According to the previous practice of the SFTA, the exemption from the issuance stamp duty for restructurings up to CHF 10 million according to Art. 6 para. 1 lit. k StG or the waiver of the issuance stamp duty according to Art. 12 StG was only granted if the capital contribution reserves created by the restructuring measures were compensated with losses in the balance sheet. The companies concerned therefore had to choose between saving the issuance stamp duty at the expense of capital contribution reserves that can be distributed free of withholding tax and the creation of such capital contribution reserves at the expense of the issuance stamp duty.
With its ruling A-5073/2020 of November 29, 2021, the Federal Administrative Court overrules this practice. There is no basis in the law to require the elimination of losses in the balance sheet for the granting of the restructuring exemption or waiver. Accordingly, such a loss elimination cannot be required. In the future, companies will therefore no longer have to choose between the issuance stamp duty and capital contribution reserves in the event of a restructuring. On the contrary, in restructuring cases, no issuance stamp duty is due even if the newly created reserves are not compensated with losses, but are accounted for in the balance sheet as capital contribution reserves and reported to the SFTA on Form 170.
The appeal in public law matters to the Federal Supreme Court is excluded against decisions on the waiver of taxes. Accordingly, this ruling can only be appealed insofar as it relates to the restructuring exemption of up to CHF 10 million according to Art. 6 para. 1 lit. k StG. The statements of the Federal Administrative Court regarding the issuance stamp duty waiver according to Art. 12 StG are therefore legally binding and the SFTA must adjust its practice accordingly.

Elimination of losses no longer needed for issuance stamp duty waiver

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Homburger News

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On October 16, 2024, Liberty Global Ltd. (NASDAQ: LBTYA, LBTYB and LBTYK) and Sunrise Communications AG (Sunrise) announced the key dates of the spin-off of Sunrise from Liberty Global. After the spin-off, Sunrise, which is Switzerland&#8217;s largest private telecommunications provider, will be an independent, separate publicly traded Swiss company.
As part of the spin-off, Liberty Global shareholders will receive Sunrise Class A shares and Sunrise Class B shares in the form of Sunrise Class A ADSs and Sunrise Class B ADSs. The Sunrise Class A shares will be listed on the SIX Swiss Exchange (SIX) and the Sunrise Class A ADSs will be listed on the Nasdaq Global Select Market (NASDAQ). The spin-off is subject to approval by Liberty Global&#8217;s shareholders. The first day of trading on the NASDAQ and the SIX is scheduled for November 13 and 15, 2024, respectively.
Homburger AG acts as Swiss counsel to Liberty Global and Sunrise. The Homburger team is led by Daniel Daeniker and Daniel (Danny) Häusermann and includes, among others, Carlo Sulser, Patrick Schmidt, Michael Lüchinger, Marilena Balthasar, Felix Beltle and Paula Delissen (all Corporate / M&amp;A, Capital Markets), Stefan Oesterhelt, Laetitia Fracheboud, Juliette Buob and Tanja Niederer (all Tax), Andreas Müller, Jeremy Reichlin and Daniel Bötticher (all Employment and Executive Compensation), Richard Stäuber and Christoph Grüninger (all Competition, Regulatory), Gabriel Kasper (IP / IT), Sarah Fasel (Financing and Investment Products) and Daniel Junginger (Real Estate).

Homburger advises Liberty Global and Sunrise on the Spin-off and Listing of Sunrise on the SIX and NASDAQ

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On June 28, 2024, wefox Holding AG announced that it has secured EUR 25 m in fresh capital to support the ongoing restructuring efforts with further capital being realized through the continued sale of non-core assets.
Homburger AG advises wefox Holding AG on its financing transactions and restructuring efforts. The Homburger team comprises Andreas Müller, Oriana Schöni, Oliver Kneubühl and Norina Tröhler (all Corporate / M&amp;A; Technology and Digital Economy), Stefan Kramer and Marco Rostetter (both Restructuring), Jürg Frick, Stefan Bindschedler and Nathalie Scherrer (all Financing and Investment Products), Stefan Oesterhelt, Juliette Buob and Laetitia Fracheboud (all Tax), and Angela Casey (Employment and Executive Compensation).

Homburger advised wefox in connection with its financing and restructuring efforts

Dali Discount AG_web_640x140

Swiss-based DALI DISCOUNT AG, a leading hard discounter in Southeast Asia, has received multiple equity financings as part of its Series C financing round and its previous financing round from Navegar, Creador, Venturi Partners, the Asian Development Bank, DEG – Deutsche Investitions- und Entwicklungsgesellschaft and other institutional investors.
DALI DISCOUNT operates the first and fastest-growing hard discounter in Southeast Asia and provides quality everyday goods at low prices in its stores.
The Homburger team comprises Andreas Müller, Oliver Kneubühl, Carlo Sulser, Oriana Schöni and Carolina Rodriguez (all Corporate / M&amp;A) and Stefan Oesterhelt and Laetitia Fracheboud (both Tax).

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

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Homburger advises Liberty Global and Sunrise on the Spin-off and Listing of Sunrise on the SIX and NASDAQ

Homburger advised wefox in connection with its financing and restructuring efforts

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland

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Homburger advises Liberty Global and Sunrise on the Spin-off and Listing of Sunrise on the SIX and NASDAQ

Homburger advised wefox in connection with its financing and restructuring efforts

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

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Laetitia Fracheboud

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