Estimate the value of your SME with our online simulator, in a few minutes and with no obligation.
• Talk in complete confidentiality with our team to ask your questions and understand how we can support your transfer project.

Disclaimer: This article is provided for purely informational and educational purposes. It does not constitute legal, tax or financial advice and in no way replaces the advice of a qualified lawyer, notary or tax adviser. As every situation is unique, we recommend consulting the relevant professionals before any decision relating to the sale of your company.