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.