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view in original language (German)Detailed solutions to practical case studies ranging from succession planning and "sweet equity" to roll-over and co-investment structures: Marco Buchmann and Michael Schwager highlight typical tax risks and structuring options. They focus in particular on the taxation of shareholdings, transaction structures and the distinction between income and capital gains.
Mr. Hobel is the founder and sole shareholder of Hobelspan AG, a carpentry business. Mr. Hobel wishes to transfer his business to his long-time employee, Mr. Holzwurm. Since Mr. Holzwurm has secured numerous successful projects over the years and contributed significantly to the success of Hobelspan AG, the two have agreed on a purchase price of CHF 750,000. Due to Mr. Holzwurm’s limited financial resources, Mr. Hobel is granting his successor a loan covering the entire purchase price.
The 2024 and 2025 financial statements of Hobelspan AG show the following key figures:
The sale is to take place in stages over the next 5 years, with a 20% stake being sold to Mr. Holzwurm each year. The purchase price for 100% of the shares in Hobelspan AG is CHF 750,000. If Mr. Holzwurm leaves the company before acquiring all the shares, Mr. Hobelspan has a right of first refusal.
What are the tax consequences for Mr. Holzwurm at the time of the acquisition?
The sale of Schreinerei Hobelspan AG is made to NewCo Holding AG, which was founded by three employees of Schreinerei Hobelspan AG. The purchase price is financed entirely by a seller’s loan from Mr. Hobel.
What are the tax consequences for the shareholders of NewCo Holding AG at the time of acquisition?
In 2022, Mr. Bonus founded the investment company Multiple AG for the purpose of acquiring Unterrichts AG. He is its managing director. He resides in the canton of Aargau.
In 2023, Multiple AG acquired Unterrichts AG for CHF 20 million as part of a third-party transaction. To finance the acquisition, Multiple AG was provided with a shareholder loan of CHF 19 million (bearing 1.75% interest, bullet repayment) and equity of CHF 1 million. As part of the capital structure, Mr. Bonus sold 80% of the shares in Multiple AG to third-party investors at net asset value. These investors also provided the shareholder loan, as they know Mr. Bonus to be a successful manager and he is set to serve as the future CFO of Unterrichts AG.
In addition to the third-party investors, the managing director of Unterrichts AG, Ms. Dekanin (resident of Aargau), was able to acquire a stake in Multiple AG. She purchased a 10% stake for CHF 100,000 (proportional net asset value). She was not required to provide a shareholder loan. Mr. Bonus, for his part, retains a 10% stake in Multiple AG.
In 2026, Multiple AG was sold for CHF 60 million. Of this amount, CHF 20 million is attributable to the shareholder loan (including interest) and CHF 40 million to the equity of Multiple AG. Ms. Dekanin and Mr. Bonus each receive CHF 4 million from the sale. In addition, Mr. Bonus receives a performance-based additional payment (carried interest) of CHF 2 million for his share package based on an agreement with the other investors.
Badener AG, based in the canton of Aargau, is a manufacturing company in the semiconductor industry. In 2024, Badener AG was acquired by a group company based in Germany. The purchase price was CHF 50 million. An EBITDA multiple of 10 was used as the valuation basis. The current tax value according to the practitioner’s method amounted to CHF 35 million.
The newly founded Brugg AG, based in Switzerland, was used as the acquiring company. For the acquisition, Brugg AG was capitalized with equity of CHF 50 million.
As part of the acquisition by Brugg AG in 2024, a member of the executive board, Ms. Starkstrom, a resident of the canton of Aargau, exchanged her previous 1% stake in Badener AG for a 1% stake in Brugg AG. Ms. Starkstrom acquired the shares in Badener AG in 2021 at a formula value of CHF 25 million, calculated using the practitioner’s method. The purchase price was therefore CHF 250,000.
In 2025, Brugg AG acquires another Swiss stock corporation, Chip AG. The purchase price of CHF 10 million can be financed using Brugg AG’s own funds. The valuation is based on an EBITDA multiple of 5.
In 2027, Brugg AG is sold to a Swiss stock corporation. Based on an EBITDA multiple of 11, the purchase price amounts to CHF 110 million. The underlying EBITDA consists of CHF 7 million from Badener AG and CHF 3 million from Chip AG. Ms. Starkstrom receives CHF 1.1 million from the sale. The formula value of Brugg AG according to the practitioner’s method is CHF 50 million.
Bäckerei AG, based in the canton of Aargau, has been directly owned by the Rüebli family since its founding. The internationally active Sacher AG, headquartered in Vienna, wishes to acquire Bäckerei AG. The parties to the transaction agree on a purchase price of CHF 20 million for the 100% stake in Bäckerei AG. This corresponds to a valuation based on an EBITDA multiple of 10.
Mr. Süss, a long-time employee residing in the Canton of Zurich, is to be retained in the business long-term through a stake in the group. At the same time, the current managing director, Mr. Marzipan, a member of the Rüebli family, is also to retain his stake. He resides in the Canton of Aargau. Prior to the sale, he holds a 20% stake in Bäckerei AG.
For the purchase, Sacher AG is establishing a new acquisition company, Schwarzwälder AG, based in the canton of Aargau. This company will be capitalized with CHF 20 million in equity. As part of the transaction’s execution, Mr. Marzipan will receive a payment of CHF 2 million for his 20% stake, as well as a 10% stake in Schwarzwälder AG, while Mr. Süss will receive a 1% stake. The remaining 89% of Schwarzwälder AG will remain with Sacher AG. The purchase price for the shares corresponds to the pro-rata net asset value of Schwarzwälder AG. Mr. Marzipan will therefore receive a share package valued at CHF 2 million as part of the share exchange. Mr. Süss will pay CHF 200,000. The purchase will be completed in December 2021.
In March 2026, Schwarzwälder AG is sold to the American company Applecake AG. The purchase price is CHF 36 million and was determined using an EBITDA multiple of 12. All shareholders sell their stakes.
Mr. Süss is a resident of the Canton of Aargau. For the purchase of the shares, he receives an interest-free loan from Mr. Marzipan covering the full purchase price. This loan is to be amortized annually in the amount of the pro-rata dividends.
How will the sale of his share package in 2026 be taxed?
Mr. Süss (resident in the canton of Aargau) leaves Bäckerei AG after five years at the end of 2026. Due to a clause in the shareholders’ agreement, he may sell his shares to the co-shareholders or, alternatively, to Schwarzwälder AG. The remaining shareholders acquire the shares at a valuation of CHF 36 million, based on an EBITDA multiple of 12.
Scenario: This valuation is based on a purchase offer for Schwarzwälder AG, which is accepted in February 2027.
How is the sale of Mr. Süss’s block of shares taxed?
[Hans Christian, a resident of the Canton of Aargau, is the CEO of Schweizer Holding AG. Schweizer Holding AG is a group company of the Danish Meerjungfrau Group. The parent company of the group is Andersen AG
In 2006, as part of an employee stock ownership plan, Hans Christian was able to acquire 142,500 shares in the investment company Märchen AG for CHF 600,000; Märchen AG, in turn, held shares in Andersen AG. Shortly before that, the Meerjungfrau Group was delisted from the Danish stock exchange. The goal was to restructure the Meerjungfrau Group and subsequently relist it on the stock exchange as part of an "Initial Public Offering" (IPO).
As part of the share acquisition, Hans Christian entered into an “Ownership Agreement” with the other parties involved. This agreement stipulated that Hans Christian’s compensation in the event of a future total sale or an IPO would depend on whether he qualified as a “Good Leaver,” “Bad Leaver,” or existing employee of the Meerjungfrau Group. Furthermore, the shares could not be freely sold or pledged. According to the agreement, the influence of Märchen AG’s shareholders on the management of the Meerjungfrau Group was limited. The intended goal for the participating employees was to increase the value of the Group. Märchen AG’s shareholder rights vis-à-vis Andersen AG were severely limited. In particular, Märchen AG’s voting rights were exercised by the unrestricted owners of Andersen AG.
In 2012, the employee stock ownership plan was relaunched. Hans Christian’s existing shares were exchanged for new shares in Märchen AG with a formula value at that time of CHF 700,000.
In 2014, the Meerjungfrau Group successfully went public. Hans Christian was able to exchange his stake in Märchen AG for IPO shares of Andersen AG and sell the latter for CHF 1,200,000. Compared to his original investment, he realized a profit of CHF 600,000.
Hans Christian was able to acquire a direct stake in Andersen AG in 2006. The "Ownership Agreement" remains in effect. The voting rights attached to his shares are exercised by two shareholders outside the employee stock ownership plan who together hold a stake of over 70%.
Variant: Hans Christian is domiciled in Zurich.
