Contribution in kind (Switzerland)

Under Swiss law (CO art. 634), a contribution in kind upon incorporation or capital increase of a Swiss SA requires specific documentation: a notarised deed, a founding report and an audit certification. The contributed assets must be valued at fair market value by a qualified expert, with the valuation methodology documented and defensible. For tax purposes, the contribution must meet Swiss neutrality conditions — particularly regarding the 20% minimum holding requirement and the 5-year retention period — to avoid immediate taxation of any embedded gain at the time of contribution.

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Example: a holding company receives a manufacturing subsidiary (fair value CHF 5.5 million) as a contribution in kind. The appointed expert prepares a valuation report under CO requirements, using DCF and comparable transaction methods. The report, filed with the commercial register and reviewed by the statutory auditor, certifies the CHF 5.5 million fair value as the basis for share issuance to the contributing shareholder.

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Hectelion prepares expert valuation reports for contributions in kind under Swiss CO requirements, providing documentation defensible before the commercial register and tax authorities.