If a foreign company relocates its registered office to Switzerland, the issuance stamp duty is levied on the net asset value of the company at the time of its entry into the Swiss commercial register, parallel to the creation of participation rights pursuant to art. 5 of the Federal Law on Stamp Duty as part of a new formation or capital increase.
Auditing the relocation of a company
Pursuant to art. 161 and 162 of the Federal Private International Law Act (PILA), foreign companies can relocate their registered office to Switzerland and Swiss companies can move their registered office abroad.
If a stock company relocates its registered office to Switzerland, a licensed audit expert has to examine if the reported share capital of the company is covered and if the relocation of the registered office is taking place in accordance with the legal regulations.
When a stock corporation relocates its registered office from Switzerland to abroad, a licensed audit expert has to examine if, pursuant to art. 127 para. 1 lit. b of the Commercial Register Ordinance (HRegV), the receivables of the creditors are secured or fulfilled within the meaning of art. 46 Swiss Merger Act, and whether the creditors agree with the deletion of the company in the commercial register.
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Project Lead
Daniel Carotta
+41 44 533 76 00
PRÜFAG Wirtschaftsprüfung AG - Badenerstrasse 144 - 8004 Zürich - Phone +41 44 533 76 00 - info@pruefag.ch
PRÜFAG Lohnbuchkontrollen AG - Badenerstrasse 144 - 8004 Zürich - Phone +41 44 533 76 00 - info@pruefag.ch
IAPA is a global association of independent accountancy and business advisory firms that aims to support its members in providing their clients with a diverse range of professional, comprehensive and cost-effective business solutions, regardless of sector or location, to realise their international objectives. IAPA has over 200 member firms in some 70 countries and ranks amongst the top 25 global accounting organisations whose membership annual turnover is over 1 billion US$.
