Setting up a Swiss company, or a Swiss holding, to take over or to own an Italian business is a routine procedure: a seat, a director domiciled in Switzerland, a bank account and a commercial register entry. It is the firm's long-standing core business. What decides your file is not that procedure but the calendar. Italy's proposed exit tax values your shares on 31 December 2026, and the real question is whether your structure can be settled before your own tax residence changes. The Italian treatment of the transfer itself is a point to settle with an Italian adviser; this page covers the Swiss side and the way it fits the dates.
Two situations that are not the same
Moving yourself and moving your company are two files, with two tax systems and two calendars. When you move, your tax residence leaves Italy and arrives in Geneva or Vaud: that file involves the exit tax, a residence permit and a choice of taxation regime. When you move your company, the file is one of company law and corporate tax on both sides of the border: where the seat is, who the director is, what becomes of the Italian entity and which system taxes its profits.
Many entrepreneurs believe that the second settles the first. It does not. A company in Geneva does not by itself move a person's tax residence, and a person living in Geneva does not by itself move the company. Each is established on its own facts, on its own timetable, and each can go wrong without the other showing it. The sections below deal with your personal exposure first, because it sets the deadline, and then with the company.
Why the exit tax reaches an entrepreneur too
The bill does not stop at portfolios. Its perimeter covers qualified and non-qualified participations, together with securities, fund units, derivatives and crypto-assets, while real estate is outside it. Your own company's shares are therefore caught on their latent gain, which is computed asset by asset at normal value on 31 December 2026, the last day of the tax period before the one in which your residence loss takes effect. It is not the date of your move, and that is the mistake most often made in the Italian press. In an entrepreneur's estate this is usually the largest item and the hardest to value.
Three features of the bill matter most to a shareholder. Only the positive differences are added up, so a latent loss on one asset does not offset a gain on another, unless the implementing decree of the Ministry of Economy and Finance, provided for and not yet published, says otherwise. The bill sets an access threshold of €800,000, measured on the value of the assets and not on the gain. And it requires at least 6 years of Italian residence within the previous 10. The 26% rate does not appear in article 17 itself, which refers to the provisions ordinarily applicable; it is the rate of the ordinary substitute tax on financial miscellaneous income, as the technical report confirms.
The status of the text should be stated plainly. It is a bill, not a law: the Council of Ministers approved it on 28 October 2026 and its presentation to Parliament was authorised on 30 October 2026. It would apply to losses of residence that take effect from 1 January 2027. To see what this means in euros on your own figures, use the exit-tax calculator; for the full mechanics of the article, read the page on Italy's exit tax from 2027.
Ordinary taxation, not the forfait
Expenditure-based taxation, the forfait, requires that you carry on no gainful activity in Switzerland, in any main or secondary occupation of any kind (Federal Tax Administration circular no. 44 of 24 July 2018). Running your business from Geneva is incompatible with that condition, so you are in the ordinary regime. For board members, the circular targets only those who personally carry on a gainful activity in Switzerland, which means a particular role is judged on its facts. If you are weighing both regimes, our page on lump-sum taxation sets out the conditions.
Under ordinary taxation, income tax follows the scale for your income level. The orders of magnitude below come from the federal administration's tax calculator, queried on 1 November 2026 for tax year 2026. They are estimates for a single filer with no children and no church tax, covering federal, cantonal and communal income tax, with the tax shield not applied. They are not quotes.
| Taxable income | Geneva city | Lausanne |
|---|---|---|
| CHF 200'000 | CHF 55'628 (27.8 %) | CHF 60'056 (30.0 %) |
| CHF 500'000 | CHF 183'509 (36.7 %) | CHF 200'779 (40.2 %) |
| CHF 1'000'000 | CHF 403'615 (40.4 %) | CHF 413'322 (41.3 %) |
| CHF 3'000'000 | CHF 1'268'259 (42.3 %) | CHF 1'243'322 (41.4 %) |
Geneva is cheaper at the lower levels and Lausanne slightly cheaper at CHF 3'000'000. The Vaud figures do not include the 12 % reduction of the cantonal income and wealth tax approved by voters on 27 September 2026 with 53.1 % of the vote; according to the press it applies from the 2027 tax period, and the exact date remains to be confirmed. Our comparison of Geneva and Vaud sets this beside housing, schools and the rest of the move.
The available routes, and what each one implies
There are three routes, and we do not choose one for you here. Each has the same Swiss foundations, described in the next section. They differ in what moves, what stays in Italy, and above all in how the Italian side treats the operation. On that last point the exit-tax bill is silent, and the answer belongs to an Italian adviser, not to this page.
A new Swiss company taking over the business
Here you set up a new company in Geneva, a Sàrl (the GmbH of German-speaking Switzerland) or an SA, and the activity is carried on there. On the Swiss side it needs the share capital, a domiciled director, a seat, a capital-deposit account, articles of association, a notary and a commercial register entry. How the activity passes from the existing company to the new one is a legal and tax question in both countries. This is a Swiss company for foreign entrepreneurs in the plainest sense, and the formation steps are those of any foreign founder.
A Swiss holding owning the participations
A Swiss holding company is a company like any other under Swiss law, with the same seat, director and capital requirements; what changes is its purpose, which is to own participations. Our published guidance lists the choice between a holding, an operating company and a branch among the structuring decisions, together with the use of the double taxation treaties and compliance with the OECD economic-substance rules. What substance means for a given holding depends on what it does, and it is examined on the file. Whether and how the shares reach the holding is, again, a point to settle with an Italian adviser. The bill contains an anti-avoidance rule for gratuitous transfers and for transfers to controlled entities or family members within the deferral regime; whether any route touches it is for that adviser to say.
Transferring the existing company's seat
This keeps a single legal entity, but it depends on whether Italian and Swiss company law allow the company to continue as a Swiss one. We do not publish a standard procedure or a price for re-domiciling an existing foreign company, and we will not imply one: the route is assessed on the file, with the company law of both countries. A Swiss branch is a different thing again, since it extends the existing company rather than moving it.
What Switzerland actually requires
The Swiss requirements are few, written down and the same for every founder. The table lists what our published guides say, with the share capital figures given for a new subsidiary.
| Requirement | What it means |
|---|---|
| Share capital | CHF 20'000 for a Sàrl, CHF 100'000 for an SA. |
| Director | At least one manager (Sàrl, article 814, paragraph 3, of the Code of Obligations) or board member (SA, article 718, paragraph 4) with individual signing authority, domiciled in Switzerland. No nationality condition. |
| Seat and address | An effective address where mail is received and where the authorities can reach a representative. |
| Bank account | A capital-deposit account, then the company's operating account. |
| VAT | Registration if expected turnover exceeds CHF 100'000. |
| Social insurance | Compensation fund (AVS), accident insurance (LAINF), and occupational pension (LPP) if you have employees. |
The domiciled director may be a partner or a third party. If you will live in Switzerland you may be that person yourself, but then you hold a function in the company, which brings us back to the regime question above. If not, a fiduciary supplies one for CHF 2'000 to 5'000 a year. The director has signing power and legal responsibilities, so the fiduciary should be a recognised one with professional liability insurance.
For the seat, our domiciliation page offers the address Boulevard Georges-Favon 26, 1204 Geneva, from CHF 2'500 a year excluding VAT for the Standard formula, from CHF 3'500 for Premium, and Business on quote, with a one-off identity check (KYC) of CHF 500 at opening. Our company-formation guide for foreign entrepreneurs quotes a wider indicative range of CHF 1'200 to 3'600 a year for the same service; we keep the domiciliation page's figures, since that is the page that carries the tariff. The same page says the arrangement is set up within a few days, while its call to action mentions activation within 48 hours; we keep "a few days".
The bank is the step most often underestimated. Banks apply strict anti-money-laundering checks, some decline non-residents altogether, and the account for the capital deposit takes 2 to 6 weeks for a non-resident against 1 to 2 weeks for a Swiss resident. Expect to provide a passport, proof of address under three months old, a business plan, evidence of the origin of funds, the founders' CVs, bank references and the beneficial-owner form. The rest follows the usual path: articles, notary (in person, or through a notarised power of attorney if you sign from abroad), commercial register, then the social-insurance and VAT registrations.
The calendar, which is the real constraint
The question is not whether this can be done, but whether it can be done before the loss of your tax residence takes effect. The valuation date does not move: for a loss of residence in 2027, it is 31 December 2026, whatever the date of your move and whatever the date on which you sign anything for the company. The payment falls due within 180 days of the date on which the loss of residence takes effect. Deferral exists in the bill, with a 50% advance payment, but whether Switzerland is admitted to it is an open point with a real risk. If it were not admitted, the tax would be due in full within 180 days, without deferral and without the lesser-of clause. This matters more to a shareholder whose wealth sits in unsold shares, so read our page on deferral before relying on it.
What has to be started now
- The choice of route, taken with your Italian adviser, since the Italian treatment of each route is theirs to settle and a Swiss step should not be taken before it.
- The valuation evidence for your participations as at 31 December 2026, which the Italian adviser needs and which cannot be reconstructed later.
- The bank file, because 2 to 6 weeks for a non-resident is the longest published timescale and the capital-deposit account must exist before the company can be formed.
- The engagement of the domiciled director and of the seat, which take a few days and fix the address on which the rest depends.
What can follow in January
The notary signature, the commercial register entry, the social-insurance and VAT registrations, and the accounting set-up are administrative steps that can follow once the structure and the bank are settled. Whether any of them must be completed before your residence loss takes effect, for the Italian side of the route you have chosen, is again for your Italian adviser to say; we plan the Swiss steps so that they do not become the bottleneck. Your own file, with the residence permit and the housing, runs on a separate track described in our page on the residence permit.
Why this has been our core business for years
Ark Fiduciaire has set up and administered companies in Geneva for years, with published prices, and it welcomes dozens of international entrepreneurs each year. For files like yours it adds a joint reading of Swiss and Italian tax, carried out with the tax lawyers of PBM Avocats; Hassan, a member of the Ark Fiduciaire board, is a tax lawyer. We do not replace your Italian adviser on a question of Italian law. We work alongside them so that the two sides are read together, and on your documents rather than on a general description.
For prices, we deliberately do not copy them here: our company formation costs and Geneva domiciliation pages carry the published tariffs, and a quote request gives you a figure for your own structure.