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Barbara Brauchli Rohrer Partner Tax & Legal PricewaterhouseCoopers AG, Zürich
Barbara Brauchli Rohrer
INDEX OF CONTENTS
CONTENTS 1 INTRODUCTION „TAX AND CORPORATE FINANCE“ 1.1 IMPORTANCE OF TAX MANAGEMENT IN CORPORATE MANAGEMENT 1.2 CORRELATION TAX RATE – ENTERPRISE VALUE 1.2.1 Tax as Value Driver 1.3 OBJECTIVES OF TAX MANAGEMENT 1.4 IMPORTANCE OF TAX MANAGEMENT FOR CORPORATE PHILOSOPHY 1.5 TAX MANAGEMENT PLANNING AREAS 1.5.1 Considerations on structural planning 1.5.2 Planning business activities 2 STRATEGIC TAX PLANNING 2.1 PRINCIPLES OF TAX PLANNING 2.1.1 Definition and objective of international tax Planning
188.8.131.52 184.108.40.206 220.127.116.11 18.104.22.168 Definition of international tax planning Generally valid principles? Objectives of international tax planning Individual aspects of international tax planning
Tax Planning in respect of the group structure (organisation planning)
Tax planning in Switzerland Structural planning abroad Structural planning in high tax countries Use of third party countries for structure Country and regional holding
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22.214.171.124.1 126.96.36.199.2 188.8.131.52.3
Tax Planning Concerning Conditions for the Exchange of Contributions (Process Planning)
General comments on transfer pricing design Principles Methods of price determination according to OECD reports Relationship between legal structure – structure of the exchange of contributions Movement of goods Financing Intellectual property rights Group services; group management costs Which services are chargeable, which not? By which company should group services be rendered? Treatment of permanent establishments
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184.108.40.206.1 220.127.116.11.2 18.104.22.168.3 22.214.171.124 126.96.36.199.1 188.8.131.52.2 184.108.40.206.3 220.127.116.11.4 18.104.22.168.5 22.214.171.124.6 126.96.36.199.7
Group transfer pricing policy matters worthy of note
Barbara Brauchli Rohrer
1.21 .26 .2 2.4.1 2.19 .21 .1 2.23 .8 Criteria for choice of location for a group company in a low tax country Countermeasures of the countries involved Possibilities of using low tax countries and offshore countries by Swiss business groups Countermeasures of the Swiss tax authorities Commissionaire structures as opportunity for improving value creation and exploiting tax advantages The commissionaire structure Market conform control Value creation by coordination and monitoring Privileged tax status 2.3 2.20 .1 4.1.2 2.1 2.4.1 2.2 188.8.131.52 2.17 .4 3 4 LITERATURE (CONSULTED AND FOR FURTHER READING) TAX LINKS 184.108.40.206.4.1.15 .21 .3 2.1.4 2.1.20 .4 2.5 2.5.17 .8.5 220.127.116.11.1.4 18.104.22.168.22.214.171.124 .126.96.36.199.20 .26 .4.5.17 .15 .3 Objectives of using low tax countries for companies with international operations Legitimate uses / functions / tasks of group companies in low tax countries Uses in general Uses/functions/tasks in detail General Main tax criteria affecting choice of location Main non-tax criteria affecting choice of location General Countermeasures of selected countries of residence of top group companies General Possibilities and plausibility Permanent establishments or domicile fiction Tax evasion Non-recognition of expense Ignoring intermediate company (see through) Withholding tax 2.4.22 - 2.18 .1.3 2.15 .1.4.1 Low tax countries and Offshore coutries Definition and types Definition Types .2 2.7.2 188.8.131.52.1.4.20 .7.2 184.108.40.206.INDEX OF CONTENTS 2.16 .220.127.116.11 .1.1.6 2.1.16 .7 18.104.22.168.4.1 22.214.171.124 126.96.36.199.26 - Barbara Brauchli Rohrer .1.1.1 2.7.26 .14 .17 .1.20 .14 .19 .188.8.131.52 MOST IMPORTANT LINKS FOR CURRENT ARTICLES IMPORTANT LINKS TO TAX AUTHORITIES IMPORTANT LINKS FOR LEGAL TEXTS .2 184.108.40.206.220.127.116.11 .4.4.19 .4.1.21 .16 .2 2.
Secondly corporate competition is continually accentuated in view of the ever changing general conditions (internationalisation. Tax effect of the debt interest. This is directly dependent on the amount of the expected future free cash-flow2. 1 2 Cp. A primary influence is effective through free cashflows after taxes. The free cash-flow is represented by the cash-flow less periodically necessary replacement and expansion investments. including the changes in operational net current assets. globalisation. In addition the intensified global location competition and current and expected national and international tax harmonisation – in order to reduce tax competition among states. both the free cash-flow after tax (FCFt) and a tax adjusted cost of capital (WACCs) are assumed. pp. 13ff. new information technologies).2 CORRELATION TAX RATE – ENTERPRISE VALUE1 Following the Shareholder Value concept. A secondary effect is given by the tax adjustment of the cost of capital. This takes into account not only the ratio of the capital costs of equity and debt. escalating government social security expenditure and finally of a rather unfortunate budgetary policy. The enterprise value is calculated as the sum of the present values of the free cash-flows after tax (Entity Approach): Aggregate value = of the company FCFt (1 + WACCs)t (WACCs = Weighted Average Cost of Capital → cost of capital Equity/Debt weighted and tax adjusted) The effect of taxes is therefore taken into account twice. 1. In order to calculate the aggregate value of the company using the DCF method and taking the taxes into consideration. the paramount financial objective of a modern corporate management lies in increasing the enterprise value. As a consequence it would be a serious error to expect that the existing tax conditions will also continue to prevail in the future. 3 Barbara Brauchli Rohrer -3- . The effect taxes have on this value increase is demonstrated by the calculation of the enterprise value using the tax adjusted DCF method (Discounted Cash-Flow method).1 INTRODUCTION „TAX AND CORPORATE FINANCE“ IMPORTANCE OF TAX MANAGEMENT IN CORPORATE MANAGEMENT Taxes and tax management have become increasingly important both from a microeconomic and a macroeconomic aspect. VOLKART.INTRODUCTION TAX AND CORPORATE FINANCE 1 1. but also the impact on the debt and debt interest as so-called „Tax Shield“3. Firstly as a result of a growing public spending ratio. Corporate policy and internal tax policy must in future grasp the challenge and increasingly look for alternatives and scenarios. intra-state regions (such as cantons or federal states) and communes – result in ever narrowing opportunities for designing tax frameworks.
in particular corporate income taxes. The impact.g. Barbara Brauchli Rohrer -4- . which tax planning can have on a company’s profit. the role. valuation processes. 55f.INTRODUCTION TAX AND CORPORATE FINANCE The value of the equity. is the result of the aggregate value less the debt (market value of the debt): Shareholder Value = Aggregate value of the company – market value of the debt If this concept is considered more closely. But not only the amount of the operating cashflow is important for the tax expense of a company. Based on this list therefore taxes represent a real value driver.2. play in determining the enterprise value becomes clear.1 TAX AS VALUE DRIVER Rappaports4 value concept numbers: Value growth duration Sales growth Operating profit margin Income tax rate Working capital investment Fixed capital investment Cost of capital among the most important factors impacting value creation (value drivers) in a company. pp. can be seen from the following simple example: 4 RAPPAPORT. which by implementing a properly designed planning can contribute optimally to increasing the enterprise value or shareholder value. Other factors (e. debt interest) must also be considered. 1. which is central to the Shareholder Value concept. which inter alia taxes.
6%) 32% (5% of revenues) 32% After tax planning Revenues EBT Taxes NOPAT NOPAT 250 Mio. + 1.) 10. A company’s tax structure must be systematic and consistent in itself. even if not the most important.5 Mio.7 Mio. (17. because it is becoming ever more difficult to recognise scope for tax creativity and at the same time to retain room for flexibility. which in the comparison (without tax planning) is achieved only by increasing revenues by 17. increased efforts. as already mentioned. This can be achieved only.) 10.3 OBJECTIVES OF TAX MANAGEMENT The declared objective of medium term and long term tax planning and optimisation is to make a significant contribution to the company’s success and support value oriented corporate management. The latter entails. component of strategic corporate planning. Tax planning means in this sense optimising.INTRODUCTION TAX AND CORPORATE FINANCE Prior to tax planning: Revenues EBT Taxes NOPAT 250 Mio. 12. Barbara Brauchli Rohrer -5- .g. 1. a profit increase is achieved. The aim is to determine a group tax rate that is as optimal as possible and to plan. cantons) and the group’s overall tax burden. Tax burden .0 Mio. + 1.7 Mio.) 8. Of crucial significance for success is that the tax structures are kept as simple as possible and are understood right up to the front line.5 Mio. Without tax planning Revenues EBT 20% Taxes NOPAT NOPAT Revenues 294 Mio. (2.5 Mio. + 44 Mio. although it is one. realise and finally to maintain in the long term all measures necessary to achieve this target. not eliminating.0 Mio. regions e. 14.6%! 1.5 Mio. if the component (value driver) taxes is managed pro-actively.5 Mio. by implementing appropriate tax planning.4 IMPORTANCE OF TAX MANAGEMENT FOR CORPORATE PHILOSOPHY In the context of corporate activity rather little significance continues to be attached to tax planning. (4. 12.5 Mio. ultimately the tax burden of every single shareholder must be optimised.12% In the above example. (4.0 Mio. taxes. In addition to planning tax costs in individual locations (countries.
intellectual property rights and value added tax. transfer pricing problems. Barbara Brauchli Rohrer -6- . 1. cross-border structures.5 TAX MANAGEMENT PLANNING AREAS Modern tax planning covers primarily the areas of corporate structure and business activities. in high tax and low tax countries.INTRODUCTION TAX AND CORPORATE FINANCE 1.1 CONSIDERATIONS ON STRUCTURAL PLANNING Structural planning deals with questions of a company’s locations and legal forms at home and abroad. but this topic will here not be treated further. considerations for dealing with group-wide services. In addition as a rule the component employee profit participation is also included in corporate tax planning. financing matters.5. holding structures etc. 1.5.2 PLANNING BUSINESS ACTIVITIES Planning of business activities covers questions of profit allocation.
2 Generally valid principles? The question arises whether there are generally valid international tax planning principles for a Swiss group.1.1. market based. This is also valid for public companies.1. mean: stapled stock with offshore company. The group organisation and the design of the business activities must continually be reviewed from a tax viewpoint and adapted in their form to changing conditions. c) the tax costs are in principle optimised up to the ultimate shareholder.g. stock exchange listing of a sub-group in a source tax friendlier country (Euro-Equity). Tax planning is a group management task. which is embedded in the entire industrial and financial corporate activity. Tax planning "after the facts" is unsatisfactory. that: a) the tax cost of the business activity in the individual countries is realised at a pre-defined level. This means e. Barbara Brauchli Rohrer -7- . A patchwork related to individual cases is dangerous. 2. avoiding losses that cannot be consolidated for tax purposes.1.g. tax planning in a group must represent a strategic component that must be taken into account from the outset.g. 2. b) the group’s overall tax costs remain in the range aimed for. d) tax flexibility is not compromised. careful planning of business activities in high tax countries. Tax planning is an unending task. which are justifiable in their totality. but with its status within group management and its basic alignment.STRATEGIC TAX PLANNING 2 2.1. From this are derived the following principles: The tax conditions surrounding corporate activity are not the main factor affecting decisions at group level. legal and corporate philosophical considerations can lead to decisions different from those that would have been taken on tax optimisation considerations.1 2.1 STRATEGIC TAX PLANNING PRINCIPLES OF TAX PLANNING DEFINITION AND OBJECTIVE OF INTERNATIONAL TAX PLANNING Definition of international tax planning 2. It can e. Such principles do not necessarily have anything to do with tax planning in detail. Tax planning must obviously not be a task.1. which is detached from the group’s strategic and operating objectives. systematic corporate structures and processes. On the other hand.3 Objectives of international tax planning The group organisation and the business relationships within the group and with third parties must be structured under tax aspects. Political.1.1 International tax planning means structuring and continually adapting the various legal and business relationships within a group from the aspect of domestic and cross-border tax consequences for the individual group companies and the group as a whole. because it cannot be defended against attacks from tax authorities. These adaptations should not be complicated or became impossible by the fact that the tax costs of adaptation are too high. Tax planning must result in consistent. This requires e.
g. Tax planning in the area of financial corporate management can be more complex. pure holding in Switzerland Holding in Switzerland as top group company or as sub-holding Pros and cons of the pure holding: Pros: Tax exemption at cantonal level for non-dividend income (e.1. The Swiss tax structure must be just as “right” as the one abroad. intercompany and external TAX PLANNING IN RESPECT OF THE GROUP STRUCTURE (ORGANISATION PLANNING) 2. Acceptable capital tax in cantons. 70 Para. not tax minimal structures. because a positive image is important. Barbara Brauchli Rohrer -8- . 2. Individual aspects of international tax planning 2. Key words: Head office vs. where only paid-in capital forms the assessment base. because as a rule a few technical specialists are involved. A tactic of pure confrontation with the tax authorities is not ideal.1. financing. Double Tax Treaties (DTTs) can be used. 5 Art. mixed holding vs. Highly complex structures and processes constrict entrepreneurial flexibility and have the tendency to be ignored.1 Tax planning in Switzerland International tax planning for a Swiss group has to begin in Switzerland.4 Tax planning can be classified into: Planning of the group structure (organisation) from a tax point of view Planning and structuring of the conditions for the exchange of contributions (process). Tax planning in the group is as a rule long term. Tax planning may not result in minimizing income abroad only to be exposed to an equally high tax burden in Switzerland.STRATEGIC TAX PLANNING Tax planning must result in tax optimal.1. Investment deduction for Direct Federal Tax (also for capital gains5).2 This includes questions of locations and legal structures of the business activity. intellectual property rights). In the long run tax optimal structures are better than tax minimal structures.2.1. feasible structures that are understood by the "front". 1 and 4 DBG. Tax planning in the operating area must lead to simple.
It should not be entrusted also with regional responsibility. Securities transfer tax on especially larger acquisitions. permanent establishment or by transfer pricing at the "upper limit".2 Both the question of location and the question of structure must be considered. the presence must be kept lean for tax purposes.g. the location Hong Kong for business activity in the surrounding countries. As soon as that is no longer possible.2.STRATEGIC TAX PLANNING Cons: Recapitalisation of investments is not tax efficient. However regional concentrations may make business sense and be interesting from a tax viewpoint. In addition to the holding structure aspect. In increasing intensity the structural possibilities are: Export with or without an independent representative (commissionaire) Presence as representative office or activity with support character Presence as dependent representative without power of contract Permanent establishment of a foreign company Presence with operating subsidiary company Presence through a holding structure The more intensive the structural and business presence in a country. etc. Holding intellectual property rights: royalty exploitation company. One must ensure that the operating importance of the company in the group is not all too great. e. Multi-step corporate structure in Switzerland is inadequately considered for stamp duty.2. In relation to location there is frequently limited flexibility. Barbara Brauchli Rohrer -9- .2.g. Example: In the case of pure export the entire sales proceeds are taxable in the country of the seller. For DTT countries the arrangement using an independent representative without power of contract is an optimal solution for reducing taxes in the subsidiary’s country despite business presence. In relation to structure.1. which on the one hand transfers additional profits to the country and on the other complicates group charges and makes credits in the “wrong” direction necessary.1. 2.1 Structural planning in high tax countries The aim will be to achieve the desired business development without having to generate a high profit in the country. Therefore one would ideally try to set up a structure without own local presence. because in many cases a business activity requires a presence in the relevant country. by means of a commission agency. the following structural elements in Switzerland concerning intercompany exchange of contributions need to be considered: Group management costs: management company? Group financing: from the holding or through finance company? Tax situation of a finance company. But in certain circumstances it may be too restrictive. it must be heavily debt financed. The interposition of an operating subsidiary company as distributor can easily shift half of the total profit to the subsidiary’s country for tax purposes. questions of the intensity of business presence in a relevant country are posed. e. If a subsidiary company is necessary.. central purchasing. the greater as a rule is also the tax linkage of the profit earned by the business activity with the relevant country. Location and tax status? Structural planning abroad 2.
1.g. if bilateral or multilateral agreements.2. Separate companies for charging inter-company services (royalty exploitation. in particular it continues to be attractive for intercompany financing. Regional holdings can be advantageous. which holds the investments in companies in EU states (and also in several EFTA states). also not taxed. which has a significant impact on the taxable income of Belgian companies and foreign branches in Belgium. UK. possibly also national legislation grant tax privileges to cross-border investments.2.00. Bermudas for insurance. "Transferring" after the acquisition is frequently difficult or expensive (e. which received their status prior to 31. However for existing coordination centres. For example by means of Belgian coordination centres. F.5). 4 DBG do not qualify for the investment deduction. depending on the EU state (e. interest and royalties and tax neutral reorganisations within the regional group.10 - . 70 Para. in the USA. Examples: Setting up a NL sub-holding for the significant part of the investments. dividends can flow to Switzerland tax free („directive shopping“). However the requirement for Swiss companies with a minimum interest of 25 per cent does not corre- 6 7 8 Profits from investments. Switzerland has since 1 July 2005 obtained on the bilateral way through Article 15 ZBstA the possibility of benefiting from the Parent–Subsidiary Directive and the Interest and Royalty Directive. However some countries have issued Anti-Treaty-Shopping Regulations (cp.2.5%) and Swiss securities transfer tax is also avoided. Requirements are an interest of at least 25 per cent and a holding period of at least 2 years.2 Use of third party countries for structure The group structure from the tax aspect does not always have to be effected from Switzerland.3 A country holding is recommended in various countries. As an example: Belgium for financing8. USA).12. central purchasing. on 1. With an EU holding. a 10-year transition period applies (10 years from the date of the existing ruling). financing. Profits on sale are tax-exempt in the NL (in Switzerland possibly6 Direct Federal Tax of 8. This means firstly: no source tax on payments of dividends. Possible are low or non-taxation of dividends. if this appears to make sense. I.1.2. With the enactment of the Agreement on the Taxation of Savings Income (ZBstA) between CH and the EU.1. In addition reorganisations are tax free and profits on the sale of qualifying investments are. This is possible e. Barbara Brauchli Rohrer .STRATEGIC TAX PLANNING 2. because there is an opportunity to consolidate for tax purposes group companies with own legal personality. As an alternative.g. NL – Antilles for royalties. Third party countries can be interposed. F. insurance) can be located in offshore countries. Chapter 2. which are conceivable to be sold later. interest and royalties between related enterprises in Switzerland and the EU member states.g. This status was abolished at December 2002. whereby in some cases restrictions apply.1. E.2006 Belgium introduced a ‚notional interest deduction’ system. which pursuant to Art. D. Country and regional holding 2. For a Swiss group up to now a regional holding in one of the EU states (EU holding) was of primary importance.4. In particular this is also of the greatest importance in acquisitions in order to be able to set acquisition costs (interest on inter-company or external debt financing and possible amortisation of goodwill) against the profits of the company acquired. DTT questions can be solved by the use of an interposed company in a DTT state (so-called „treaty shopping“7). Of special importance is that in most countries the structure must be properly established from the beginning. the Netherlands).
3 TAX PLANNING CONCERNING CONDITIONS FOR THE EXCHANGE OF CONTRIBUTIONS (PROCESS PLANNING) This concerns tax planning in all areas of inter-company transfer prices. legal certainty and cost savings. assets.1.1 2. 2.9 Since 8 October 2004 Swiss group companies also have the possibility under certain conditions to incorporate a ‚European limited company’ (Societas Europaea). The first supranational corporate form in the world10 is intended above all to provide simplifications in the area of cross-border mergers. etc. 1995 Guidelines for APA. 2007 The principles in the reports are however not directly applicable – they must be incorporated in national/bilateral law. transfer pricing rules were to be found mainly in industrial countries. such rules now exist almost without exception in all major countries. 50.3. functions. 1984 Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations. 9 of the OECD Model Tax Convention demands the at arm’s length principle for the exchange of contributions in a group. the prescribed minimum investment interest of 25% for Swiss enterprises can be lowered. management. until a few years ago. The uniform legal form also provides additional advantages in the area of tax planning. Report 1979 Transfer Pricing and Multinational Enterprises.3. For EU member states since 1 January 2007 an interest of 15 per cent is adequate. At 1 January 2009 there will even be a reduction to 10 per cent. Three Taxation Issues. in which global enterprises usually operate.1. financing costs. 9 By means of possible more favourable provisions in the existing and future double taxation treaties.1. 2. 10 Barbara Brauchli Rohrer .1.2 Methods of price determination according to OECD reports Comparison with comparable prices At least one price of an unrelated company Comparable Uncontrolled Price Method (Preisvergleichsmethode) Resale Price Method (Wiederverkaufspreismethode) Resale price to third party . 1999 Guidelines on APA. both the design of a consistent transfer pricing policy in all areas of inter-company transfer of contributions and questions of a structural nature (contracting party for the provision of services and its location) are important.11 - .STRATEGIC TAX PLANNING spond with the EU Parent-Subsidiary Directive.1.1. 2. which are continually being supplemented and revised: Transfer Pricing and Multinational Enterprises. Appropriate margin = Transfer price at arm’s length Margin must consider: risks. p./. While. To specify this principle in greater detail the OECD’s tax commission has prepared the following reports and guidelines.3. MÄSCH /FOUNTOULAKIS.1 General comments on transfer pricing design Principles Art. As already mentioned.
1. The mark-up can be minimised by relieving the production company of as many risks as possible (inventory.1. Additional problems arise.STRATEGIC TAX PLANNING Cost Plus Method (Kostenaufschlagsmethode) Acquisition/production costs + Profit mark-up = Appropriate selling price Profit split Transaction related Net Margin Method (TNMM) Relationship between legal structure – structure of the exchange of contributions 2. It can also manage the group companies’ excess cash funds. production risk). the distribution profit is to be minimised (resale minus method with a good margin). The finance company is to be endowed with as much equity as possible and as little debt as possible (ideally: none).1. Frequently levels of the company structure are „leapfrogged“ or the contributions are exchanged between from an ownership aspect parallel companies (fellow subsidiaries). if the contributions are not provided in the parent-subsidiary relationship (and vice versa) and the transfer price policy is contested in one country: Applicability of a DTT? If yes: which tax rate is applicable for reducing the source tax? Mutual agreement procedure? Corresponding adjustment? Divisional structures with divisional holding are more likely to feature contribution relationships congruent with the corporate structure than structures constructed on country holding companies.g. Remuneration is on a cost plus basis. If e.3 The legal structure and the structure for the exchange of contributions within the group coincide only in very few cases. currency risk. The question of the level of debt financing (thin capitalisation) depends on various factors.3. Of paramount importance are consistency and justifiability with economic arguments. If the production has to be carried out in a high tax land.1 Group transfer pricing policy matters worthy of note Movement of goods In the vertically integrated group the question arises how an overall profit is to be attributed to the various levels.3. This depends heavily on the individual circumstances.12 - .1.2. production is carried out in own companies in low tax countries. Problem areas: Debt – equity ratio Interest rates (for Switzerland cp. the Federal Tax Administration’s periodically adjusted interest leaflet) Qualification as loan or as equity Financing activities from a Swiss holding give rise at cantonal level to tax free interest income.2. Barbara Brauchli Rohrer . 2. 2. Group financing can also be performed by an offshore finance company (directly held by the Swiss holding).3. the producing company could manufacture the goods on a contract manufacturing basis.1.2 2.3. credit.2 Financing Inter-company financing must be at market conditions. but can also result in problems for maintenance of the holding status. In any event the maximum permissible debt financing is not always the best solution.
1. including consolidation.2. The use of intellectual property.4 Group services. drawing up the group accounts. e. financing acquisitions. At cantonal level extensive tax exemption can often be achieved by claiming special tax statuses (management companies).1. Examples: Barbara Brauchli Rohrer .2. the group as a whole and one or more subsidiary companies. group management costs The charging of inter-company services and management costs in the form of „Management Fees“ is delicate and requires careful planning.2. which not? Not chargeable are: The OECD reports referred to name services and activities by the parent company.3.STRATEGIC TAX PLANNING 2. 2. Example: The company that renders services is required by the tax authorities to charge on expenses. etc.3. but in some cases it is carried out de-centrally. The reasons for this are above all not tax related. must be paid for by group companies. Chargeable are services.1.g. but it also significantly increases tax planning flexibility. be held centrally in direct or indirect ownership and under the direct control and management of the top group company. A detailed review is always necessary for the question of claiming for tax purposes the full R&D costs in the individual countries. Costs of disclosure requirements of the parent company. auditing them. including trademarks. Similarly to finance subsidiaries intellectual property is frequently exploited by direct subsidiaries of the Swiss holding. entitled to a deduction for the services.. Costs of direction and control related to protection of the investments. but in return demand a profit sharing when exploited.5 Which services are chargeable. R&D must also be centrally directed.3 Intellectual property rights Intellectual property rights should. such as: Costs of the legal structure.3. Possibilities are lump-sum or individual contracts. 2. which it performs in its function as the parent company of subsidiary companies (shareholder services). On the question of cost allocation one can say that cost sharing agreements are of advantage at the beginning. Costs of group expansion.13 - . etc. Special attention is to be paid to the choice of location of intellectual property exploitation companies from an international tax viewpoint: payments by companies that enjoy the right to use the intellectual property rights are mostly subject to source tax. other employee services Advertising. such as: Market analysis for a division Acquisition of and contract negotiations with customers of group companies Drawing up general business conditions Central training. if possible. whereas at federal level the profit is fully taxed. Are rendered clearly for the benefit of one or more related companies. Frequently in this area there is a risk of the consequences of double taxation. or only to a limited extent. Business related expenditures. which: To a variable extent create benefits both for the parent company. The company receiving the service is not.
which is tentatively scheduled for 2010. which includes a new version of Article 7 together with consequential changes to other parts of the OECD Model Tax Convention. which to some extent also render group services. etc.3. In order to provide improved certainty on how profits should be attributed to permanent establishments the Committee of Fiscal Affairs has decided that the Report’s conclusions should be reflected in a new version of Article 7.1. inheritance and gift taxes. capital gains taxes and also against currency losses and restrictions. In respect of the profit splitting between head office and permanent establishment there is agreement that it must be split on the arm’s length principle. http://www. 17.2.3355. Setting up a management or service company can therefore be of advantage.and software Establishing EDP concepts Support in development of software.1. It is expected that once finalised.1 2.4. 2.1. which was finally adopted in June 2008 and already included in the 2008 update to the Model Tax Convention.en_2649_33753_1_1_1_1_1. etc.2008.STRATEGIC TAX PLANNING Financial and accounting services Establishing group accounting principles Accounting support.org/department/0. By which company should group services be rendered? 2.4.1. transaction taxes (stamp duty!).4 2.00. Also in June 2008 the Committee accepted the final report on the allocation of profits to permanent establishments. drawing up accounts Bookkeeping. 2.14 - .4. 11 Cp.3.2. Barbara Brauchli Rohrer . In July 2008 the OECD released another discussion draft.1 LOW TAX COUNTRIES AND OFFSHORE COUTRIES Definition and types Definition A low tax country is described as a country.html.6 Internationally costs from a separate company can most easily be charged on. Electronics Development Process (EDP): Central hard.7 Treatment of permanent establishments The OECD (the Committee of Fiscal Affairs) published in 2006 the revised Parts I-III of its report on the allocation of profits to permanent establishments. the new Article will be included in the next update to the OECD Model Tax Convention. Protection may be granted against profits and capital taxes. and whether. Problematic are charges from operating companies.oecd.11 Substantial consequences for tax planning are provided primarily by the discussion about the „Dependent Agent Permanent Establishment“. and if so in what amount. In certain cases integration of the management into the holding company can be interesting. consideration is to be paid for contribution relationships between head office and permanent establishment. income and wealth taxes. which offers protection from high corporate taxes and/or high individual taxes. but in the interpretation by states there is disagreement about how far the independence fiction of the permanent establishment immanent in the third party comparison should extend. For the interpretation of existing treaties based on the current text of Article 7 the Committee had also prepared a draft of the revised Commentary.1.1.
4. irrespective of whether a foreign permanent establishment exists or not. for companies in heavily regulated countries.3. such as South America. Changing qualification of income (e. Since 30 June 2006 no more exemptions have been granted. Switzerland. Luxembourg.2 a) Types Five basic types may be distinguished (overlapping possible): Countries. 2. Vanuatu.4. 12 The privilege of not taxing offshore income applies only for offshore firms that were incorporated prior to 2002 and it expires in 2019.2 Objectives of using low tax countries for companies with international operations Reduction of the group’s overall tax charge. Example: Netherlands Antilles12 d) Countries with a basically „normal“ profits/income tax system. tax exempt companies enjoy the privilege only until 31 December 2010. as a result of the intervention and agreement with the EU. Netherlands. Kuwait. Increasing entrepreneurial flexibility in the reinvestment of funds (as a rule a low tax charge means that more funds are available for reinvestment. In some cases DTTs can be used. which grant privileges similar to lit a) or b). Ireland. 13 Barbara Brauchli Rohrer .1. Countries.4. which impose no profits/income taxes or grant extensive exemption. Switzerland. Panama. Examples: Luxembourg. Liberia. Use of favourable DTT. Use of favourable DTT networks. Liechtenstein. Turks & Caicos Islands.g. Netherlands. which privilege certain international business activities. condition for corporate expansion). However. Cyprus. Examples: Bahamas. e) Channel Islands. Bahrain. c) Countries. Location for group top company in certain cases.3 2. Monaco. Cayman Islands.15 - .STRATEGIC TAX PLANNING 2. b) Countries. from interest / royalties into dividends).1.4. which tax only territorial profit/territorial income and exempt foreign source income. Netherlands Antilles. Arabic Emirates.1.1 Temporary accumulation of group income. Examples: Gibraltar13.1.1. Singapore. which privilege holding companies. Conduit for DTT benefited income. Liechtenstein. but can link them with a DTT network. Bermuda. Examples: Hong Kong. Legitimate uses / functions / tasks of group companies in low tax countries Uses in general 2.
4.STRATEGIC TAX PLANNING 2.3. The interposition of a non-resident patent exploitation company in the Channel Islands results in Irish source tax of 20%. etc. Depending on the business activity foreseen.1. Locations of the group companies. quality control. which should have business relationships with the company in the low tax country. Barbara Brauchli Rohrer . It is obvious that the foreseen business activities on the one hand are in fact not to be taxed in the low tax country or taxed at only a low rate. On the other hand the interposition of a company in a low tax country should not result in the overall tax charge in the source land increasing and cancelling the tax advantage of the low tax country.4.1.4 2.4. Example: Royalty payments by a subsidiary company in Ireland to the parent company in Switzerland are not subject to source tax in Ireland pursuant to the DTT.4.2 Uses/functions/tasks in detail Inter-company finance and treasury management Currency and liquidity management Financing international business Factoring Property insurance/reinsurance Leasing International production and sales activity Production and inter-company or external sales Central purchasing company for raw materials and semi-finished goods from group companies or third parties Central wholesale company for finished goods. Research and development Patent exploitation and granting licences International services Recruitment of employees working internationally Regional head office Holding activity Group holding Sub-holding Country holding Regional holding Criteria for choice of location for a group company in a low tax country General 2. but which otherwise is a „high tax country“. which provides tax benefits for this specific activity. Location of the company. the location of a group company may be in a country. because for an „Offshore company“ no DTT is applicable.16 - .1. They include: Use and function of the company.1 The choice of the location for a group company depends on a number of factors.
low interest loans. Flexible and uncomplicated corporate law including possibility of bearer shares.g. d) Strict bank and business secrecy protection.4. The most drastic are the unilateral measures taken by the countries of residence of the top group company. Main tax criteria affecting choice of location 2.1 Countermeasures of the countries involved General As far as countermeasures are concerned a distinction must be made between those of the countries of residence of the top group company. Source taxes Residence problem b) Taxes and duties in the low tax country: c) Tax situation in the source country: d) Effects of DTTs. Germany).4.e. e.4. Ireland. irrespective of when it is Barbara Brauchli Rohrer . those of the source countries and those of the low tax countries.5 2. which do not wish to be „abused“.3 a) Main non-tax criteria affecting choice of location Political and economic stability. if because of the tax situation specific to the company a function or activity is not taxed or taxed only at a low rate. New acquisition financed by debt is made by profitable company in a high tax country. Direct and indirect taxes Source taxes on the distribution and passing on of profits.5.1. b) No currency restrictions. e) f) Property protection.2 a) Tax situation in state of residence of top group company. languages. Examples: Company with tax losses available for carrying forward takes over a profitable group function.4. banks.17 - . Netherlands. time zone).STRATEGIC TAX PLANNING Examples: Holding and domicile companies in Switzerland Investment incentives (temporary tax exemption for profits. 2. preferential land prices) for newly located manufacturing companies in many European countries (e. international accessibility. A high tax country can however also become a „tax paradise“. g) Simple departure possible.4. 2. road and rail network.4.1.1. see through and/or abuse legislation for combating use of low tax countries. labour market. c) Efficient and competent infrastructure and administration (telecommunications. The countermeasures typically have the consequence that the income of the group company in the low tax country is added to the income of the top group company on a current basis.g. Switzerland. Scotland. These see their own tax substrate unjustifiably reduced by its use by group companies in low tax countries.1. i.
Income of foreign „Base Companies“ is added on as income directly to the shareholders resident in the USA (deemed dividends). By means of the DTT the source countries protect themselves by the use of subjective (e. Barbara Brauchli Rohrer . The low tax countries try partly by unilateral measures to limit or prevent their „abusive“ use as a country of interposed companies. The source countries protect their tax substrate unilaterally. 209B and 238A Code Générale des Impôts. secondly by applying the „dealing at arm’s length“ principles and the resulting transfer prices for inter-company transactions in goods. which is noted on the „black list“ are not tax deductible. which figure on the „black list“. royalties. their application is based on objectively measurable criteria and no longer on the subjective tax evasion notion and they stretch beyond the normal tax sovereignty borders. leasing expenditure. France Art. is taxed at the date of inflow. UK Controlled Foreign Company (CFC) legislation: If companies.1. Germany Aussensteuergesetz (Foreign Transaction Tax Act): Add on of „detrimental“ income of „low“ taxed foreign intermediate companies pursuant to §§ 7ff. 57. which is lower than three quarters of the UK tax. are subject abroad to a foreign taxation level. interest.18 - . Examples: General abuse practice in the Netherlands. In addition there are „Passive Foreign Income Company“ (PFIC) rules. Countermeasures of selected countries of residence of top group companies 2. Italy Controlled Foreign Corporation (CFC) legislation with „black list“ analogous to Great Britain. The countermeasures are typically anchored in tax legislation. Income of controlled companies. In addition payments by an Italian company to a foreign company. there may be an add on. finance and services. firstly by taxing certain payments at source (dividends.STRATEGIC TAX PLANNING distributed and is taxed in its state of residence.4. Art 9 (2) (a) (i) DTT CH-NL) or objectivised abuse provisions (Treaty shopping clauses).g. Japan Also CFC legislation with „black list“. which are controlled by a UK company.5.2 Canada Foreign Accrual Property Income (FAPI) rules tax directly in Canada „passive“ income of group companies accumulated abroad. Swiss abuse decree 1962 (BRB 62) and 1999 (KS 99). which apply for foreign firms that are not Controlled Foreign Corporations. leasing payments). USA CFC legislation with so-called „Subpart F“ rules. ASTG.
as a rule no DTT protection necessary. In addition Swiss tax law permits a liberal structuring of the assessment base. Patent exploitation. Firstly. It may be possible to achieve an advantageous structure indirectly by interposing an intermediate company (NL/NL Antilles). cash management companies.2 Possibilities and plausibility Group financing Foreign business: public bond not in Switzerland (for foreign creditors withholding tax an insuperable obstacle). protection from unauthorised use abroad.6. if the funds are used to repay existing liabilities to the guaranteeing top group company.1 Possibilities of using low tax countries and offshore countries by Swiss business groups General At this point one particular area of tax planning. as the domicile for patent exploitation companies. if used abroad (Circular No. Furthermore the Swiss tax landscape already provides for low tax locations. uniform use. But needs infrastructure and substance. Insurance/re-insurance Inter-company assumption of certain sub-risks for cost reasons usual.1. is to be illustrated more closely. which stand on this list. factoring. Various reasons can be cited for this attitude.4.4. which may deter above all stock exchange listed Swiss groups from using an „exotic country“ as the location for a group company. in international comparison. if not finally saved. Swiss groups have traditionally performed less international tax planning. The Russian affiliation privilege (exemption of dividends from source tax) is not granted for countries. currency and liquidity structuring Can be in connection with financing activity in offshore company. For Swiss groups therefore a tax favourable location in Switzerland is preferable to a location abroad. 6746 of the Swiss Bankers Association). The location chosen for the central patent company should. 2.6 2. Factoring. if possible. Switzerland traditionally has low tax rates for companies. central purchasing companies. Frequently DTT protection is necessary and therefore a location directly in a tax haven is not optimal. finance. be close to the top group company. trademarks. By means of the valuation.6. Belgium and Luxembourg in contrast to Cyprus do not appear on this list. 2. Offshore finance company: Eurobond with guaranty of the guaranteeing top group company: only exempt from withholding tax and issue duty. involving low tax countries and offshore countries than comparable foreign groups. Barbara Brauchli Rohrer .1.g.19 - .1. depreciation and reserve practice in Swiss tax law the profits reported for tax purposes can be reduced to a „sensible“ level and income taxes deferred. Location of a „captive insurance company“ is optimised for insurance regulatory and tax reasons. In practice there is a possibility not to qualify it as a Swiss bond.4. etc. which can be used tax favourably e. It is not least ethical considerations. brands The centralisation of intellectual property rights can be advantageous for a diversity of operating reasons: management/administration. Contrary to the original draft Switzerland (in particular Zug). etc.STRATEGIC TAX PLANNING Russia Since 1 January 2008 Russia maintains a „black list“. namely the use of low tax countries and offshore countries by Swiss groups.
Country holdings are inter alia advantageous in the USA. royalty payments. Foreign holding companies for countries.4. 3). Care must nonetheless be taken that such offshore companies are not regarded as resident for tax purposes in Switzerland following the domicile fiction or the tax evasion concept.1. group insurance. Barbara Brauchli Rohrer . which give rise to expense in Switzerland. to which the income accrues and is recorded. raw material purchases.2 Tax evasion Non-recognition of foreign subsidiary or group companies because of tax evasion (cp.g. F. is regarded as non-existent (cp.4 Ignoring intermediate company (see through) The taxpayer.7 2.3 Nr. judgment 2A.1. the tax authorities pay less attention. temporarily accumulate profits of foreign group companies abroad and/or above all reduce the profits of the foreign group companies. BGer dated 4. BGer of 9. Production Benefiting from investment incentives in various countries in Europe..STRATEGIC TAX PLANNING Central purchasing company The establishment of central purchasing companies may be advantageous for diverse operating reasons. 2.5.5 Withholding tax Bonds issued by foreign subsidiary companies with a guarantee from the Swiss parent company: withholding tax is not imposed.4. which e.31 Nr. StE 2006 B 92. Swiss cantons also offer such incentives. StE 1986 B 92.1. factoring. This risk also exists inter-cantonally. StR 61.4.145/2005 of 30 January 2006. 2.7. 1). In the case of activities. regional holdings e.4. In the case of activities of an offshore company.1995 = StE 1995 B 18.104.22.168 Nr.g. etc. The Swiss tax authorities will examine in detail whether the company’s effective place of business is not in Switzerland or at least there is not a permanent establishment here. UK. care must be taken that the offshore company has at its disposal the necessary substance and infrastructure plausibly to be able to perform this business.2003 = StE 2005 B 71. Furthermore the payments must meet the arm’s length test. regions.1.3 Nr. Foreign holding and sub-holding companies support tax optimisation in the countries or regions concerned and/or tax optimal repatriation of assets to Switzerland. D.12.3 Non-recognition of expense Payments by the Swiss group company to group companies in low tax countries or tax havens are not recognised as commercially justified (cp. The location must also take this into account. 15. 523ff). etc. in Singapore. only if a bond is issued in foreign currency and the funds are not used to finance Swiss business (RB II G c 49).7.1). However as a rule an operation requires employees and infrastructure.4.20 - . etc. They will possibly claim that the payments are not market conform and not admit the payments for deduction.4.7.. E.7. 2. 2. 2.1 Countermeasures of the Swiss tax authorities Permanent establishments or domicile fiction Assumption by the Swiss tax authorities that a foreign company has its effective place of business or a permanent establishment in Switzerland (cp. such as central financing.1.
In particular the commission. It undertakes the central monitoring and functions as the balancing pole in the value creation chain.8. The risk distribution between the contract manufacturer and the customer varies. It determines where and when and in what quantity and quality for which market is produced. while the production companies in the first instance place their own interests in the foreground. but for account of the principal.3 Value creation by coordination and monitoring The advantages of the commissionaire structure derive from the centralisation of certain functions and risks with the principal. which functions also as the commissioner in the commissionaire structure. 425 Art. In order to realise the centralisation. a Business Control Centre or even a commissionaire structure is introduced.1. A distinction must be made between the commissioner. These sales companies can in the future operate as commissionaires. as a rule a defined percentage of the revenue. The distribution of functions among the group companies and the related risks and administrative tasks must therefore from time to time be critically reviewed and. namely selling. Frequently the commissioner is also referred to as the principal.8 Commissionaire structures as opportunity for improving value creation and exploiting tax advantages Most business groups have grown organically and the distribution of tasks among group companies has developed historically. The customer concludes the sales contract with the commissionaire. the compensation for the commissionaire’s effort. because as a rule the principal is responsible also for quality assurance and price setting. if necessary. who in the eyes of the customers acts as seller of the goods. the foreign currency risks and all guarantee risks. 2. which are important for the group. is laid down. In principle the two structures do not differ substantially.4. and the commissionaire (agent). Equally the credit risk and the research and development risk can be transferred to the principal. On the one hand this simplifies the management of the group companies.1. 2. 2. All risks in connection with the goods remain with the principal. 439 OR). Barbara Brauchli Rohrer . Frequently an own sales organisation already exists in those countries. In order to understand the distribution of the tasks and risks. that is the owner of the goods being sold. the commissionaire structure merely goes a step further in sales: the classical sales companies with all the risks and functions are replaced by commissionaires.8. whereby their function is re-defined. In most cases the principal also bears the logistics risks. Their future results improve in particular as a result of higher revenue and efficient cost management.4. The advantage is that the principal can control centrally the production of the various production companies in line with market needs.4. which is important for market presence.4. The commissionaire has in turn concluded a contract with the principal. One improvement possibility lies in greater centralisation and coordination. In line with the tasks the risks are also re-distributed.1.2 Market conform control Under Contract Manufacturing a company produces as instructed by another company.21 - . In general better coordination and monitoring of the local commissionaire companies is possible. The customer as recipient of the goods is not affected by this fact. The customer‘s business partner continues to be a local company.8. The administrative processes are simpler and the commissionaires can concentrate on their core function. one must visualise the fundamental principle of a commissionaire structure. because until they are sold it remains their owner. The principal always acts in the overall interest of the group. A commissionaire structure is often combined with contract manufacturing. The customer is as a rule the Business Control Center or the principal. on the other multiple costs can be avoided. Over time duplications of effort and even inefficiencies arise. The administrative tasks of the individual companies generally increase as the group grows. The particularity of the commission relationship is that the commissionaire sells the goods in his own name. trimmed down or re-distributed.1 The commissionaire structure The Swiss Code of Obligations governs the commission (agency) relationship for moveable goods (Art.STRATEGIC TAX PLANNING 2. which governs the rights and obligations of the commissionaire and of the principal.1.
but the principal sells the goods.4. Furthermore the principal can be situated in a tax favourable location. the Swiss source revenues represent only a small part of the total revenues.22 - . Ireland and Switzerland.4 Privileged tax status The structure has in addition tax advantages.1. the customer revenues are to be attributed to the principal.8. It is therefore frequently possible to obtain a privileged tax status at cantonal and communal tax level (mixed company) and so to reduce the tax charge to about 9 to 11%. directly to the customer. therefore left with a profit and therefore a reduced. If for example a Swiss principal serves several countries. Barbara Brauchli Rohrer . which may be produced by a contract manufacturer. As a result of the fact that many functions and risks are concentrated in the principal. while the share of the revenues from foreign sources in most cases predominates. In practice frequently chosen locations are the Netherlands. because it remains owner of the goods until they are sold. There is no longer an inter-company sale of goods. but constant tax base. Therefore a considerable portion of a group’s profits are taxed at relatively low rates. Although the sale takes place over the commissionaire.STRATEGIC TAX PLANNING 2. particularly in determining transfer prices. as a result of determining the amount of the commission or of the production mark up. These companies are. The profit remaining locally for the commissionaire or contract manufacturer falls as a result of the new function and risk distribution. its share of the profit in the value creation chain is correspondingly high.
Steuerperiode 1997/1998. . ALTORFER JÜRG.23 - . (ZBstA). BUNDESRATSBESCHLUSS vom 14.Teil). AS 2005 2571. . Barbara Brauchli Rohrer .in das Geschäftsvermögen eines Dritten (indirekte Teilliquidation). BOEMLE MAX.202. . 92-109. ESTV (Hrsg. Indirekte Teilliquidation – kehrt nun Ruhe ein?. Dezember 1962 betreffend Massnahmen gegen die ungerechtfertigte Inanspruchnahme von Doppelbesteuerungsabkommen des Bundes. Umstrukturierungen. in: Der Schweizer Treuhänder 9/2005. Besteuerung von Mitarbeiteraktien und Mitarbeiteroptionen. 47-64. Mai 2003). November 2007). BRAUCHLI BARBARA/BUSSMANN SAMUEL. börsenkotierte und Holdinggesellschaften. Verkauf von Beteiligungsrechten aus dem Privat. Juni 2004). Steuerperiode 2004. Gesetzliche Regelung der indirekten Teilliquidation – Ende gut. 14 (2. Juli 1981). 14 (1.Kreisschreiben Nr.642.Merkblatt A 1995: Abschreibungen auf dem Anlagevermögen geschäftlicher Betriebe. Alles gut?. 65 und 75 DBG) bei Kapitalgesellschaften und Genossenschaften. BRÜLISAUER PETER. 14 (6. Verkauf von Beteiligungsrechten aus dem Privat. in: IFF Forum für Steuerrecht 2008/1.LITERATURVERZEICHNIS 3 LITERATURE (CONSULTED AND FOR FURTHER READING) ABKOMMEN zwischen der Schweizerischen Eidgenossenschaft und der Europäischen Gemeinschaft über Regelungen. Gewinnabgrenzung zwischen Stammhaus und Betriebsstätte im internationalen Verhältnis. EGON ZEHNDER INTERNATIONAL/PRICEWATERHOUSECOOPERS. Verkauf von Beteiligungsrechten aus dem Privat.Rundschreiben: Zinssätze 2008 für die Berechnung der geldwerten Leistungen (1. Forderungsverzicht durch Aktionäre im Zusammenhang mit Sanierungen von Aktiengesellschaften.in das Geschäftsvermögen eines Dritten („indirekte Teilliquidation“).81. Ausgewählte Fragestellungen zum Kreisschreiben Nr. in: Steuerrevue 2007. A. . 1998. Kauf und Verkauf von Kapitalunternehmungen im Steuerrecht. in: Der Schweizer Treuhänder. 5 (30. S.026. S.Wegleitung betreffend die Aufhebung schweizerischen Verrechnungssteuer auf Dividendenzahlungen zwischen verbundenen Kapitalgesellschaften im Verhältnis zwischen der Schweiz und den Mitgliedstaaten der Europäischen Union. SR 672. S. Verdecktes Eigenkapital (Art. Zürich 2002.Teil).Kreisschreiben Nr. . Projektstudie.Kreisschreiben Nr. S. Juli 2005. ARNOLD RETO. Beteiligungsmodelle für Führungskräfte in der Schweiz. 5 (1. 775-780.. Ausgewählte Fragestellungen zum Kreisschreiben Nr. Dezember 1998 (KS 1999) bezüglich der Anwendung der Missbrauchsvorschriften (BRB 1962) auf aktiv tätige. . BRAUCHLI BARBARA/BUSSMANN SAMUEL/MARBACH MATTHIAS. Unternehmungsfinanzierung. . 15. Juni 1997). . 10/2007. 78-92. April 2001. 14 (1.Kreisschreiben Nr. Steuerperiode 1997.Rundschreiben: Besteuerung von Mitarbeiteroptionen mit Vesting-Klauseln (6. Bern/ Stuttgart/Wien 1994. die den in der Richtlinie 2003/48/EG des Rates im Bereich der Besteuerung von Zinserträgen festgelegten Regelungen gleichwertig sind. . Februar 2008).): . 720-729. SR 0. S.Kreisschreiben vom 17.Kreisschreiben Nr. in: IFF Forum für Steuerrecht 2008/2. 6 (6. 13. April 1997). BRAUCHLI BARBARA/BUSSMANN SAMUEL/MARBACH MATTHIAS.in das Geschäftsvermögen eines Dritten (indirekte Teilliquidation).
3. Teil). HÖHN ERNST (HRSG. in: Der Schweizer Treuhänder. 81-89. Bern/Stuttgart/Wien 2000.LITERATURVERZEICHNIS HELBLING ANDREAS/WETLI ROGER. RASCHLE. 1. Mélanges en l’honneur du Professeur Raoul Oberson.24 - . Teil in: ST 1-2/2006. 9. REICH MARKUS. Basel/Frankfurt a.M. S. Das neue Bundesrecht über die direkten Steuern. Bern/Stuttgart/Wien 1994.. Kapitel 7 bis 9. Zinsbesteuerungsabkommen Schweiz-EU Art. Steuerrecht Bd. Steuerrecht Bd. hrsg. OERTLI MATHIAS/CHRISTEN THOMAS. HÖHN ERNST/WALDBURGER ROBERT. Interkantonales Steuerrecht. HÖHN ERNST/MÄUSLI PETER. Bern 2005. Merkblatt zur Besteuerung von Mitarbeiterbeteiligungen.. Bern 1993. INTERKANTONALE KOMMISSION FÜR STEUERAUFKLÄRUNG (Hrsg. Der Begriff der selbständigen Erwerbstätigkeit im Bundesgesetz über die direkte Bundessteuer.). REICH MARKUS/DUSS MARCO. S. MÄSCH GERALD/FOUNTOULAKIS CHRISTIANA. LOCHER PETER. S.. 2002. Internationale Steuerplanung mit immateriellen Wirtschaftsgütern. KSTV (Hrsg.). Zürich 2000. A. Das neue Fusionsgesetz (1. Einführung in das internationale Steuerrecht der Schweiz. MEIER-HAYOZ ARTHUR/FORSTMOSER PETER. S. Bern 1999. 353-387. 1996. S. Teil in ST 12/2006. 2/2005. 1995. S. S. S. NORBERT A. Steuerliche Behandlung von Mitarbeiterbeteiligungen – Änderungen. A. 219-226. 49-58. M. RIEDWEG PETER. Schweizerisches Gesellschaftsrecht. 9. Creating Shareholder Value. ed. LÜTOLF PHILIPP/ KUNZ ROGER M. 9/91.). Bern/Stuttgart/Wien 2002. Das neue Fusionsgesetz. Zeitliche Bemessung in: Höhn Ernst/Athanas Peter (Hrsg. Wahl der Rechtsform eines Unternehmens unter steuerlichen Gesichtspunkten. REICH MARKUS. RAPPAPORT ALFRED. 28. S. 609. von BLAISE KNAPP et al. Seiten 433ff. 115. SOCIETAS EUROPAEA – Ein Vehikel für den Schweizer Investor?. MEIER-SCHATZ CHRISTIAN. MEIER-SCHATZ CHRISTIAN. 187-195. 15 Zinsbesteuerungsabkommen. in: Der Schweizer Treuhänder. Barbara Brauchli Rohrer . MONSTEIN URS.). 3/2005. 4. ZSR NF 113/1994 I. in: Der Schweizer Treuhänder 4/2005. November 1997. Bern 2004. 9. Die Besteuerung der juristischen Person. 2. Bern/Stuttgart/Wien 1993.. Management Buyout. 1-2/2004. II. I.. HÖHN ERNST/WALDBURGER ROBERT. S. ASA 54 (1985/86). Aktienrückkäufe in der Schweiz. Unternehmensumstrukturierungen im Steuerrecht.. Die Zulässigkeit aussergesetzlicher Rechtsformwechsel im Gesellschaftsrecht. A. in: Der Schweizer Treuhänder. in: Der Schweizer Treuhänder. 280-286.. Basel/Frankfurt a. KSTV (Hrsg. A. Verdeckte Vorteilszuwendungen zwischen verbundenen Unternehmen. S. 4/2005. MARTI ARMIN/LEDERGERBER DANIEL. Handbuch des Internationalen Steuerrechts der Schweiz. 302-306. + 2. A. in: Schweizerische Zeitschrift für Wirtschaftsrecht.. in: Problèmes actuels de droit fiscal.). Transfer Pricing – operative Umsetzung neuer Geschäftsstrategien. 2. Aufl./SCHÖNENBERGER DANIEL. REICH MARKUS. 959-970. Bern/Stuttgart/Wien 2001. 2. 105-111 sowie 3/2004. New York 1998.
893-1038. Besteuerung von Mitarbeiterbeteiligungen – Gesetzesentwurf im Parlament. Spezialnummer Fusionsgesetz. STEUER. Zürich 2006.. überarb. in: IFF Forum für Steuerrecht 2005. Bd.. Schweizer Handbuch der Wirtschaftsprüfung. Managementorientierte Betriebswirtschaftslehre.). Zürich 2004. Barbara Brauchli Rohrer .UND TREUHANDEXPERTEN (TREUHAND-KAMMER) (Hrsg. 2. A. THOMMEN JEAN-PAUL. 200-209. 7. aktualisierte und überarbeitete A.. Zürich 1998. S.UND TREUHANDEXPERTEN (TREUHAND-KAMMER) (Hrsg.25 - . Wertorientierte Steuerpolitik. STEUER.LITERATURVERZEICHNIS RISI ANDREAS/SCHMID REMO. erg. in: Der Schweizer Treuhänder. 1. 11/2004. S. SCHWEIZERISCHE KAMMER DER BÜCHER-. VOLKART RUDOLF. SCHWEIZERISCHE KAMMER DER BÜCHER-.).
ch Handelszeitung: http://www.admin.rwi.ch/d/infothek/in-pd-parlamentsrecht/in-schweiz-in-kuerze/in-schweiz-in-kuerzelin/Seiten/li-gesetzessammlungen.steuerrevue.parlament.1 TAX LINKS MOST IMPORTANT LINKS FOR CURRENT ARTICLES http://www. Linkliste der ESTV: http://www. Reich: http://www.ch Bilanz Online: Cash Online: http://www. Cantons and Foreign: http://www.cash.ch Schweizer Treuhänder: http://www.bilanz.treuhaender.ch/ Linkliste Lehrstuhl Prof.TAX LINKS 4 4.handelszeitung.aspx BGE: http://www.ch 4.uzh.ch/d/dokumentation/links.3 IMPORTANT LINKS FOR LEGAL TEXTS Corpora juris Federation.ch/reich/ Barbara Brauchli Rohrer .26 - .htm 4.estv.ch Steuerrevue: http://www.bger.2 IMPORTANT LINKS TO TAX AUTHORITIES Vgl.