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

Corporate / M&A

Financing

IP / IT

Fastned

Homburger News

Homburger advised Fastned B.V. on a green loan credit facility of initial EUR 100 m in committed capital with an additional EUR 100 m option

Homburger acted as Swiss counsel to Fastned Tico Holding I B.V., a direct subsidiary of Fastned B.V., in its capacity as borrower in connection with a Dutch law-governed EUR 100 m committed senior multicurrency term facility agreement with an additional EUR 100 m option with a European lending syndicate consisting of ABN AMRO Bank N.V., Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Invest-NL Capital N.V. and Coöperatieve Rabobank U.A. Fastned B.V. is a Europe-wide operator of electric fast-charging stations and listed at Euronext Amsterdam.
The Homburger team was led by Daniel Hasler (Corporate / M&amp;A) and included Jürg Frick (Financing), Jonas Stähli and Matthias Müller (both Corporate / M&amp;A), Stefan Oesterhelt, Reto Heuberger and Laetitia Fracheboud (all Tax) as well as Gregor Bühler (IP/IT).

Capital Markets

Competition

Financial Market Regulation

Homburger advises EQT on the sale of an additional 10% in Galderma to L’Oréal, reinforcing L’Oréal’s strategic investment in Galderma

On December 8, 2025, EQT announced the sale of an additional 10% stake in Galderma Group AG (SIX: GALD) by a consortium led by EQT, which includes Sunshine SwissCo GmbH (SSCO), Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as sellers) to L’Oréal S.A. for an undisclosed amount. Following the transaction, which is subject to customary regulatory approvals, L’Oréal’s total shareholding in Galderma will rise to 20%, building on its initial investment made in August 2024.
The EQT-led consortium and L’Oréal agreed to customary provisions for an investment of this type. The previously concluded shareholder undertaking between SSCO and L’Oréal will be dissolved effective upon completion of the transaction.
In connection with the increased investment, Galderma will consider nominating two non-independent board candidates from L’Oréal.
Homburger acted as transaction counsel to EQT. The team was led by Frank Gerhard and Margrit Marti, and comprised Carlo Sulser, Estelle Piccard, Jannis Zafeirakos and Viviane Egli (all Corporate / M&amp;A, Capital Markets), Stefan Oesterhelt and Laetitia Fracheboud (both Tax), Richard Stäuber and Giulia Meier (both Competition) as well as Micha Fankhauser (Financial Market Regulation).

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Homburger advised Neue Zürcher Zeitung on its sale of Zurich Film Festival and Frame Cinema

Neue Zürcher Zeitung (NZZ) announced the divestment of Zurich Film Festival (ZFF) as part of a management buyout in July 2025. After ten years of successful development under the umbrella of NZZ, ZFF was taken over by a new group of investors led by festival director Christian Jungen. Frame Cinema was sold to the Swiss cinema company Kinokoni. The collaboration between ZFF and Frame will continue.
The Homburger team was led by Anna Peter and included Simone Schmid (both Corporate / M&amp;A) as well as Laetitia Fracheboud (Tax).

Laetitia
Fracheboud

Homburger advised Fastned B.V. on a green loan credit facility of initial EUR 100 m in committed capital with an additional EUR 100 m option

Homburger advises EQT on the sale of an additional 10% in Galderma to L’Oréal, reinforcing L’Oréal’s strategic investment in Galderma

Homburger advised Neue Zürcher Zeitung on its sale of Zurich Film Festival and Frame Cinema

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland 2025

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

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Laetitia Fracheboud

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LaetitiaFracheboud

Homburger advised Fastned B.V. on a green loan credit facility of initial EUR 100 m in committed capital with an additional EUR 100 m option

Homburger advises EQT on the sale of an additional 10% in Galderma to L’Oréal, reinforcing L’Oréal’s strategic investment in Galderma

Homburger advised Neue Zürcher Zeitung on its sale of Zurich Film Festival and Frame Cinema

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland 2025

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

Join the Team

Laetitia Fracheboud

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Languages

Teams

Laetitia
Fracheboud