Company Formation & Company Relocation to Switzerland
Structuring Companies and Families in Switzerland.
Corporate and tax structures for entrepreneurial families and UHNW Families
Corporate & Family Structure Switzerland
A Swiss Company.
Part of a larger whole.
For entrepreneurial families and Ultra-High-Net-Worth Families (UHNW), establishing a company in Switzerland is regularly just one component of a much more comprehensive structural decision.
The focus is on how companies, shareholdings, family assets, real estate, investments, and succession can be organized under corporate and tax law to create a long-term, resilient Swiss structure.
Our Approach
Swiss Legal Consulting, together with specialized Swiss and German lawyers, tax advisors, and other experts, supports the development and implementation of such cross-border structures.
Our aim is not the standardized formation of a stock corporation (AG) or limited liability company (GmbH).
We develop a Corporate & Family Structure Switzerland tailored to the client's economic and family goals.
01 / Corporate Structuring
The Architecture
of Your Company.
It begins with a comprehensive analysis of the existing corporate and shareholding structure.
In particular, we examine whether a Swiss stock corporation (AG), limited liability company (GmbH), holding company, or multi-level group of companies forms the appropriate structure.
Corporate Law Topics in Detail
For larger family assets, for example, the following architecture can be developed:
Entrepreneurial Family / Family Office → Swiss Holding AG → operating companies / shareholdings / investment companies / real estate companies → Germany – Switzerland – Europe – international shareholdings
In terms of corporate law, we particularly focus on:
- Formation and structuring of Swiss AGs and GmbHs
- Swiss holding companies
- Subsidiaries and affiliated companies
- Capitalization and financing structure
- Contributions in kind and transfer of shareholdings
- Share classes and different participation rights
- Shareholder agreements
- Voting rights and control structures
- Board of Directors and management
- Signing and representation authorities
- Intra-group service and management agreements
- Shareholder loans and intra-group financing
- Joint Ventures
- Company acquisitions and equity investments
- Mergers, spin-offs, and restructurings
- Business succession and generational change
- Family Governance and Corporate Governance
Especially for larger family businesses, the corporate structure can be designed to differentiate between economic participation and entrepreneurial control.
This allows, for example, family members to be economically involved in the company, while strategic decision-making powers remain within a defined group of people.
Example of a Family Holding
Entrepreneurial Family / Family Office
↓
Swiss Holding AG
↓
Operating
Companies
Shareholdings
Investment
Companies
Real Estate
Companies
Germany · Switzerland · Europe · International
02 / Swiss Holding Structures
Consolidate Shareholdings.
Connect Generations.
For internationally active entrepreneurial families, a Swiss holding company can form the central participation platform.
Holding Structures and Participation Exemption
It can consolidate shareholdings in Swiss, German, and other international companies, thereby enabling a unified corporate governance and succession structure.
Swiss tax law provides for a participation exemption: the profit tax of a corporation or cooperative can be proportionally reduced for qualifying participation income. A prerequisite is, in particular, a participation of at least 10% in the capital or in profits and reserves, or – for certain participation income – a fair market value of the participation rights of at least CHF 1 million. Additional conditions apply to capital gains.
Thus, a holding structure can be particularly interesting for families who own several operating companies or substantial corporate shareholdings.
Cross-Border Structuring
Europe
Existing Structure
→
Switzerland
New Architecture
Company relocation and private relocation:
consider together, analyze separately for tax purposes.
03 / Company Relocation Germany – Switzerland
A New Location.
Careful Planning.
The relocation of an existing company or individual company functions from Germany to Switzerland is particularly challenging.
Rather, it must be examined which functions, assets, risks, employees, and decision-making powers are actually transferred from Germany to Switzerland.
Relocation and Tax Review
Here, from a tax perspective, it is not sufficient to simply establish a Swiss company and transfer contracts to it.
German international tax law explicitly covers the transfer of functions, including the associated opportunities, risks, assets, and other benefits. Depending on the facts, an valuation of the entire so-called transfer package may become necessary.
Therefore, together with the involved tax experts, we analyze, among other things:
- Function transfer
- Transfer of assets
- Transfer of intangible assets
- Trademarks, patents, and know-how
- Customer relationships and business opportunities
- Transfer pricing
- Management services
- Financing functions
- Permanent establishment risks
- Place of effective management
- Exit taxation
- Exit taxation at shareholder level
- Controlled Foreign Corporation (CFC) taxation under the German Foreign Tax Act
- Double Taxation Agreement Germany–Switzerland
Especially for UHNW entrepreneurial families, company relocation and private relocation must therefore be analyzed together, but separately for tax purposes.
04 – 06 / The Tax and Financial Architecture
Every Decision
in Context.
Location, restructuring, and financing are coordinated with the specific family and corporate structure.
04 / Tax Structuring of the Swiss Company
Location & Taxes
On the Swiss side, federal, cantonal, and municipal taxes are included in the location decision.
Deepen Location Decision
The direct federal tax for corporations amounts to 8.5% of net profit according to Art. 68 DBG; in addition, there are cantonal and communal profit and capital taxes. The specific overall tax burden is therefore location-dependent.
For the location decision, we therefore not only compare Zurich, Zug, Schwyz, or Geneva, but also examine the location based on the specific family and corporate structure.
In addition to profit and capital taxation, the following must be examined, among other things:
Participation exemption – withholding tax – stamp duties – source taxes – transfer pricing – value added tax – financing – distributions – capital contribution reserves – double taxation agreements.
Thus, the location decision becomes an integral part of the entire tax architecture.
05 / Tax-Neutral Restructurings
Reorganize
Shareholdings
The contribution and reorganization of existing shareholdings, businesses, or companies requires a review of the tax prerequisites.
Deepen Restructurings
Of particular importance is the question of whether existing shareholdings, businesses, or companies can be contributed tax-neutrally into a new Swiss structure or reorganized within a Swiss group of companies.
Art. 61 DBG allows for the transfer of hidden reserves without immediate taxation in certain restructurings, provided that, in particular, Swiss tax liability continues and the previous tax values are adopted. Under the respective conditions, this includes conversions, spin-offs, share exchanges, and certain transfers to Swiss subsidiaries.
The Federal Tax Administration specifies these conditions in detail in its Circular No. 5a on restructurings.
However, for cross-border structures, the German tax treatment must be examined independently. A Swiss tax-neutral transaction is not automatically tax-neutral on the German side.
06 / Financing of the Swiss Group of Companies
Capital & Liquidity
For larger assets, the question regularly arises of how the Swiss holding company or its subsidiaries are financed.
Deepen Financing Structure
For example, the following may be considered:
Equity | Shareholder loans | intra-group loans | bank financing | acquisition financing | distributions and reinvestments.
Arm's length principle, interest rates, transfer pricing, and Swiss regulations on hidden equity must be considered. The ESTV has published Circular No. 6a on this topic.
For UHNW families, the financing structure can also be coordinated with the private liquidity and investment planning of the family office.
07 / Substance Instead of Shell Company
A Location
That Is Lived.
An international structure must be economically active.
· Management
· Personnel
· Office Space
· Decision-Making Processes
Our goal is a verifiable Swiss company location with actual economic function.
Economic Substance in Detail
For a Swiss corporate headquarters, we therefore particularly consider:
Management – Board of Directors – Personnel – Office Space – Decision-Making Processes – Banking Relationships – Contract Management – Accounting – actual operational functions.
This is not only relevant under corporate law. Actual economic activity and substance can also be crucial for tax purposes. The German Foreign Tax Act (AStG), for example, explicitly requires proof of substantial economic activity for certain foreign companies.
Our goal is therefore not an artificial shell structure, but a verifiable Swiss company location with actual economic function.
08 / Corporate Relocation for the Entire Entrepreneurial Family
Company.
Assets. Family.
For UHNW families, we consider more than just the company.
The corporate restructuring is coordinated with the private asset structure:
Companies & Shareholdings
Residency & Domicile
Bank & Investment Assets
Real Estate & Family Office
Matrimonial & Family Law
Inheritance Law & Succession
Corporate Relocation for the Family
- Company
- Holding and shareholdings
- Residency and tax domicile
- Bank and investment assets
- Real estate
- Family Office
- Matrimonial and family law
- Inheritance law and succession
- Family Governance
This creates a structure that should function not only for today's entrepreneur but also for the next generation.
A structure that should also function for the next generation.
09 / Family Governance and Business Succession
Pass on
Responsibility.
Especially for corporate assets in the two or three-digit million range, the corporate structure is always also a succession structure.
Governance and Succession in Detail
Together with our clients, we develop regulations for:
- Transfer of company shares to the next generation
- Voting rights and control mechanisms
- Entry and exit of family members
- Pre-emptive and acquisition rights
- Disposal restrictions
- Dividend policy
- Family advisory board
- Board of Directors appointments
- Family Constitution
- Conflict resolution mechanisms
- Succession in case of death or incapacity
- Coordination of articles of association, shareholder agreement, and last will
This prevents corporate and inheritance law regulations from conflicting in the event of inheritance.
Swiss Legal Consulting
From Company Formation
to Swiss Family Holding.
Swiss Legal Consulting coordinates corporate law, German and Swiss tax law, relocation, real estate, investments, and asset succession for this purpose.
+ Corporate Structure
+ Tax Structure
+ Family Structure
Our Goal
For affluent entrepreneurial families, Switzerland should not merely be the seat of a new company.
It can become the strategic center of an international corporate and asset structure.
Our goal is a structure that connects three levels:
Corporate Structure. Tax Structure. Family Structure.
Corporate Relocation & Family Business Switzerland
Corporate and tax structuring for entrepreneurial families, family offices, and Ultra-High-Net-Worth Families.
Not just forming a company in Switzerland. But structuring companies, family, and assets in Switzerland for the long term.