At the OREF Spring Seminar held on 16 June 2026, Per Prod’hom and Stanislas Cramer delivered a presentation on the VAT implications of business transfers. While mergers and acquisitions are often analyzed from a corporate or direct tax perspective, VAT considerations are frequently overlooked despite their potential impact on the structure, timing and overall cost of a transaction.
Share Deals
The first part of the presentation focused on share deals. The speakers reviewed the VAT treatment of the acquisition, holding and disposal of shareholdings, with particular emphasis on recent case law concerning the right to deduct input VAT for holding companies and mixed holding structures. A recent decision of the Swiss Federal Administrative Court provided an opportunity to discuss the practical challenges of allocating input VAT and the implications for corporate groups.
Asset Deals
The presentation then turned to asset deals and the transfer notification procedure under Swiss VAT law. Particular attention was given to the conditions under which the notification procedure is mandatory or optional, the concept of a transfer of a business or a self-sustaining part of a business, and the practical importance of properly documenting the transaction. Recent case law highlighted how contractual documentation and careful planning can significantly reduce VAT risks.
VAT Succession and Joint Liability
The seminar also addressed the rules governing VAT succession and joint liability in the context of business transfers. Recent court decisions confirm that, in certain circumstances, an acquirer may inherit not only the transferred assets but also the VAT rights and obligations of the transferor. These rules underline the importance of thorough VAT due diligence and appropriate contractual risk allocation between the parties.
Overall, the presentation illustrated that VAT should not be viewed as a purely technical aspect of a transaction. Considering VAT issues at an early stage of the transaction process can help mitigate risks, improve cash flow and provide greater legal certainty for both sellers and purchasers.
