Restructuring and insolvency - legal requirements under the revised stock corporation law
As part of its management and financial responsibility, the Board of Directors is obliged to monitor the financial situation of its company. If a company gets into financial difficulties, it must take measures to avert insolvency or at least prevent the damage from increasing. The revised Stock Corporation Act, which came into force on January 1, 2023, imposes specific duties on the board of directors in the event of imminent insolvency, half capital loss and over-indebtedness. This article deals with the legal requirements and shows to what extent the revision has brought changes to these restructuring-related provisions and what new questions arise in practice.
Restructuring merger between sister companies
This article first explains the different concepts of the need for reorganization under commercial law and tax law as well as the requirements for the tax recognition of the assumption of loss carryforwards in the context of a reorganization merger between sister companies. The tax consequences for the merged companies and for the joint shareholders are then also examined using examples.
Emission tax for refurbishments
A distressed company can be restructured in various ways. Balance sheet restructuring measures that do not provide the company with any external funds are not subject to the issue tax. Financial restructuring measures, on the other hand, are subject to the issuance stamp duty of one percent if they are carried out in return for the issue of participation rights or if shareholders make a contribution.
Editorial on the focus "Refurbishments"
In difficult economic times, many companies are faced with considerable financial challenges. The Covid-19 pandemic in particular has led to a number of companies needing to be restructured despite the aid granted, such as loans or hardship compensation. Restructuring a company is a complex process that requires not only strategic and operational measures, but also careful consideration of legal and tax aspects. After all, restructuring a company can lead to significant tax consequences.
Compensation paid by Swiss companies to foreign directors
This video provides information on the possible tax and social security implications of a board of directors resident in an EU country in the case of a Swiss company limited by shares if the board of directors is also self-employed in its country of residence.
Federal Council opens consultation on tonnage tax
At its meeting on 24 February 2021, the Federal Council opened the consultation on the Federal Act on the Tonnage Tax on Sea-going Ships. An introduction in Swiss tax law would be a targeted means of ensuring the competitiveness of Switzerland as a business location in the area of maritime shipping companies.
Tax-approved interest rates 2021 for advances or loans in Swiss francs and foreign currencies
The granting of interest-free or insufficiently interest-bearing advances or loans to participants or third parties related to them constitutes a payment in kind. This shall also apply to translated interest which is paid on the basis of obligations to participants or third parties close to them.
FTA publishes notice on the taxation of non-cash expenses for collective investment schemes
In concretisation of Art. 14 StG, Circular No. 24 of the Federal Tax Administration (FTA) of 20 November 2017 on collective investment schemes as subject to withholding tax and stamp duties states that non-cash expenses in the form of taxable deeds by an FCP, a SICAV or a KmGK to the investor are not subject to turnover tax.
Circulars No. 9 and No. 16 of the FTA repealed
Circular No. 16 of the FTA of 13 July 2007 concerning "Inadmissibility of the tax deduction of bribes" and 1-009-DV-2005 of 22 June 2005 concerning "Proof of business-related expenses in foreign-foreign transactions" have both been repealed and replaced by Circular No. 50 of 13 July 2020.
Federal Council is against the widespread abolition of stamp duties
The Commission for Economic Affairs and Taxes (WAK-N) has proposed further steps to abolish stamp duties. These were rejected by the Federal Council at its meeting on 18 November 2020. However, it supports the demand to abolish the emissions tax. It also wants to abolish the turnover tax on domestic bonds as part of the planned withholding tax reform.
Adjustment SSK-KS 28: New calculation of the capitalization rate and clarification regarding start-up companies
The Swiss Tax Conference published an updated version of SSK-KS 28 on 3 November, which concerns the calculation of the capitalisation rate for determining the capitalised earnings value and a clarification of the practice for the valuation of start-up companies.
