
A way through which investors can
open a company in Switzerland is by registering a
special purpose vehicle (SPV), which is generally used for
securitisation purposes. The
securitisation market in Switzerland is increasing, as well as the overall number of transactions in the field. The
SPVs in Switzerland are also registered for other categories of assets, such as receivables and loans.
Our team of specialists in company formation in Switzerland can offer assistance on the legal aspects referring to the
incorporation of a SPV company in this country, as well as on the taxation regime applicable to this entity.
SPVs legislation in Switzerland
At the moment, the
Swiss market for SPVs is not following a specific legislation created to regulate this vehicle. However, investors interested in
opening a Swiss company must know that there are several rules of law for the
SPVs registered here, as follows:
• the Swiss Code of Obligations;
• regulations applicable to capital markets.
The entity is controlled by the next institutions:
• SIX Swiss Exchange;
• Swiss Financial Market Supervisory Authority.
Starting with 1st of January 2016, the Swiss authorities have imposed a new regulation – The Financial Market Infrastructure Act, enacted to establish a more standardized business environment, aligned with the European consensus. In this sense, we mention the Directive 2014/65/EU and the Directive 2003/71/EC.
Legal forms of a Swiss SPV
• joint stock corporation;
Taxation applicable to Swiss SPVs
The
transfer of receivables through a
Swiss SPV is not liable to paying the
transfer taxes. Generally speaking, the transfer is not imposed with a
Value Added Tax. However, the
interest payments which are performed by a
Swiss SPV are imposed with a
withholding tax applicable at the rate of 35%.
Also, the Swiss SPV is imposed with a capital gains tax, but it is important to know that the local authorities can deduct the expenses of a special purpose company.