A shareholder loan (Aktionärsdarlehen) is a loan granted by a shareholder to their own company, typically remunerated at an interest rate and repayable according to contractually defined terms. It constitutes an alternative or complement to equity for financing a company's needs, offering greater repayment flexibility than a capital increase while allowing the shareholder to receive interest that is tax-deductible for the company.

In Switzerland, the applicable interest rate on shareholder loans is governed by annual AFC circulars setting admissible rates by fund nature. A rate below the admissible minimum is treated as a hidden profit distribution; a rate above is considered non-arm's length and rejected. Shareholder loans fall within the scope of AFC thin capitalisation rules — if total related-party debt exceeds admissible limits relative to assets, interest on the excess is not tax-deductible.

In business transfers, shareholder loans are frequently used as bridge financing — in OBOs or intra-group restructurings — pending implementation of permanent bank financing. They can also fund the equalisation payment in a gift-sharing arrangement or balance inheritance rights between heirs.

Example: a majority shareholder lends CHF 500,000 to their Vaud SA to fund a growth investment, at the AFC rate of 1.5% (loan from own equity). Annual interest: CHF 7,500 — deductible from the company's taxable profit. The loan is repaid over 3 years. Tax treatment: interest received is taxed as ordinary income for the individual shareholder.

At Hectelion, we analyse shareholder loans in our Franco-Swiss due diligences and advise on their structuring in business transfer and intra-group financing transactions.