From 1 January 2016, the AMLA will also apply to traders, i.e. natural and legal persons who trade in movable property on a professional basis and accept cash payments in this context. The Federal Council`s initial proposal to introduce a general limit of CHF 100,000 for cash payments for trade in movable and immovable property was not accepted. According to the revised AMLA, a trader of movable property who accepts cash of more than CHF 100,000 in a commercial transaction is largely subject to the due diligence and documentation obligations applicable to financial intermediaries and must identify the contractual partner. both in terms of business opportunities and from a legal point of view. Swiss law offers parties to risk capital transactions a high degree of legal certainty and flexibility with regard to the relevant agreements and the content of the underlying contracts. Please fill out the form below or email us at firstname.lastname@example.org before May 17, 2017. Private capital gains on shares granted to managers domiciled in Switzerland (if the managers sell their shares/options) are exempt from income tax in Switzerland. Whether a sale of shares under a management incentive scheme qualifies as an exempt capital gain depends on various factors, in particular the extent of ownership rights granted to managers (e.g.
voting rights, dividends). In order to obtain legal certainty as to whether the sale of shares received by managers under a management incentive scheme can be considered a tax-exempt capital gain or taxable personal income, companies generally request a tax ruling from the relevant tax authorities before putting in place a management incentive scheme. Since 1 January 2016, the revised AMLA provides for the obligation for financial intermediaries to identify the beneficial owner of a legal entity in all cases. The concept that an operating company is considered to be the beneficial owner of its assets is abandoned and only natural persons can be the beneficial owners of assets controlled by a financial intermediary. Financial intermediaries are therefore required to take appropriate measures to identify the persons who ultimately control a legal entity. In the case of listed counterparties or subsidiaries of listed companies, no formal identification of beneficial ownership is required. This includes foreign-listed companies; provided that the financial intermediary ensures that appropriate transparency rules apply. In this respect, in our experience, private equity deals are not significantly different from other M&A deals.
The type and number of consultants and stakeholders depends largely on the parties involved and the specifics of the team involved. In addition to legal advice, the parties typically also engage financial and/or tax advisors in connection with a transaction as well as other specialist know-how (e.g. environmental or financial experts) necessary to evaluate the transaction. Other stakeholders are in particular management and employees. Alexander Greter (email@example.com) Nicolas Bonassi (firstname.lastname@example.org) The extension of the obligation to identify the beneficial owners of operating companies presupposes that the legal persons themselves know who their beneficial owners are. To this end, the revised Swiss Code of Obligations introduces a reporting obligation for the acquisition of bearer shares in limited liability companies from 1 July 2015 in order to ensure transparency on the ownership structure of legal persons, as required by the FATF recommendations. Purchasers of bearer shares must disclose their identity to the company or to a financial intermediary designated by the company. The acquisition of bearer-listed shares is exempt from the reporting requirement. This exception is not limited to Swiss stock exchanges and applies to bearer shares listed on a foreign stock exchange, at least if the applicable reporting requirements are comparable to the respective requirements of the Federal Stock Exchange and Securities Trading Act. Similarly, bearer shares issued as book-entry securities under the Book-entry Securities Act are not subject to the reporting requirement.
For reasons of transparency, the revised OC also requires cooperatives to introduce a register of members. Any person who, alone or jointly with third parties, acquires shares in an unlisted company and reaches or exceeds the threshold of 25% of the share capital or voting rights must notify the company within one month and provide the full name and address of the natural person for whom he acts as a last resort (directly or indirectly) (beneficial owner). If the shareholder is a legal person or partnership, any natural person controlling the shareholder must be registered as the beneficial owner. If such a person does not exist, the shareholder must inform the company. The shareholder must also notify the company within three months of any change in the full name or address of the beneficial owner. Sanctions for non-compliance with these rules include suspension of share rights (voting rights and dividends) and criminal sanctions (fines). In February 2012, the Financial Action Task Force (FATF) issued a revised version of its recommendations. These recommendations are considered international standards for combating money laundering and terrorist financing. With the adoption of the Federal Act on the Implementation of the Revised Recommendations of the Financial Action Task Force (FATF) of 12 December 2014, the Swiss Parliament has made important changes to the existing regulations. The most important amendments concern the Federal Act on Combating Money Laundering and the Financing of Terrorism in the Financial Sector (AMLA), the Swiss Criminal Code (SCC) and the Code of Obligations (CO). The provisions on bearer shares and transparency of ownership of legal persons will enter into force on 1 July 2015, the other provisions will apply from 1 January 2016.