Federal Tax Administration – Communications on Tax Practices 2024–2026

Executive Summary

The Federal Tax Administration (FTA) has published several communications on current tax practices between 2021 and 2026. The most important current communication concerns the stamp duty on employee share plans, in which the FTA documents an adjustment of its administrative practice following a Federal Court judgment. Other communications regulate withholding tax, supplementary tax (minimum taxation), convertible bonds, and income tax. The practices are considered binding guidelines for taxpayers and authorities.

Persons

• Federal Tax Administration (FTA)

Topics

• Stamp duty (transfer duty)
• Employee share plans (Performance Share Units, Restricted Share Units)
• Supplementary tax and minimum taxation
• Withholding tax
• Income tax
• Convertible bonds and convertible loans
• International tax standards (OECD GloBE model rules)

Clarus Lead

The Federal Tax Administration has published ten official communications between summer 2021 and February 2026 to clarify its tax administration practice. The most comprehensive current communication from 5 February 2026 addresses the taxation of employee share plans and documents an adjustment to Federal Court practice. These communications are legally binding and govern concrete circumstances for companies, investors, and tax authorities nationwide. The collection shows that the FTA continuously adapts its interpretations to create legal certainty in complex tax matters.

Clarus Performance

• Clarus Research: The communications presented are official administrative documents of the FTA. They document adjustments to Federal Court decisions and international tax standards (in particular OECD GloBE model rules for minimum taxation of large corporate groups).

• Classification: The communications address different stakeholders: companies with employee share plans benefit from clarity on tax treatment (e.g., no stamp duty on free transfer of shares); multinational groups must implement new supplementary tax rules; fund managers must follow new liquidation reporting procedures. Potential risks arise from adjustments to previous practices, which may result in back tax claims if circumstances are reassessed retroactively.

• Consequence: Companies and intermediaries should review their tax documentation and, if necessary, apply for tax rulings. The communications partially replace older administrative practice, so a compliance review is appropriate – particularly for employee share plans (valid from 25 November 2024) and supplementary tax matters (from 18 December 2023).

Detailed Summary

Stamp Duty on Employee Share Plans (Communication-029-S-2026)

The Federal Court has clarified in judgments 9C_168/2023 and 9C_176/2023 that for Performance Share Units (PSU) and Restricted Share Units (RSU), the free transfer of shares upon vesting does not trigger stamp duty. The FTA has adjusted its administrative practice accordingly.

Specifically, the FTA distinguishes six case categories:

1. PSU/RSU Plans: No stamp duty, as share transfer is free of charge.
2. Discounted Share Plans: Stamp duty applies only to the amount actually paid; the benefit (difference between market value and purchase price) is employment income and is not subject to stamp duty.
3. Free Shares: No stamp duty (free transfer).
4. Options (Call Options): Options themselves are not taxable; their exercise to acquire shares triggers stamp duty on the exercise price, not on the realized benefit.
5. Partial Compensation in Shares: Stamp duty applies to the agreed value of the shares.
6. Primary Market Transactions: New shares are not subject to stamp duty if they meet the exemptions under Article 14(1) of the Stamp Duty Act.

The adjustments apply from 25 November 2024 (publication date of the Federal Court judgment).: 05.02.2026

Stamp Duty – Recognized Data Suppliers (Communication-028-S-2025)

Refinitiv SA has abandoned its status as a recognized data supplier for the classification of taxable securities as of 1 January 2026. This leaves only SIX Financial Information AG as the FTA-recognized data supplier for stamp duty purposes. Securities dealers required to self-assess must henceforth either classify themselves or rely on SIX data.

Supplementary Tax – International Regulations

The FTA has published three detailed communications on supplementary tax (minimum taxation of large corporate groups):

• Communication-027-E-2025: Chapter 2.6 of the OECD Administrative Guidance from 18 December 2023 on hybrid arrangement schemes is applicable in Switzerland from 18 December 2023.
• Communication-026-E-2025: Residual taxes (non-creditable withholding taxes) on distributions from qualifying participations are treated as follows in Swiss supplementary tax: outbound scenarios (distributions from Swiss business units) allow credit for residual taxes; inbound scenarios (distributions from foreign business units) recognize residual taxes at the foreign business unit.
• Communication-023-E-2025: Permanent establishments of foreign enterprises qualify as business units under the GloBE model rules but are subject to tax liability of the parent company (not the permanent establishment itself) under Swiss law. Liability and procedural obligations fall to the foreign parent company.

Income Tax – Life Annuity Insurance and Convertible Bonds

Life Annuity Insurance (Communication-025-DVS-2025): As of 1 January 2025, the determination of the taxable income portion is more flexible. For foreign life annuity insurance and annuity/pension contracts, a formula is applied (annualized yield on ten-year federal bonds + 0.5 percentage points over 10 years). For 2024 and the nine preceding years, this portion is approximately 7%.

Convertible Bonds and Convertible Loans (Communication-024-DVS-2025): The FTA clarifies the calculation of the maximum permissible conversion discount. Instead of a flat 15% conversion premium, the actual fair value of the conversion right at the time of issuance/grant shall be used. The maximum permissible discount remains 33⅓%. This practice applies from 1 May 2025 for rulings.

Treasury Shares and Capital Reduction (Communication-022-DVS-2024)

The Federal Court decided in judgment 9C_135/2023 that the repurchase of treasury shares is treated as capital reduction for tax purposes. The FTA adjusts accordingly: gains/losses from re-issuance of treasury shares must be credited directly to equity; if the proceeds are recognized through income for accounting purposes, they must be corrected for tax purposes.

Stamp Duty – Brokerage within a Group (Communication-021-S-2024)

Pure group-internal brokerage activity (management companies that only act for group companies) is not subject to stamp duty because it lacks the character of a business. Holding companies that engage independent investment banks for transactions also do not create stamp duty liability (neither agency nor brokerage services).

Withholding Tax – Capital Contributions and Refund

Communication-020-DVS-2024: Changes to reserves from capital contributions (KER) must be submitted with approved financial statements, bank statement, general meeting resolution, and documentation on Form 170. Listed companies must note this.

Communication-019-V-2022: The limitation period for withholding tax refund claims is 5 years (relative limitation), begins with the arising of the claim, and is interrupted by actions of the claimant – not by actions of the FTA.

Fund Liquidations (Communication-016-V-2021)

Fund liquidations are henceforth reported to: fondsliquidationen.dvs(at)estv.admin.ch. After review, the FTA issues the liquidation confirmation, upon which the fund management can make the final payment.

QR Invoices (Communication-018-I-2022)

Since 1 October 2022, only QR invoices are accepted as a payment method; orange and red payment slips are no longer processed.

Key Messages

• Employee Share Plans: Free share transfers (PSU/RSU, free shares) and option exercises are subject to new, clearer tax rules as of 25 November 2024.
• Data Supplier Change: From 1 January 2026, only SIX Financial Information AG is officially recognized; Refinitiv SA is discontinued.
• Supplementary Tax: Switzerland adapts to OECD GloBE model rules; residual taxes are treated differently (outbound vs. inbound).
• Conversion Discount: Now individualized calculation instead of flat conversion premium (from 1 May 2025).
• Capital Reduction: Repurchase of treasury shares is now treated as partial liquidation for tax purposes, not as profit.
• Group Brokerage: Pure group-internal brokerage is not subject to stamp duty.
• Withholding Tax Limitation: 5-year period, interrupted only by actions of the claimant.
• Fund Liquidations: New email handling since 2021.

Stakeholders & Affected Parties

Opportunities & Risks