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Old 02.12.2013, 19:41
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How to transfer shares of a foreign company to Swiss AG company to meet capital req?

If a Swiss resident owns shares in a non-Swiss private not listed company (e.g. privately held Spanish company) & that person wants to transfer the ownership of those shares into his Swiss AG company which this person owns with his or her spouse, how can he or she accomplish that without incurring large legal accounting costs? shares of foreign company are privately held & could be used to contribute for minimum capital requirement for setting up AG.


Is it a very difficult process because shares are not listed so there is no stock market quotation? can the accountant of the foreign company provide a valuation or does it need to be done by a Swiss accounting firm?


any suggestions, articles, websites would be appreciated

thank you
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Old 02.12.2013, 19:59
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

A share transfer form, sent to the Spanish company who will effect the transfer.
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Old 03.12.2013, 16:30
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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A share transfer form, sent to the Spanish company who will effect the transfer.
Thank you. Where can i get a share transfer form? do you have a website link? Does the AG company need to buy the shares from individual who owns Swiss AG company? I was told that an audit of the value of the shares in needed. Is it true? How is it done?
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Old 03.12.2013, 18:20
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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Thank you. Where can i get a share transfer form? do you have a website link? Does the AG company need to buy the shares from individual who owns Swiss AG company? I was told that an audit of the value of the shares in needed. Is it true? How is it done?
Shares sell for what a buyer will pay, no connection with any audited value . Assuming its an arms length transaction. Auditors do audits.....

Ask the company in question for a transfer form.
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Old 03.12.2013, 20:02
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

I have no legal background - please do not treat my reply as a statement of fact but just as comments based on practical experience.

If the minimum capital requirement is provided fully or partially by assets (other than cash) the incorporation documentation must be accompanied by a valuation certificate (Sacheinlagevertrag) signed by a specifically qualified and authorized (Swiss) auditor (zugelassener Revisor). He will have to analyze and certify the value of the shares provided in lieu and cash - referred to as contribution in kinds. His charges will largely depend on the complexity of assessing the true market value of the shares provided
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Old 04.12.2013, 21:53
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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If the minimum capital requirement is provided fully or partially by assets (other than cash) the incorporation documentation must be accompanied by a valuation certificate (Sacheinlagevertrag) signed by a specifically qualified and authorized (Swiss) auditor (zugelassener Revisor). He will have to analyze and certify the value of the shares provided in lieu and cash - referred to as contribution in kinds. His charges will largely depend on the complexity of assessing the true market value of the shares provided

How can one find a list of these specifically qualified and authorized (Swiss) auditors (zugelassener Revisor)?

Last edited by Jo Flower; 04.12.2013 at 22:10.
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Old 05.12.2013, 07:32
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

The Federal Administration Bern publishes a list of the auditors qualified for this purpose:
https://register.revisionsaufsichtsb...ist.aspx?lg=de

However, in order to keep the costs under control, my recommendation is not to go for the big internationally operating (and well known) organisations but contact a small audit company in the relevant language area where the new Swiss company will be registered. Personally, I would request a quote or negotiate with them a maximum amount for their work.
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Old 05.12.2013, 19:18
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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contact a small audit company in the relevant language area where the new Swiss company will be registered. Personally, I would request a quote or negotiate with them a maximum amount for their work.

Are there any circumstances under which the Swiss authorities would accept valuation from an accountant from the country where the company is based (accountatnt from a main EU country like Germany or France)?
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Old 05.12.2013, 20:02
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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Are there any circumstances under which the Swiss authorities would accept valuation from an accountant from the country where the company is based (accountatnt from a main EU country like Germany or France)?
To my knowledge, this is a definite no.
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Old 05.12.2013, 21:22
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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To my knowledge, this is a definite no.

Thank you. Does the Swiss accountant need to travel abroad where the actual business is located to value the shares in the company that owns the business? If yes, then it might be very expensive. If not, what documents do they need for valuation? Can the foreign company accountant provide the Swiss accountant with all the documentation? What kind of costs are we talking about? A few thousand CHF or more like CHF10-20K?? Is it a simple process or a complicated one?
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Old 05.12.2013, 21:26
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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The Federal Administration Bern publishes a list of the auditors qualified for this purpose:
https://register.revisionsaufsichtsb...ist.aspx?lg=de


Thank you. How do I find a list of accountants' names and contact details as this link is for a search function and I need to have an ID or a number to search for a specific person. Thank you
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Old 05.12.2013, 21:27
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

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Thank you. Does the Swiss accountant need to travel abroad where the actual business is located to value the shares in the company that owns the business? If yes, then it might be very expensive. If not, what documents do they need for valuation? Can the foreign company accountant provide the Swiss accountant with all the documentation? What kind of costs are we talking about? A few thousand CHF or more like CHF10-20K?? Is it a simple process or a complicated one?
Profit & loss accounts, depends what sort of business it is they might value it at 5 x earnings. Who are the Auditors of the Spanish Company? do they have a Swiss branch?

If the company has assets, they want to know what those assets are worth if sold within 90 days, so it depends.
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Old 06.12.2013, 09:20
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

The fee charged by the auditor would, to a large extent, depend on the structure, presentation and contents of the company's (audited) balance sheet and P&L.
Assuming that these numbers are in good shape and possible additional information and supporting documentation, as required by the auditor, is provided in a satisfactory manner, my guess is that costs would be within "a few thousand CHF".
Under normal circumstances, I would not anticipate the necessity for the auditor to go personally to the foreign location. However, this may be necessary, to give an example, if the assets consist mainly of real estate and the auditor would consider it his duty to make his own independent valuation at the location.
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Old 06.12.2013, 09:26
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Re: How to transfer shares of a foreign company to Swiss AG company to meet capital r

re list of qualified auditors: I agree, it is not easy to navigate in their home page.
Send me a PM - indicate which canton(s) you are considering and I will send you a list of names
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