Company restructuring and issue stamp duty (DTe)

The creation or increase of capital following a restructuring is not subject to DTe law.

The bank receives a stake in a sister company from another group company. The bank asks the federal authorities for an exemption from DTe, arguing that it is a capital increase resulting from a restructuring. The federal authorities believe that the capital increase is not the result of a freely decided restructuring, but of a requirement from FINMA. The FTA sends an invoice of CHF 5.9M for DTe. The bank contests the FTA's decision up to the Federal Administrative Court (TAF).

The judges of the TAF confirm that the exemption from DTe in the event of restructuring only exists if the capital increase is the result of the taxpayer's economic needs. This is not the case here, as FINMA is requesting a strengthening of equity. Consequently, the CHF5.9M are indeed due.

The judgment is in German.

TAF, judgment A-5377-2023, of 2 July 2025