Workshop by Susanne Schreiber and Toni Hess on the occasion of the ISIS) seminar on June 02 + 03, 2025 with the title "Tax law challenges of partnerships"
Note: This language version is an automatically generated translation. The text may therefore contain linguistic and terminological errors.
view in original language (German)A. began developing an application in collaboration with his colleague C. The purpose of the application is to retrieve current exchange rates for cryptocurrencies from connected exchanges and to generate profits by executing simultaneous buy and sell transactions when price differences arise. To date, no profit has been generated with the application. To complete and market the application, A. and C. founded D. AG. They contributed the application to D. AG as a contribution in kind to pay up the share capital, and in return, A. received 250,000 shares of D. AG.
Inventor A. is a physics enthusiast and has also developed a technology for purifying indoor air, which he intends to patent. He has invested private funds at his own risk in his development activities, the organization of which he has determined himself. A licensing company, L. AG, to be established, is to be the licensee for the use of the patent developed by A. On December 22, 2024, A. sold a 5% stake in the yet-to-be-established L. AG to B. for CHF 12.5 million. The payment from B. to A. was made in 2024. In return, however, B. did not yet receive the shares of L. AG, but rather 2,500 registered shares of E. AG as collateral, which, in terms of value, corresponds to an appropriate security for the purchase price.
A. has previously served on the board of directors of various companies engaged in the development of industrial goods in the energy sector. In addition, he has built up a business relationship with B. over a long period of time and has often told him about his development activities.
To date, the transfer of the shares in L. AG has not taken place.
Mr. and Mrs. Castellazzi operate Hotel C. in ZH. They also own rental apartments, which are also located in ZH. These consist of four multi-room apartments and 27 furnished studio apartments.
The Cantonal Tax Office of ZH classified the rental of the furnished apartments as self-employment. Because the apartments are located on a single parcel of land, the entire property must be allocated to business assets based on the preponderance method.
The Cantonal Tax Office of Zurich assessed the Castellazzi couple for 2017 as follows:
Following an appeal, which was partially upheld, the tax office revised the tax factors as follows:
The Tax Appeals Court partially upheld the appeal and assessed the Castellazzi couple as follows:
In their appeal to the Administrative Court, they requested that they be assessed as follows:
The Administrative Court did not consider the appeal insofar as it concerned federal income tax, and dismissed the appeal insofar as it concerned cantonal and municipal taxes; the rental of the apartments was to be classified as self-employment. The Administrative Court justified its decision not to hear the appeal on the grounds that the appellants lacked a current interest worthy of protection with regard to the requested higher assessment. There had been no threat of a tax reassessment or tax evasion proceeding.
The Castellazzi couple filed an appeal in matters of public law with the Federal Supreme Court. In doing so, they argued that the Administrative Court had wrongly declined to hear the appeal regarding federal income tax. With regard to cantonal and municipal taxes, they argued that the Administrative Court had wrongly classified the rental of the apartments as a commercial activity rather than mere asset management. Furthermore, they requested that the tax factors be determined as follows:
A. works as a self-employed attorney in the city of D / Canton A. He resides in the municipality of V / Canton A.
He also serves on the boards of directors of various companies, in some of which he also holds equity interests. In 2024, he earned income from self-employment (as a lawyer) and from employment (board mandates). In addition, he receives dividends from holdings in C. AG, D. AG, E. AG, and F. AG, which are subject to partial taxation.
A. acquired F. AG together with his long-standing business partners L. and M. at a time when the company was experiencing financial difficulties. A. acquired the stake in F. AG for a modest sum of CHF 6,000. A. served on the board of directors of F. AG, granted the company a private loan of CHF 460,000, and provided legal counsel to it. The fee income from activities for F. AG accounted for approximately 5.9% of his total revenue.
A. had taken a similar approach with the stake in C. AG; that is, approximately 10 years earlier, he had initially acquired a 30% stake alongside business partners as part of a management buyout and, as chairman of the board, had saved the company from bankruptcy. Later, he had again acquired the struggling X. AG together with co-shareholders, granted substantial loans through C. AG, and sold X. AG at a profit after two years.
In 2024, A. sold his shares to F. AG at a profit.
With regard to the dividends from C. AG, D. AG, and E. AG, A. seeks legal certainty that these do not qualify as income from self-employment. The partial tax rate is 70% at both the federal and cantonal levels, regardless of whether the assets are classified as private or business assets.
Within the canton, the current tax rate at the place of business, City D, is 110%, while in the municipality of residence, V, it is only 87%.
Can A. file a motion for a declaratory judgment in court to establish that the holdings in question are considered private assets?
What would the situation be if the partial taxation rate for business assets were only 50% compared to 60% (40% exemption) for private assets?
At the time of the sale of F. AG, A. assumed that he held the shares in his private assets and insisted on a so-called indirect partial liquidation clause in the purchase agreement, according to which the buyer, K. AG, may not make any detrimental distributions after acquiring the stake or must indemnify A.
K. AG wishes to make a distribution from F. AG and obtain a ruling confirming that this distribution is harmless for the purposes of indirect partial liquidation.
In 1995, A. acquired several properties in cantons with a monistic tax system, most of which were managed by a professional real estate management company. A. personally handled the selection of tenants and the coordination of renovation and remodeling work.
Until 2015, the properties were declared as A.’s private assets and assessed accordingly. In his 2016 tax return, A. declared them as business assets for the first time and the management of the properties as self-employment. A. is 76 years old at this time.
In 2017, he transferred the properties from his business assets to A. AG and applied for a deferral of the real estate gains tax based on the restructuring provision (analogous to Art. 12 para. 4 sentence 2 lit. a, 8 para. 3 lit. b StHG).
Since 2007, A. has operated a sole proprietorship for the purpose of buying, selling, and renting real estate.
Upon reaching the standard retirement age in August 2020, he removed the last remaining property (co-ownership share) from the sole proprietorship’s books following the liquidation of his business and declared it as part of his personal assets in his tax return. The sole proprietorship recorded a profit from the transfer of the co-ownership share in 2020 and was deleted from the commercial register in the same year.
In 2021, he sold the property together with the other co-owners at a profit.
Alexander Casanova resides in the canton of TG and operates a trust office as a sole proprietorship.
In 2009 and 2010, he granted his father loans totaling CHF 550,000 from the operating funds of his sole proprietorship so that his father could pay the back taxes and penalty taxes for the years 2005 and 2006. Casanova recorded the loans as business assets in each instance.
The cantonal tax administration conducted a thorough review of the accounting records for the 2009 and 2010 tax years. It did not object to the classification of the loans as business assets. Furthermore, it assessed the sole proprietorship for the 2009 through 2014 tax years in accordance with the tax returns filed.
In 2015, the father died. He left behind two sons, Alexander and Claudio Casanova, as heirs. The estate consisted of assets of CHF 350,000 and liabilities of CHF 550,000 (debt owed to Alexander). This left a net claim of CHF 200,000 owed by the estate to Alexander. Claudio Casanova renounced the inheritance within the prescribed time limit (see Art. 566 et seq. of the Swiss Civil Code).
On the grounds that the loan had become partially uncollectible due to the father’s death, the remaining claim of CHF 200,000 was written off in 2015 with an impact on income.
In its assessment for the 2015 tax period, the Tax Administration of the Canton of Thurgau concluded that the loan had not served Casanova’s business activities. It had not been of a business nature. Rather, it had been provided on the basis of family ties so that the father could settle tax debts. The write-off was therefore not justified on business grounds.
On the other hand, the tax administration noted that the death of the borrower had caused a material change that, in the context of the inheritance, justified reclassifying the loan as private assets—despite years of recognition as business assets.
It therefore included the remaining loan amount of CHF 200,000 in the 2015 assessment decision.
Casanova contested this. The objection, appeal, and complaint were dismissed.
Casanova filed a complaint in public law matters with the Federal Supreme Court against the Administrative Court’s decision.
A is a snowboarder and runs the sole proprietorship RS Rico Schuler, based in St. Moritz. The company has two business areas:
In addition to these main business areas, the sole proprietorship operates an online shop through which Rico Schuler fan merchandise is sold.
The sole proprietorship is the owner of the RS Rico Schuler word and figurative mark. To better market the business associated with this brand, it is to be separated from the sports division as an independent business unit.
The following outcome is planned:
Neither business division holds any substantial assets. Therefore, in addition to the trademark rights, primarily existing contracts are being transferred or new ones concluded.
Regarding the procedure:
A multi-stage restructuring process is planned for the transfer of the business division:
Following the incorporation, the sole proprietorship’s current employee will be hired by Schuler GmbH.
Because Rico Schuler will also devote a significant portion of his working hours to Schuler GmbH for social media posts, sponsorship events, and appearances as a brand ambassador, he will be employed by the GmbH for these activities. He will receive an annual salary of CHF 100,000 for these activities.
or the business assets of his sole proprietorship? 2. Can the transfer of the brand, contracts, and online shop from the sole proprietorship to Schuler GmbH be carried out without affecting income?
Rico Schuler is a successful ski racer. As such, he competes in races both domestically and abroad. He has now founded a sports company, Schuler GmbH. Both Rico Schuler and Schuler GmbH are subject to unlimited tax liability in the Canton of Bern.
The entry fees and prize money, as well as payments from his sponsors domiciled in Switzerland, flow into Schuler GmbH. Rico Schuler is employed by his company. He receives a salary for his services. In addition, he pays himself dividends from his GmbH.
Rico Schuler was particularly successful in Austria, winning various races. The entry and prize money totals CHF 80,000. It was taxed at source in Austria. After deduction of withholding tax, CHF 64,000 remains. This amount is transferred by the Austrian organizer to the Swiss company Schuler GmbH.
Schuler GmbH transfers the entry and prize money earned in Austria and subject to withholding tax to Austria. Only the net amount of CHF 64,000 is recorded in its books.
With regard to the salary and dividend payments from Schuler GmbH to Rico Schuler, his tax representative is of the opinion that, to the extent they relate to revenues subject to (Austrian) withholding tax, these payments should be exempt from taxation in Switzerland, subject to the progression clause.
01 Rico Schuler has over 2 million followers on his social media accounts.
B. works as a self-employed physician. He has a practice in X and also makes patient visits to hospitals. In addition, he is involved in research at ETH.
B. believes that he uses his car for business purposes to travel from his home to his practice, as well as occasionally for patient visits and trips to hospitals and ETH. Therefore, in his tax return, he claims a 20% annual depreciation on his car as part of his self-employment.
Of the total 13,000 km driven, 11,000 km are attributable to trips between his home and his practice/place of work.
