Corporate restructuring: What could change regarding Swiss issuance stamp duty? The Swiss Confederation is proposing to simplify the exemption from issuance stamp duty in the event of corporate restructuring by removing the current CHF 10 million limit. This is a legislative proposal and must not be regarded as a measure already in force.

Background: A proposal to simplify corporate restructuring

On 19 June 2026, the Federal Council opened a consultation on several legislative amendments aimed at reducing the administrative burden on businesses and strengthening the competitiveness of Switzerland as a business location.

Among the proposed measures is an amendment to the Federal Act on Stamp Duties (Stamp Duty Act), intended to simplify the treatment of issuance stamp duty in the event of corporate restructuring.

The consultation on the legislative amendment was open until 12 October 2026. The measure discussed in this article is a proposal and must therefore not be interpreted as an amendment that has already been adopted or entered into force.

What is issuance stamp duty?

Issuance stamp duty is a federal tax that may be payable, in particular, when companies limited by shares or other companies subject to the relevant rules are established or increase their equity capital, in accordance with Swiss legislation.

In certain restructuring situations, current law provides for an exemption for specific shareholder contributions intended to offset losses. At present, this exemption mechanism is subject to a CHF 10 million limit; obtaining a waiver of the duty may require a separate application.

These rules can be particularly relevant when a company needs additional shareholder contributions to strengthen its equity and address a challenging financial situation.

What is the Federal Council proposing?

The proposal aims to simplify the exemption from issuance stamp duty in the event of restructuring by introducing a specific provision into the law.

In particular, the proposed amendments provide for:

• Removal of the CHF 10 million limit currently applicable to contributions eligible for the exemption.
• A simpler procedure, allowing companies to benefit from the exemption without having to submit an application for a waiver of the duty.
• A reduction in administrative and tax-related burdens for companies undergoing restructuring.

According to estimates published by the Federal Department of Finance, the potential administrative and tax relief for the companies concerned could amount to a total of up to CHF 10 million per year. This is an estimate of the expected effects of the proposal, not a guaranteed saving for each individual company.

What could the benefits be for businesses?

If adopted in the proposed form, the simplification could benefit companies that need shareholder contributions to overcome financial difficulties.

Potential benefits include:

• Greater flexibility in restructuring measures, including where contributions exceed CHF 10 million.
• Fewer administrative requirements, by removing the need to submit an application for a waiver within the scope of the proposed rules.
• Greater predictability in financial planning, thanks to a potentially simpler framework for assessing shareholder contributions.

The actual impact will nevertheless depend on the final wording of the legislation, the conditions ultimately established and the specific circumstances of each company.

What should SMEs consider?

Regardless of the outcome of the proposal, a restructuring operation requires careful analysis from both a financial and a tax perspective.

Before proceeding with new shareholder contributions, companies should in particular assess:

• the company’s financial position and equity structure;
• the nature and intended purpose of the proposed contributions;
• the conditions for any exemption from issuance stamp duty under the applicable law;
• the potential tax and accounting consequences of the transaction;
• the required documentation and procedures to be followed.

Decisions should not be based solely on a legislative amendment that is still at the consultation stage. Restructuring measures must be planned in accordance with the provisions actually applicable at the time of the transaction.

The role of tax planning

Restructuring is not simply a matter of securing additional financial resources. It requires a coordinated assessment of the company’s equity structure, liquidity needs, shareholder contributions and the related tax implications.

Timely planning helps identify the available options, verify the applicable requirements and assess the effects of different alternatives before decisions are made.

In this context, monitoring legislative proposals can help businesses understand what opportunities may arise, without anticipating the effects of measures that have not yet entered into force.

How Fidav SA can support you

Fidav supports businesses in assessing tax, accounting and corporate matters, taking into account their specific circumstances and the applicable legal framework.

In the context of corporate restructuring, a preliminary assessment can help review the structure of the transaction, identify relevant tax considerations and plan the necessary measures in line with the company’s objectives.

For further information: info@fidav.ch