This article explains how the tax value of shares in non-listed Swiss companies is determined and clarifies the difference between the gross tax value and the net tax value. It shows why majority and minority shareholders may not declare the same value in their tax returns, outlines the role of Circular No. 28, and explains when a standard minority discount applies. The article is aimed at shareholders and board members who want to correctly assess and declare the tax value of their shareholdings.
Introduction
Anyone holding shares in a non-listed Swiss stock corporation faces the same question every year: which tax value must be declared in the tax return?
In many cases, cantonal tax authorities publish two values — the gross tax value and the net tax value. But which one is relevant for you as a shareholder?
This article explains how a company’s tax value is determined in Switzerland, what distinguishes the gross from the net tax value, and why not all shareholders are entitled to declare the same value.
Table of Contents
- How is the tax value of a Swiss stock corporation determined?
- What is the gross tax value?
- What is the net tax value?
- Which value should be declared in the tax return?
- Conclusion
- Support from Konsento
How Is the Tax Value of a Swiss Stock Corporation Determined?
In Switzerland, the tax value of securities without a market price — in particular shares in non-listed companies — is determined by the cantonal tax authorities. The relevant framework is Circular No. 28 (CS 28) issued by the Swiss Tax Conference (STC).
The company’s tax value is typically calculated based on a combination of:
- the earnings value (future earning capacity, usually calculated on the basis of the last two to three financial years), and
- the substance value (net assets according to the balance sheet).
The resulting company value is then allocated proportionally to the total number of shares, resulting in a tax value per share.
As no market price exists, this tax value serves as a proxy for fair market value and forms the basis for the wealth tax levied on shareholders.
What Is the Gross Tax Value?
The gross tax value is the calculated tax value per share without taking into account any deductions or restrictions.
It reflects the full company value as determined in accordance with Circular No. 28.
This value generally applies to majority shareholders who exercise a controlling influence over the company, for example by holding more than 50% of the voting rights.
In such cases, no discount is justified: majority shareholders can influence dividend policy, capital structure and business strategy. Their shareholding is therefore considered fully valuable.
Example:
If a company has a total value of CHF 9,000,000 and 1,000 shares outstanding, the gross tax value amounts to CHF 9,000 per share.
What Is the Net Tax Value?
The net tax value takes into account the economic limitations faced by minority shareholders.
Circular No. 28 therefore allows for a standard discount of 30% on the gross tax value if all of the following conditions are met:
- the shareholder holds no more than 50% of the voting rights,
- the shares are not freely transferable (e.g. restricted or registered shares), and
- no adequate dividend has been distributed.
The purpose of this discount is to reflect both the limited marketability of the shares and the reduced influence over the company. The net tax value thus represents a more realistic and economically realizable asset value.
Example:
Gross tax value: CHF 9,000
→ 30% discount
= net tax value: CHF 6,300 per share
Which Value Should Be Declared in the Tax Return?
In many cantons, tax authorities publish both the gross and net tax values and specify which shareholder categories they apply to.
As a general rule:
This results in
- Majority shareholders with effective control must declare the gross tax value.
- Minority shareholders may declare the net tax value, provided that the conditions set out in Circular No. 28 are met.
However, the discount is not granted automatically to all minority shareholders. The tax authorities assess whether the requirements are fulfilled, in particular whether the company distributes dividends deemed to be adequate.
Cantonal practice may vary slightly: some cantons apply the discount more generously, others more restrictively. It is therefore advisable to consult the guidelines of the canton of residence carefully or, in case of doubt, to seek advice from a tax professional.
Conclusion
The difference between the gross tax value and the net tax value reflects the shareholder’s level of influence and economic position:
- Gross tax value: theoretical company value without any discount
- Net tax value: reduced value applicable to minority shareholders with restricted marketability
In practice, majority shareholders declare the gross tax value, while minority shareholders declare the net tax value — provided the conditions of Circular No. 28 are met. This ensures that wealth taxation reflects economic reality.
Support from Konsento
With Konsento, boards of directors can manage the entire process relating to shareholder tax certificates digitally and in a legally compliant manner.
Tax certificates are automatically personalised in just a few clicks, taking into account the current number of shares held by each shareholder and the relevant tax period. The board of directors can sign and share the documents electronically directly on the platform, without any data leaving Konsento’s secure environment.
Shareholders can download their individual tax certificate as a PDF and use it directly for their tax return.
This allows boards of directors to meet shareholders’ information needs efficiently and save several hours of administrative work compared to traditional processes.