For the sale of a legal entity, the transfer of ownership rights (share deal) is generally recommended, as this will allow the seller to realise a tax-exempt capital gain on the sale – provided the associated sales agreement is structured and designed correctly. In order to avoid unpleasant surprises, the structuring of the sales agreement should always take into account the seller’s current tax situation. If the correct approach is taken, the purchaser might also be able to enjoy certain tax benefits.
In general, sole proprietorships and partnerships can only be transferred to a new owner or owners via asset deals. However, in order to benefit from the tax advantages offered by share deals, it could make sense to transform a sole proprietorship or partnership into a legal entity prior to the sale. Consideration should be given to the fact that shares in such a company cannot be sold tax-free until five years after the change made to the company’s legal form. In other words, such a sale should be planes well in advance.
A large majority of the Swiss cantons do not impose a gift tax or inheritance tax if ownership of a company is transferred via an advance on inheritance or as a gift to an heir. In exceptional cases, an inheritance tax may be levied on the municipal level. It is therefore advisable to check the tax regulations in the respective canton in advance.
Our tax experts will be happy to review your tax situation in order to create business-transfer structures that can offer you the most benefits in terms of taxes. In many cases, a binding preliminary inquiry is submitted to the responsible cantonal or federal tax authorities in order to achieve clarity and planning security. It goes without saying that we have the necessary practical experience in tax structuring in all Swiss cantons, and we will be happy to put this experience to work for you in any Swiss canton, or on the federal level.