What is the difference between a private law corporation and a public law corporation governed by a special law?

A public limited company under private law is subject to the Civil Code and operates with greater management autonomy. A public limited company governed by special law operates on the basis of specific legislation. In the case of RUAG MRO, the new special law will clearly define the management tools, information reports, reporting obligations and the exceptional right of the Federal Council to issue national security instructions. This structure offers greater transparency and democratic control.

What does it mean that the Confederation has a subsidiary right to issue instructions to the board of directors?

The subsidiary right to give instructions is an exceptional instrument reserved to the Federal Council for particular situations where it is necessary to protect national security interests. It is not an ordinary management tool, but rather complementary to ordinary management through strategic objectives. The Federal Council may have recourse to them only in extraordinary and exceptional cases.

What changes in RUAG MRO's corporate governance with this reform?

The reform introduces more precise governance rules: the members of the board of directors will have to declare their relationships of interest; the board will constantly monitor these conflicts and inform the Confederation of relevant variations; the Confederation may dismiss a member of the board of directors in the event of an unacceptable conflict of interest; the audit office may carry out independent investigations and submit reports directly to the Federal Council.

Will RUAG MRO continue to collaborate with European partners after the transformation?

Yes. The new special law continues to allow activities in favour of third parties and cooperation, in particular with European partners, within the limits established by law. The Federal Council will be able to further define business with third parties within the framework of the strategic objectives, while maintaining the company's primary mission: supporting the Swiss Army.

What was the position of the consultation participants regarding this reform?

A large majority of the consultation participants expressed support for the transfer of RUAG MRO into a public company. Although specific reservations have been made on branch management, governance, business with third parties and personnel law, the Federal Council considered that the advantages of the new structure outweigh the concerns raised.

Federal Council: RUAG MRO becomes a public company

By Redazione Frontaliere Ticino (AI-generated text) · Published on 9 September 2026

View of Bellinzona, capital of Ticino, representing Switzerland

The Federal Council adopts the message to transform RUAG MRO from a private company to a public company by special law. More transparent governance and strengthened federal control.

Context

In brief

The Federal Council transforms RUAG MRO from a private company to a public company
New governance rules and transparency on conflicts of interest
Exceptional right to issue instructions to protect national security
Broad majority expressed support during the consultation

Key facts

What: Transformation of RUAG MRO into a joint stock company governed by special law
When: 9 September 2026
Where: Bern, Federal Council session
Who: Federal Council of the Swiss Confederation
Structure: Public law joint stock company, Confederation sole shareholder
Purpose: Adaptation to changing national security policy situation
Main activity: Provision of services to the Swiss Army

The Federal Council adopted, at its session of 9 September 2026, the message relating to the transformation of RUAG MRO Holding SA. The Confederation's armament company will transition from a private law joint stock company to a joint stock company governed by special law. The decision responds to the changing national security policy situation and the increasingly complex requirements for the Confederation's management as sole shareholder.

RUAG MRO will continue to provide strategic services to the Swiss Army, remaining under federal control. The new regulation specifies the management instruments at the Confederation's disposal, reporting obligations and the communication process between the company and its owner. Opportunities for cooperation with European partners and activities for third parties also remain open, within the limits established by law.

Governance news

The reform introduces significant governance and transparency elements. The Federal Council acquires a subsidiary right to issue instructions to RUAG MRO's board of directors in exceptional cases, where necessary to protect national security interests. This authority represents a tool to be used in particular situations and complements ordinary management through strategic objectives.

Members of the board of directors must declare their interest relations and the board must continuously monitor such conflicts, informing the Confederation of relevant changes. The Confederation may remove a board member if an unacceptable conflict of interest exists. Furthermore, the Federal Council may instruct the audit office to independently ascertain certain facts and submit a direct report to it on the matter.

Consultation outcome

During the consultation procedure, a broad majority of participants expressed support for the transfer of RUAG MRO to a public company. Although some specific reservations were expressed regarding the management of subsidiaries, governance organization, third-party affairs and employment law matters, the Federal Council considered that the advantages of the new structure outweigh the concerns raised. With this transformation, the company will be able to adapt more rapidly to new security requirements and modify the priorities of its activities to respond to emerging challenges in the European defense landscape.

Operational details

The organizational structure of the reform

The transformation of RUAG MRO into a public company governed by special legislation represents a significant structural change compared to the previous situation. The Confederation remains the sole shareholder, but the new regulations govern at the legislative level the management instruments, reporting relationships, and the communication process between the enterprise and its owner. This legal approach ensures a stable and transparent regulatory framework, quite different from that of a private-law company.

The management of RUAG MRO will continue to be based on the strategic objectives set by the Federal Council. These objectives represent the ordinary instrument for directing the company and are implemented by the board of directors at the group level. The main novelty is the introduction of a subsidiary right for the Federal Council to issue direct instructions to the board of directors. This right is conceived as an exceptional instrument, intended for extraordinary situations in which it is necessary to protect national security interests.

Transparency and conflict of interest control

The reform introduces significantly strengthened control mechanisms compared to the previous structure. Members of the board of directors will be required to explicitly declare their conflicts of interest. The board of directors, in turn, must subject these conflicts to constant oversight and inform the Confederation of any significant changes.

This evolution reflects modern public governance standards, where transparency on conflicts of interest of those in decision-making roles is considered essential. The Confederation, as sole shareholder, acquires the power to remove a board member if an unacceptable conflict of interest exists. This provision provides an additional control mechanism compared to ordinary governance practices. Furthermore, the Federal Council will be able to instruct the audit office to conduct independent investigations on specific facts and to submit reports directly to the federal authorities. This element of external control further strengthens oversight of the company's management.

Commercial activities and cooperations

The new special legislation continues to allow activities in favor of third parties and cooperations, particularly with European partners. However, such activities remain anchored to the limits established by regulations. The Federal Council will be able to further define business with third parties within the framework of strategic objectives, ensuring that all commercial activities remain consistent with the company's primary mission: support for the Swiss Army. This operational flexibility allows RUAG MRO to explore synergies with international partners, while remaining subject to effective federal supervision. The structure of a public company governed by special legislation offers the right balance between management autonomy and democratic control.

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Key points

The legislative path of the reform

With the adoption of the message by the Federal Council on September 9, 2026, the legislative path of the reform begins. The message contains both the total revision of the federal law concerning the defense enterprises of the Confederation and the new bill relating to the organization of RUAG MRO as a company governed by special legislation.

The next step will be the transmission of the message and bills to the Federal Parliament (Federal Assembly). Parliament will examine the texts in competent committees and proceed with ordinary readings according to standard legislative procedures. During parliamentary examination, representatives and senators will be able to discuss aspects of the new governance structure, control mechanisms, provisions on conflicts of interest, and modalities of cooperation with European partners.

What concretely changes for the stakeholders

For RUAG MRO employees, the structural change will have specific implications for personnel law. During the consultation, questions were raised on this matter, and the new special law must adequately address these considerations, ensuring that workers' rights and protections remain solid during and after the transformation.

For suppliers and business partners of RUAG MRO, the transformation offers greater transparency and predictability in company management. The new legal structure and governance mechanisms defined by law create a more solid and stable framework for business relationships. Discover career opportunities in the public sector.

For the Swiss defense sector as a whole, the reform represents a signal of adaptation to emerging security challenges in Europe. RUAG MRO, as the main defense enterprise of the Confederation, will have a legal framework that allows for faster and more flexible responses to situations of changing security policy.

Next steps and follow-up

Stakeholders and the Swiss public can follow the progress of the reform through the official channels of the Federal Parliament (www.parlament.ch). The texts of the bills will be available on the website once transmitted to the Federal Assembly. It will also be possible to consult the message and supporting documentation on the admin.ch portal.

The complete documentation of the reform, including the message from the Federal Council and the consultation results report, is already available on the Federal Administration website. Those wishing to delve deeper into specific aspects of public governance and management of federal enterprises will find useful resources on admin.ch and parliament.ch.

The implications of this transformation will extend over the coming years, as the new legal structure is implemented and the effects on the management and performance of RUAG MRO become evident. Consult information on Swiss companies and governance. To stay updated on regulatory developments and job opportunities in the public sector, read federal announcements.

Frequently Asked Questions

What is the difference between a private law corporation and a public law corporation governed by a special law?: A public limited company under private law is subject to the Civil Code and operates with greater management autonomy. A public limited company governed by special law operates on the basis of specific legislation. In the case of RUAG MRO, the new special law will clearly define the management tools, information reports, reporting obligations and the exceptional right of the Federal Council to issue national security instructions. This structure offers greater transparency and democratic control.
What does it mean that the Confederation has a subsidiary right to issue instructions to the board of directors?: The subsidiary right to give instructions is an exceptional instrument reserved to the Federal Council for particular situations where it is necessary to protect national security interests. It is not an ordinary management tool, but rather complementary to ordinary management through strategic objectives. The Federal Council may have recourse to them only in extraordinary and exceptional cases.
What changes in RUAG MRO's corporate governance with this reform?: The reform introduces more precise governance rules: the members of the board of directors will have to declare their relationships of interest; the board will constantly monitor these conflicts and inform the Confederation of relevant variations; the Confederation may dismiss a member of the board of directors in the event of an unacceptable conflict of interest; the audit office may carry out independent investigations and submit reports directly to the Federal Council.
Will RUAG MRO continue to collaborate with European partners after the transformation?: Yes. The new special law continues to allow activities in favour of third parties and cooperation, in particular with European partners, within the limits established by law. The Federal Council will be able to further define business with third parties within the framework of the strategic objectives, while maintaining the company's primary mission: supporting the Swiss Army.
What was the position of the consultation participants regarding this reform?: A large majority of the consultation participants expressed support for the transfer of RUAG MRO into a public company. Although specific reservations have been made on branch management, governance, business with third parties and personnel law, the Federal Council considered that the advantages of the new structure outweigh the concerns raised.