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

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Homburger News

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Homburger advised Temenos on the completion of the sale of its fund administration software business to Montagu Private Equity

On June 2, 2025, Temenos announced that it has completed the sale of Multifonds, its fund administration software business, to Montagu Private Equity.
The Homburger team was led by Dieter Gericke and Daniel Häusermann (both Corporate / M&amp;A) and included Nicola Togni, Romain Hondius, Thomas Romelli, Luca Ellenberger, Miriam Oelgarth and Myriam Amman-Jerdak (all Corporate / M&amp;A), Gregor Bühler, Philippe Baumann and Kristina Martinovic (all IP / IT), Stefan Oesterhelt, Laetitia Fracheboud and Juliette Buob (all Tax) as well as Richard Stäuber and Christoph Grüninger (both Competition).

Real Estate

Homburger advised Zurich Airport on the purchase of the Radisson Blu Building at Zurich Airport

Zurich Airport Ltd. announced on May 12, 2025, its acquisition of full ownership of the Radisson Blu Building at Zurich Airport from Al Maha Real Estate AG. The acquisition was executed through an early reversion of the building right for a purchase price of approximately CHF 155 m. This strategic transaction offers new development opportunities for Zurich Airport Ltd. within the central airport perimeter.
The Homburger team included Andreas Müller (Corporate / M&amp;A), Reto Heuberger and Laetitia Fracheboud (both Tax) as well as Olivier Bühlmann (Real Estate).

Employment and Executive Compensation

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IonQ, Inc., a leading commercial quantum computing and networking company, announced on May 6, 2025, the completion of its acquisition of a controlling stake in Geneva-based ID Quantique SA, a global leader in quantum-safe networking and quantum detection systems, from SK Telecom, the largest wireless telecommunications operator in South Korea. This strategic step strengthens IonQ&#8217;s leadership in end-to-end quantum solutions and expands its global footprint in secure communications. Homburger advised IonQ as Swiss counsel on the transactions.
The Homburger team included David Oser and Anna Peter (co-lead) (both Corporate / M&amp;A), Margrit Marti, Héloïse de Jamblinne, Thomas Romelli, Erik Habich and Leander Etter (all Corporate / M&amp;A), Joel Fink (IP / IT), Laetitia Fracheboud (Tax) and Jeremy Reichlin (Employment).

Laetitia
Fracheboud

Homburger advised Temenos on the completion of the sale of its fund administration software business to Montagu Private Equity

Homburger advised Zurich Airport on the purchase of the Radisson Blu Building at Zurich Airport

Homburger advised IonQ on the acquisition of a controlling stake in ID Quantique, a global leader in quantum safe networks

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

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Homburger advised Temenos on the completion of the sale of its fund administration software business to Montagu Private Equity

Homburger advised Zurich Airport on the purchase of the Radisson Blu Building at Zurich Airport

Homburger advised IonQ on the acquisition of a controlling stake in ID Quantique, a global leader in quantum safe networks

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

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Laetitia Fracheboud

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Laetitia
Fracheboud