Valuation of shares in personal companies for property tax purposes

Case 1: Felsenkeller AG Brewery

1. facts of the case

Martin and Ludwig run the small Felsenkeller AG brewery together. They each own 50 percent of the shares in the joint stock company. The registered office and place of business of Brauerei Felsenkeller AG is in Canton A. Martin also lives in Canton A. Ludwig lives in Canton B.

Canton A uses model 1 for the valuation of unlisted securities while canton B uses model 2.

Tasks

• Based on the following information, calculate the tax values for the year 2022 according to Model 1 and Model 2.
• Which value is actually applied in the assessment of Martin and Ludwig? A possible lump-sum deduction is not to be taken into account.

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Case 2: Meister family holding company

1. facts of the case

The Meister family owns a holding company in which the family's assets are jointly managed. The balance sheet of the company is as follows:

Further, the following information is known:

• The market value of the listed shares as of December 31, 2022 amounts to TCHF 21'000. TCHF 4'500 of the hidden reserves relate to share positions with a value exceeding TCHF 1'000.
• The investment of OpCo 1 shows prime costs of TCHF 30'000. According to KS 28 SSK, a value of TCHF 23'000 resulted at the year-end closing 2022, which triggered a further impairment of TCHF 2'000.
• The cost price of the investment of OpCo 2 amounts to TCHF 23'000. The valuation of the company according to DCF as of December 31, 2022 resulted in a value of TCHF43'000, while the valuation according to KS 28 SSK resulted in a value of TCHF 32'000.
• Current market value appraisals of the investment properties result in a total value of TCHF 12,000. The tax value amounts to TCHF 8,000.

Task

• Determine the net asset value.

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Case 3: Tech Start-up AG

1. facts of the case

Martin, Ladina and Ursula founded Tech Start-up AG together in 2017. The following has happened since then:

• When the company was founded on July 1, 2017, all three subscribed for shares with a nominal value of CHF 50,000.
• They agree on a possible redistribution of the founders' shares (so-called dynamic equity split). In principle, everyone receives a salary in line with the market. During the important first 18 months, however, the time spent by all is to be recorded and later appreciated.
• Based on the recording of working hours, it can be seen that Ladina's time input was the greatest. The result is that Ursula gives shares with a nominal value of CHF 10,000 to Ladina. Based on an internal valuation, the three assume at this point that the company value corresponds to CHF 500,000.
• By the end of 2019, the tech start-up is slowly running out of money. The three founders therefore decide to bring additional investors on board. Sonja and Markus subscribe to shares at a nominal value of CHF 25,000 each with a premium of CHF 125,000 via venture capitalist companies. This brings the total value of the company to CHF 1,200,000.
• With the additional capital, the breakthrough succeeds. Tech Start-up AG generates its first annual profit of CHF 200,000 in 2020.
• The company continues to grow and at the end of 2022 Sonja's company sells its shares to an independent third party for CHF 400,000.

Question

• Which valuation method will be used in the years 2017 to 2022?

Case 4: Feintech AG

1. facts of the case

• Feintech AG is a family-run medium-sized company based near Freiburg im Breisgau (Germany).
• Walter, also originally from Germany, has lived in Switzerland for 20 years and works as a doctor. In 2022, he inherited 15 percent of the shares in Feintech AG from his father.
• In the context of the division of the estate (civil law settlement as well as for German inheritance tax purposes), the value of the 15 percent interest in Feintech AG was set at EUR 35,000 thousand under German law.
• The operating business is managed by his uncle. In the past, Feintech AG regularly distributed a dividend. Walter therefore decides to keep the shares as an investment.

Task

The question arises as to the value at which he should declare the shares in his Swiss tax return and which documents should be submitted together with the tax return. Explain the procedure theoretically.

Extension of facts

• After some back and forth, Walter received the last three annual accounts and other information from his uncle.
• In concrete terms, this results in the following key figures:

• The effective income tax rate for Feintech AG in Freiburg im Breisgau, Germany is approximately 30%.
• The hidden reserves originate from operating assets, which are generally subject to ordinary taxation.

Task

Calculate the value of Walter's share in CHF according to model 1.

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Case 5: Consulting AG

1. facts of the case

• Sandra was promoted to partner at Beratungs AG 2 years ago. In this context, she was able to acquire employee shares. In 2022, she owns 5 percent of the company.
• Beratungs AG determines the formula value with an EBITDA multiple
  (8.5 x) based on the last two annual results.
• The following results are known:

Task

Determine the tax values for 2022 according to the formula value and model 1. What value must Sandra pay tax on in the canton of Zurich?

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Case 6: Physio-Praxis GmbH

1. facts of the case

• Marco runs the Physio-Praxis GmbH. He has joined a community of practice where he rents a fixed treatment and training room and purchases other administrative services.
• Appointment coordination, for example, is handled by the employee of the joint practice.
• The last few years his company has achieved the following results:

Question

Marco distributes most of the profit as dividends. Does an application for a change in valuation as a person-related company pay off?

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Case 7: Felsenkeller AG brewery for the second time

1. facts of the case

• Martin and Ludwig wonder whether they are entitled to a lump-sum reduction in fair value despite regular dividend payments.
• The tax value of the company for 2022 is CHF 313,104.58 (see case 1).
• In 2021 they did not receive any dividend due to the loss in 2020. In 2022 a total of CHF 5,000 was distributed and in 2023 Brauerei Felsenkeller AG distributed a dividend of CHF 35,000.

Questions

• Can you make a concrete statement as to whether the across-the-board reduction will be possible in 2022?
• Does it matter whether the calculation was made according to model 1 or model 2?
• What would that likely look like in 2023?