Cessation of independent gainful activity, resumption of activity by a public limited company whose shareholders are close relations, liquidation profits of the independent.

The taxpayer works as a self-employed individual. He transfers his business assets to a newly formed company owned by his children and himself for approximately CHF 4.5 million. He has therefore not converted his sole proprietorship into a public limited company.

The tax authorities are checking the value of the intangible assets and applying the practitioners' method, which reveals latent reserves, including goodwill. The value of the intangible assets according to the tax authorities is approximately CHF 10 million.

Cantonal judges apply their case law and confirm that the RI, in these circumstances, can be valued using the practitioners' method.

Federal judges recall that «as regards the valuation of participations in unlisted companies, the Federal Tribunal refers to and applies Circular CSI 28 on the estimation of unlisted securities not only for wealth tax, but also when it comes to determining the fair market value of unlisted securities in the context of corporation tax and income tax». The valuation of unlisted securities is an «area where the cantons enjoy broad discretionary power. Case law has emphasised that the aforementioned circular pursued a goal of horizontal fiscal harmonisation».

The usual reservation of the Federal Court concerning administrative circulars is recalled: «As a directive, the said circular certainly does not constitute federal or inter-cantonal law, creates no rights or obligations and therefore does not bind the judge. However, Circular CSI 28 is recognised, on a consistent basis of case law, as presenting an adequate and reliable method for estimating the market value of unlisted securities, even if it is not excluded that other recognised valuation methods may, in isolation, prove appropriate».

The ruling is in French. This is a Genevan case.

TF, judgment 9C_362/2024, of 8 April 2025