Stamp Duties - Part 3: Issuance Duties

Emission duties form the third category of stamp duties. They are due when legal entities raise capital. In this final post, Findea explains under which circumstances emission duties are due and what exceptions exist.

Requirements for emission duties

‍The subject of the emission duty, according to Art. 5 of the Federal Act on Stamp Duties (StG), includes the establishment and increase of participation rights in legal entities. This includes, among others, shares in stock corporations or partnership limited by shares, equity shares in GmbHs or cooperative certificates in cooperatives. In all these legal entities, furthermore, profit-sharing certificates and participation certificates are subject to the emission duty. It is irrelevant whether the issuance or increase is for consideration or free of charge.

‍Exceptions

‍The cases in which no emission duty is owed are recorded in Art. 6 StG. One such exception occurs, for example, when the company has no commercial purpose and serves a charitable purpose. Furthermore, no emission duty is due when the total contribution of the shareholders does not exceed one million Swiss Francs. Another example of an important exception is the restructuring of the company. If participation rights are issued or increased in connection with a restructuring of the company (e.g., in case of merger, division or transformation), no emission duty must be paid.

‍Assessment

‍The emission duty amounts to 1% of the participation rights. Generally, the assessment is based on the consideration received by the legal entity. However, if the participation rights are sold for free or below value, then the determination reverts to the nominal value. This represents the minimum basis for assessment.

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