Workshop by Oliver Jäggi and Remo Küttel on the occasion of the ISIS) seminar on June 02 + 03, 2025 with the title "Current problems of taxation of stock corporations and shareholders"
Note: This language version is an automatically generated translation. The text may therefore contain linguistic and terminological errors.
view in original language (German)X AG has a genuine deficit and is in need of restructuring. Y AG (a shareholder of X AG) waives an existing loan to X AG for the purpose of restructuring X AG. The debt waiver is recorded directly in equity at X AG.
X AG has a genuine deficit and is in need of restructuring. Y AG (shareholder of X AG) waives an existing loan to X AG for the purpose of restructuring X AG. The debt waiver is recognized in X AG’s income statement.
X AG has a genuine deficit and requires restructuring. Y AG (shareholder of X AG) makes a debt contribution to X AG for the purpose of restructuring: In doing so, Y AG contributes an existing receivable from X AG to X AG as a contribution in kind, and the receivable is extinguished. The debt contribution is recorded at X AG without affecting income.
A AG is a holding company based in Zurich. It holds the shares of the A Group. The shares of A AG are listed on the stock exchange. During an audit, the Zurich Cantonal Tax Office determined that A AG had reported shares used for an employee stock ownership program—which it had repurchased in 2011 and 2012—as a negative item in equity. In connection with the allocation of these shares to employees, a positive difference of CHF 65,082,950 arose between the allocation value and the acquisition cost, which A AG offset against the negative item in equity and credited to the statutory capital reserve without affecting net income. The Cantonal Tax Office includes in taxable net income the difference between the acquisition cost and the allocation value of the shares used for the employee stock ownership program, which was not recognized in profit or loss.
A AG recognizes the positive difference between acquisition cost and grant value in profit or loss.
Variant 1: Upon the reissuance of treasury shares, a negative difference arises between the issue price and the acquisition cost, and A AG recognizes the loss in profit or loss.
X AG holds a 5% stake in A AG with a book value of CHF 1 million and sells these shares to A AG at a market value of CHF 1.5 million.
X AG maintains its books in USD and reports its financial statements in CHF. Its (simplified) balance sheet as of December 31, 2024, and income statement for 2024 are as follows:
A SA, headquartered in Geneva, provides services in the areas of auditing, tax consulting, management consulting, and fiduciary services. In its 2021 tax return, it reported a net profit taxable in the Canton of Geneva of CHF 78,123 and a net profit taxable in Switzerland of CHF 153,216. The accompanying balance sheet also showed short-term provisions totaling CHF 2.04 million. The Geneva Tax Administration issued a request for information to A SA, demanding more detailed information regarding these provisions. Among other items, the company recorded a provision for vacation pay in the amount of CHF 250,000. The Geneva Tax Administration refused to allow this provision to be deducted, as it was deemed equivalent to a provision for future expenses.
Starting in 1993, A, together with two partners, established C AG, a company engaged in investment advisory and asset management services. Over time, the founding partners gradually sold a total of 37,868 out of 50,000 shares to Bank D. The bank’s stake thus amounted to 75.74%, with the founding partners remaining as minority shareholders in the company. In 2012, Bank D announced that, as part of a realignment of its activities, it planned to divest itself of its stake in C AG. A wanted to regain control of C AG and sought to carry out a management buyout. The transaction necessary for this was carried out through E AG, which was 100% controlled by him at the time. E AG purchased the shares in C AG, including 4,203 shares from A (8.4%), and subsequently sold the shares at short notice. The sale of A’s 8.4% stake to E AG was classified as a transfer by the Zurich Tax Office.
A holds a residence permit and is married to C, who holds a settlement permit. A and C separate in January 2025. A is employed by X AG, headquartered in Switzerland, continues to work until the end of September 2025, and then moves abroad.
A is a Swiss citizen and an employee of X AG, which is headquartered in Switzerland. He moves abroad in December 2024 and, after moving abroad in 2025, receives a bonus payment for his work at X AG.
A, who resides in the United Kingdom, is a member of the board of directors of X AG, which is headquartered in Switzerland. A wholly owns a service company, Y Ltd., in the United Kingdom. Y Ltd. invoices X AG for A’s board of directors’ fees and other consulting services provided by A.
A, a resident of the United Kingdom, receives 200 shares in X AG, headquartered in Switzerland, as a member of the board of directors of X AG, with a par value of CHF 100 and a market value of CHF 1,000 per share.
X AG, headquartered in Switzerland, was founded by the German parent company Y AG and is in the start-up phase. X AG does not yet have sufficient qualified personnel. The parent company Y AG therefore makes its employee A available to X AG for a transitional period of 12 months. There is an employment contract between Y AG and its employee A under German law. A spends one day per week in Switzerland and is integrated into the organization of X AG. Y AG in Germany charges X AG for A’s salary costs on a pro-rata basis.
