- Securities must be valued prior to contribution to the holding company
- Provisions relating to securities contributions must be set out in the articles of association.
- The creation of a holding company must be formalized by a notarial deed.
- The main purpose of the holding company is to manage owned shares, not to exercize a commercial activity.
Legal forms
In Switzerland, the main legal forms for holding companies are the Limited Company (SA) and Limited liability company (Sàrl). It is possible to make a contribution in shares in both structures.
However, the SA is preferred thanks to its structure guaranteeing the anonymity of shareholders.
Valuation of securities to be contributed
One of the essential steps in transferring shares to a holding company is the valuation of the shares (stocks or shares) that will be transferred to the holding company. This valuation must be carried out by an independent expert.
Stock valuation process
This valuation is necessary to establish the exact value of the shares contributed. It determines the consideration that will be allocated to the shareholder in the new company.
The valuation must be precise, especially if the contributed securities come from private companies, whose valuation is more complex.
Drafting statutes
The holding company's articles of association must be drafted in such a way as to include information relating to the contributions. They must clearly state that the share capital is made up in whole or in part of contributions of securities.
Content of the articles of association
The bylaws must describe in detail the securities contributed, their valuation value and the rights attached to these contributions. Properly drafted articles of association protect shareholders in the event of conflict and facilitate the management of shareholdings.
Notarial deed
In Switzerland, the formation of a holding company, including the contribution of shares, must be formalized through a notarial deed.
Signature of notarial deed
All partners or shareholders must sign the acte constitutif before a notary. This deed summarizes the contributions made, the structure of the company and the shares or units allocated in return.
Entry in the Commercial Register
Once the notarial deed is signed, the holding company must be registered in the Commercial Register of the canton where it is domiciled. This step makes the company officially operational.
Once registered, the company is announced in the Swiss Official Gazette of Commerce (SOGC), which grants the company its legal personality and makes it publicly visible.
Conditions for holding companies in Switzerland
Certain conditions must be met for a company to qualify as a holding company and thus benefit from favorable tax status in Switzerland.
Investment management objective
The company's main purpose must be the management of shareholdings in other companies.
It cannot engage in significant commercial or industrial activities in Switzerland. The majority of its income must come from its holdings, and not from direct commercial activities.
Equity holdings
The company must hold at least 10% of the share capital of another company or hold a participation with a minimum market value of one million CHF.
Income from participations
More than 50% of the holding company's income must come from participations (dividends, capital gains, etc.), or the participation assets must represent more than 50% of the company's total assets.
Limited commercial activities
The company may conduct management activities, such as financial or administrative services, for its subsidiaries, but it should generally not offer these services to third parties or generate commercial income in Switzerland.
Tax advantages of holding companies
Income tax exemption (federal)
At the federal level, holding companies are exempt from corporate income tax. This means that the profits generated by the company (primarily from its holdings) are not taxed.
Furthermore, holding companies in Switzerland are not subject to the municipal and cantonal taxes.
Deductions for intra-group services
Holding companies can make deductions for expenses incurred in managing their holdings, such as administrative or financial services provided to subsidiaries.
