Tax transposition (Transponierung, Switzerland)

Tax transposition (Transponierung) arises when an investor transfers their startup shares to their own investment company, which they control to the extent of at least 50%. Swiss law then requires the sale to be carried out at the shares' nominal value, failing which the difference between the actual sale price and that nominal value is requalified as taxable income.

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This mechanism is the exact Swiss counterpart to the French apport-cession under article 150-0 B ter: in both countries, the legislature constrains the transfer of shares by a shareholder to a structure they themselves control, to prevent a mere bookkeeping exercise between related parties from artificially wiping out a capital gain. The book explicitly recommends consulting a tax advisor before any such transaction.

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A further threshold applies beyond CHF 10,000,000 of securities on the investment company's balance sheet: the company is then automatically classified as a securities dealer, subject to Securities transfer tax (Umsatzabgabe) at 0.15% on Swiss securities and 0.30% on foreign securities under the example cited for 2021.

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For a Swiss investor or family office structuring their own investment holding, anticipating this CHF 10,000,000 threshold is a wealth-structuring matter in its own right, detailed in our article on creating a holding company in Switzerland.