Stamp duties are Swiss federal taxes that apply to certain legal transactions in the world of finance and business. Governed by the Federal Stamp Duty Act (SDA), they come in three categories: issuance duty, transfer duty and insurance premium duty. Although often overlooked by entrepreneurs, these duties can have a significant impact on company formation, financing and restructuring operations.
This guide presents all the rules applicable to stamp duties in Switzerland in 2026. At AX-Fiduciaire, we support our clients in planning their capital operations to minimise the tax impact of stamp duties.
The three types of stamp duty
The Confederation levies three categories of stamp duty, each targeting a specific type of transaction:
| Stamp duty | Subject | Rate |
|---|---|---|
| Issuance duty | Creation or increase of participation rights (shares, partnership interests) | 1% (above CHF 1,000,000) |
| Transfer duty | Purchase and sale of securities (shares, bonds, funds) | 0.15% (Swiss securities) / 0.30% (foreign securities) |
| Insurance premium duty | Life insurance and risk insurance premiums | 5% |
Unlike cantonal and municipal taxes, stamp duties are collected exclusively by the Confederation via the Federal Tax Administration (FTA). They represent a significant source of revenue for the federal budget.
Issuance duty
The issuance duty is the most relevant stamp duty for entrepreneurs, as it applies when setting up a company and upon any subsequent capital increase.
Principle and rate
The issuance duty applies to the creation and increase of participation rights in Swiss capital companies (corporation, LLC, cooperatives). The rate is 1% on the nominal value (or the issue value if higher) of the securities issued.
Exemption for the first CHF 1,000,000
Since 1 January 2022, the law provides for a CHF 1,000,000 allowance on the issuance duty. Specifically, the first CHF 1,000,000 of paid-in capital is exempt from issuance duty, whether at formation or upon a capital increase. The 1% duty only applies to the portion of capital exceeding this threshold.
This allowance is particularly advantageous for SMEs and start-ups: the vast majority of company formations in Switzerland are no longer subject to issuance duty.
Practical calculation: setting up an LLC
Take the example of setting up an LLC in Geneva with a share capital of CHF 20,000:
- Share capital: CHF 20,000
- Allowance: CHF 1,000,000
- Capital subject to issuance duty: CHF 0 (capital below the allowance)
- Issuance duty owed: CHF 0
To learn more about the costs involved in setting up an LLC, consult our page on company formation costs.
Practical calculation: setting up a corporation with high capital
Now take the example of setting up a corporation with a share capital of CHF 2,500,000:
- Share capital: CHF 2,500,000
- Allowance: CHF 1,000,000
- Capital subject to issuance duty: CHF 2,500,000 - CHF 1,000,000 = CHF 1,500,000
- Issuance duty: CHF 1,500,000 x 1% = CHF 15,000
For setting up a corporation in Geneva, find all practical information on our dedicated page: set up a corporation in Geneva.
Capital increase
The issuance duty also applies upon a capital increase. The CHF 1,000,000 allowance is calculated cumulatively: it takes into account existing capital. If an initial capital of CHF 500,000 was already created without issuance duty (within the allowance), a residual allowance of CHF 500,000 remains for any increases.
Example: a corporation with initial capital of CHF 500,000 proceeds with a capital increase of CHF 800,000:
- Total capital after increase: CHF 1,300,000
- Residual allowance: CHF 1,000,000 - CHF 500,000 = CHF 500,000
- Increase subject to duty: CHF 800,000 - CHF 500,000 = CHF 300,000
- Issuance duty: CHF 300,000 x 1% = CHF 3,000
This mechanism makes capital planning important: it may be wise to constitute sufficient initial capital at formation to maximise the benefit of the allowance. We support our clients in this process when determining the optimal share capital.
Premium (share premium)
When shares are issued at a price above their nominal value (with a premium or share premium), the issuance duty applies to the total issue value, including the premium. This is an important point during fundraising rounds where new investors acquire shares at a price reflecting the company's valuation, often well above the nominal value.
Transfer duty
The transfer duty (sometimes called securities transaction stamp duty) applies to the transfer of securities for consideration (purchase/sale) when a Swiss securities dealer acts as party or intermediary in the transaction.
Applicable rates
| Type of security | Transfer duty rate |
|---|---|
| Swiss securities (shares, bonds, Swiss funds) | 0.15% (1.5 per mille) |
| Foreign securities (shares, bonds, foreign funds) | 0.30% (3 per mille) |
The duty is calculated on the consideration of the transaction (purchase or sale price). Each party to the transaction in principle pays half of the duty.
Who is liable?
The transfer duty is not owed by every buyer or seller of securities. It is collected from securities dealers as defined by law, which include:
- Banks and securities brokers subject to FINMA supervision
- Fund management companies and collective asset managers
- Swiss companies whose assets include more than CHF 10 million in securities (securities dealer threshold)
- Pension institutions and insurers holding significant securities portfolios
Natural persons and SMEs whose securities portfolio does not exceed CHF 10 million are not considered securities dealers and are therefore not directly liable. In practice, the transfer duty is nevertheless passed on by banks to their clients as part of transaction fees (brokerage).
Exemptions
Certain transactions are exempt from transfer duty:
- Securities issues on the primary market (already subject to issuance duty)
- Transactions between foreign securities dealers without involvement of a Swiss dealer
- Transactions related to restructurings (mergers, demergers) under the FMA
- Buy-back of own shares by the issuing company (under certain conditions)
- Money market transactions (monetary instruments with a duration of less than 12 months)
Insurance premium duty
The third type of stamp duty applies to insurance premiums paid to Swiss or foreign insurers for risks located in Switzerland. The rate is 5% on the premium amount.
Insurance subject to duty
- Capital life insurance (single or periodic premium capital insurance)
- Annuity insurance (life annuities, term certain annuities)
- Property insurance (fire, natural hazards, theft, machinery breakdown)
- Liability insurance (professional indemnity, motor vehicle liability)
- Supplementary health and accident insurance
Exempt insurance
- Mandatory social insurance: AHV, IV, APG, mandatory BVG (minimum legal 2nd pillar), LAA (mandatory accident insurance)
- Basic health insurance (KVG)
- Unemployment insurance (ALV)
- Reinsurance between insurance companies
In practice, the insurance premium duty is integrated into the premiums charged by insurers. It represents an additional cost of 5% on the company's private insurance policies.
Impact on company formation
For entrepreneurs in the formation phase, the question of issuance duty arises immediately when constituting the share capital.
Capital below CHF 1,000,000: no issuance duty
The good news for the vast majority of company founders: if the share capital does not exceed CHF 1,000,000, no issuance duty is owed. This concerns:
- LLCs with the minimum capital of CHF 20,000
- Corporations with the minimum capital of CHF 100,000
- Any company whose capital does not exceed the CHF 1,000,000 threshold
For practical details and other costs related to formation, consult our page on company formation costs in Switzerland.
Planning capital increases
If you plan to raise funds or increase your capital beyond CHF 1,000,000, it is important to plan the timing and terms of the operation:
- Group increases: rather than several small successive increases, a single operation reduces administrative costs (but not the duty amount)
- Structure contributions: additional contributions (capital contributions without issuing new shares) may be considered as an alternative
- Shareholder loans: in some cases, a shareholder loan rather than a capital increase may be fiscally preferable (subject to thin capitalisation rules)
Restructurings and exemptions (FMA)
The Federal Merger Act (FMA) provides important exemptions from issuance duty for restructuring operations. These exemptions aim not to fiscally penalise economically justified corporate reorganisations.
Exempt operations
| Operation | Main conditions | Exemption |
|---|---|---|
| Merger | Absorption or combination of two existing companies | Issuance duty on newly created securities |
| Demerger | Division of a company into two or more entities | Issuance duty on newly created securities |
| Conversion | Change of legal form (e.g. LLC to corporation) | Issuance duty on newly created securities |
| Asset transfer | Transfer of all or part of assets to another company | Issuance duty (under conditions) |
Conditions to be met
To benefit from the exemptions, the following conditions must be met:
- The entities involved must be Swiss capital companies or cooperatives
- Business continuity must be ensured (no disguised liquidation)
- The operation must comply with the formal requirements of the FMA (registration in the commercial register, approval by shareholders)
- In certain cases, a 5-year lock-up period applies: if the securities received in exchange are disposed of within 5 years, the issuance duty may be claimed retroactively
Planning a restructuring requires an in-depth tax analysis. We support our clients in these operations to optimise the structure and minimise stamp duties. Consult our taxation page for an overview of our services.
Good to know: When setting up your company, AX-Fiduciaire systematically checks the stamp duty impact and advises you on the optimal capital structure. This advice is included in our support for constituting the share capital. Request a quote.