According to the previous practice of the SFTA, the exemption from the issuance stamp duty for restructurings up to CHF 10 million according to Art. 6 para. 1 lit. k StG or the waiver of the issuance stamp duty according to Art. 12 StG was only granted if the capital contribution reserves created by the restructuring measures were compensated with losses in the balance sheet. The companies concerned therefore had to choose between saving the issuance stamp duty at the expense of capital contribution reserves that can be distributed free of withholding tax and the creation of such capital contribution reserves at the expense of the issuance stamp duty.
With its ruling A-5073/2020 of November 29, 2021, the Federal Administrative Court overrules this practice. There is no basis in the law to require the elimination of losses in the balance sheet for the granting of the restructuring exemption or waiver. Accordingly, such a loss elimination cannot be required. In the future, companies will therefore no longer have to choose between the issuance stamp duty and capital contribution reserves in the event of a restructuring. On the contrary, in restructuring cases, no issuance stamp duty is due even if the newly created reserves are not compensated with losses, but are accounted for in the balance sheet as capital contribution reserves and reported to the SFTA on Form 170.
The appeal in public law matters to the Federal Supreme Court is excluded against decisions on the waiver of taxes. Accordingly, this ruling can only be appealed insofar as it relates to the restructuring exemption of up to CHF 10 million according to Art. 6 para. 1 lit. k StG. The statements of the Federal Administrative Court regarding the issuance stamp duty waiver according to Art. 12 StG are therefore legally binding and the SFTA must adjust its practice accordingly.

Elimination of losses no longer needed for issuance stamp duty waiver

Corporate / M&A

Technology and Digital Economy

Financing and Investment Products

Homburger News

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On May 17, 2023, the Berlin-based insurtech wefox announced that it has secured a EUR 50 m revolving credit facility arranged by J.P. Morgan Securities plc and Barclays Bank PLC, following a USD 55 m second close in its Series D that was completed earlier this year at a USD 4.5 bn valuation with investments from existing and new investors, including Squarepoint Capital.
The new funding is earmarked to further strengthen wefox&#8217;s insurance and distribution business, which includes the recent launch of a global affinity business, and developing the technology platform.
Homburger AG advised wefox Holding AG as transaction counsel in the Series D extension funding round and as Swiss counsel in connection with the UK law-governed EUR 50 m revolving credit facility agreement. The Homburger team comprised Andreas Müller, Stefan Blunschi, Oriana Schöni and Fabio Anceschi (all Corporate / M&amp;A; Technology and Digital Economy), Jürg Frick and Nathalie Scherrer (both Financing and Investment Products), and Stefan Oesterhelt and Laetitia Fracheboud (both Tax).

Homburger advised wefox in connection with a EUR 50 m revolving credit facility agreement and its USD 55 m Series D extension funding round

IP / IT

Siegfried

Siegfried and DiNAQOR AG entered into an agreement relating to the acquisition by Siegfried of a 95% stake in DiNAQOR DiNAMIQS AG (DiNAMIQS), a Swiss-based biotechnology company focused on the development and manufacturing of viral vectors for cell and gene therapies. Siegfried will bring DiNAMIQS’ capabilities to commercial scale and establish DiNAMIQS as a best-in-class biotech CDMO for cell and gene therapies. Through this acquisition, Siegfried further expands its footprint in the biologics space and will create significant mid to long-term growth opportunities in a very dynamic market segment.
Homburger acted as counsel to Siegfried. The team included Karin Mattle and Oriana Schöni (both Corporate/M&amp;A), Gregor Bühler and Kristina Martinovic (both IP/IT) as well as Stefan Oesterhelt and Laetitia Fracheboud (both Tax). Daniel Hasler (Corporate/M&amp;A) advised on the transaction as client relationship partner.

Homburger advised Siegfried on its acquisition of a 95% stake in DiNAMIQS

Healthcare / Life Sciences

Noema Pharma

On March 7, 2023, Noema Pharma AG announced that it has successfully closed an oversubscribed Series B financing round, raising CHF 103 m (approx. USD 112 m) from new and existing investors. The round was co-led by the European healthcare focused investment firms Forbion and Jeito Capital. UPMC Enterprises and an additional new investor joined existing investors Sofinnova Partners, Polaris Partners, Gilde Healthcare and Invus to complete the round.
Noema Pharma is a clinical-stage biotech company targeting debilitating central nervous system (CNS) disorders characterized by imbalanced neuronal networks. The proceeds of the Series B financing will be used to advance Noema Pharma&#8217;s clinical-stage assets.
Homburger AG advises Noema Pharma AG as transaction counsel in this Series B financing round. The Homburger team comprised Andreas Müller, Margrit Marti, Timo Hasler, Thierry Burckhardt, Pepe Hünerwadel and Carolina Rodriguez (all Corporate / M&amp;A; Healthcare / Life Sciences), Luca Dal Molin (IP / IT; Healthcare / Life Sciences) as well as Stefan Oesterhelt and Laetitia Fracheboud (Tax).

Laetitia
Fracheboud

Homburger advised wefox in connection with a EUR 50 m revolving credit facility agreement and its USD 55 m Series D extension funding round

Homburger advised Siegfried on its acquisition of a 95% stake in DiNAMIQS

Homburger advises Noema Pharma AG on its USD 112 m Series B financing round

Elimination of losses no longer needed for issuance stamp duty waiver

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Homburger advised wefox in connection with a EUR 50 m revolving credit facility agreement and its USD 55 m Series D extension funding round

Homburger advised Siegfried on its acquisition of a 95% stake in DiNAMIQS

Homburger advises Noema Pharma AG on its USD 112 m Series B financing round

Elimination of losses no longer needed for issuance stamp duty waiver

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

Join the Team

Laetitia Fracheboud

Career

Languages

Teams

Laetitia
Fracheboud