Open an SPV (special purpose vehicle) company in Switzerland

What Swiss SPVs are used for

Six use cases account for most Swiss SPVs, and each pairs naturally with a legal form. The common thread is isolation: the vehicle owns one thing, owes for one thing, and can be financed, examined or sold without touching the rest of the group.

Two patterns recur. Debt-funded vehicles are AGs because arrangers and rating agencies have standard Swiss documentation for the form. And in club deals the AG's register privacy does real work: co-investors appear only in the private share register, so the ownership of the deal is not searchable on Zefix.

AG or GmbH: which form fits an SPV

Most Swiss SPVs are AGs, and at SPV scale the choice is practical rather than doctrinal. An AG needs share capital of CHF 100,000, of which at least CHF 50,000 is paid in at formation (Art. 621 and 632 CO). Its shareholders never appear in the commercial register, and shares transfer by simple assignment or endorsement, which is what co-investors and an exit by share deal require. A GmbH needs only CHF 20,000, fully paid (Art. 773 CO), but every quotaholder is publicly visible and a quota transfer requires written form and, by default, the approval of the members' meeting (Art. 785 and 786 CO). For a single-owner intra-group vehicle the GmbH's lower capital is a fair saving; for anything with outside investors or a planned sale, the AG earns its extra CHF 80,000 several times over. The same trade-offs apply to any Swiss company, and our company-formation guides treat them in depth.

The purpose clause deserves more drafting time than it usually gets. Art. 626 CO (Art. 776 CO for the GmbH) makes the purpose a mandatory element of the articles, and for an SPV it is the first ring-fencing device: "acquisition, holding and financing of the property at X" reads very differently from boilerplate covering all commercial activities. Lenders and rating agencies read it; so does the tax administration when it asks what the vehicle is for. It has limits, though: under Art. 718a CO the company is bound even by acts outside its purpose towards third parties acting in good faith, so the clause needs covenants in the finance documents behind it.

How to set up an SPV in Switzerland

An SPV is formed by the ordinary incorporation route; what differs is the preparation. The sequence, as of June 2026:

• Settle the structure: legal form, canton of seat, and equity-versus-debt funding. The 1% issuance duty starts above CHF 1 million of equity.
• Draft the articles with the narrow purpose clause and any transfer restrictions.
• Pay the capital into a blocked account at a Swiss bank.
• Sign the deed of incorporation before a notary.
• Register: the company acquires legal personality on entry in the commercial register (Art. 643 CO).

A clean file takes about two to three weeks from drafting to register entry. Where the transaction cannot wait, a shelf company (an already-registered, never-traded AG or GmbH) can be operational within days, with the purpose clause and board changed at handover. Our Swiss company formation service runs the incorporation; for everything the vehicle needs afterwards, office, director, bookkeeping, governance and filings, see SPV administration.

Is a Swiss SPV bankruptcy-remote?

A Swiss SPV is only as bankruptcy-remote as it is engineered to be. Swiss law has no statutory "protected cell" or compartment regime for ordinary companies, nothing equivalent to the segregated compartments of a Luxembourg securitisation vehicle. What it does offer is strict respect for separate legal personality: courts disregard it (Durchgriff) only on abuse of rights under Art. 2 CC. Remoteness is therefore assembled from components:

The practical consequence: where two risks must never meet, use two vehicles. The independent director (typically provided through directorship services) is the closest Swiss practice comes to structural protection, because the ring-fence is contractual and structural, never statutory.

How a Swiss SPV is taxed

A Swiss SPV is taxed like any other Swiss company; there is no special SPV regime. Four items decide the bill.

Corporate income tax. Combined effective rates run from 11.85% in Zug to 20.54% in Bern as of June 2026, so the canton of seat is a structuring decision. Pure holding vehicles with little taxable margin feel this less than financing vehicles earning a spread.

Participation deduction. A holding SPV relieves qualifying dividend income under Art. 69–70 DBG where it holds at least 10% of a company or a participation worth at least CHF 1 million; capital gains qualify from a 10% stake held for one year. On a clean holding vehicle the effective burden on dividend flow approaches zero.

Issuance stamp duty. Equity contributions above a cumulative CHF 1 million franchise bear a 1% federal issuance duty (Emissionsabgabe) under the Stamp Duties Act. The duty is alive: abolition was rejected at the referendum of 13 February 2022, and it remains in force as of June 2026. Equity-funding a CHF 30 million real-estate SPV therefore costs CHF 290,000 in duty; staying within thin-capitalisation safe harbours on the debt side, and the reorganisation exemptions, are the standard mitigants.

Securitisation and bonds. Bond issuance has been free of issuance duty since 1 March 2012, and Swiss receivables programmes work well when placed domestically. The constraint is the 35% federal withholding tax on interest of Swiss-issued bonds (the reform that would have abolished it failed at the referendum of 25 September 2022), which keeps most internationally distributed issuance outside Switzerland.

What substance a Swiss SPV needs

A Swiss SPV needs substance proportionate to what it claims: treaty relief, Swiss residence, the participation regime. Treaty partners test beneficial ownership and where decisions are actually taken; a letterbox fails both. In the vehicles we administer, the test that bites is rarely the office or the resident director in isolation; it is whether the board genuinely decides in Switzerland, with minutes that record deliberation rather than ratify a decision already taken at the parent. For groups with consolidated revenue of EUR 750 million or more, Pillar Two adds arithmetic to the principle: Switzerland has levied a qualified domestic minimum top-up tax since 1 January 2024 and applied the income inclusion rule since 1 January 2025, and the substance-based carve-out is computed from payroll and tangible assets, which a paper vehicle has none of. The working minimum for a vehicle with something to defend: board meetings held in Switzerland, an engaged resident director (Art. 718 para. 4 CO requires one Swiss-resident signatory in any case), books kept at the seat, and premises proportionate to the function. The Swiss substance package builds exactly this.

When a Swiss SPV is the wrong answer

Three situations argue against Switzerland. First, EU-distributed securitisation: an issue that needs an EU prospectus passport or the STS label is better housed in Luxembourg (whose Securitisation Act 2004 also provides the statutory compartments Swiss law lacks) or under Ireland's Section 110 regime. Switzerland sits outside the EU framework and adds the bond withholding-tax problem on top.

Second, small deals: the cost floor does not scale down. Registered office, director, accounting and filings cost roughly the same for a CHF 2 million asset as for a CHF 200 million one, so below mid-seven-figure deal sizes the running costs eat the benefit of isolation, and co-ownership or contractual ring-fencing is usually cheaper.

Third, no one to protect: if no external lender or co-investor relies on the isolation (a group simply wants a Swiss presence or a new line of business), an ordinary subsidiary with a normal purpose clause does the job without SPV engineering. The isolation machinery pays for itself only when someone outside the group depends on it.

What a Swiss SPV costs to run

Four items dominate the running costs of a Swiss SPV: the registered office, the resident director, bookkeeping with annual accounts, and the audit. Most SPVs qualify for a limited audit, and a vehicle averaging fewer than ten full-time employees (almost every SPV) can opt out entirely with all shareholders' consent (Art. 727a para. 2 CO), though financing parties often require audited accounts anyway. As of June 2026, a single-asset vehicle with a professional director typically lands in the low five figures in CHF per year all-in; securitisation vehicles with investor reporting, audits and VAT registration run materially higher. We price per vehicle, against the tier of administration it needs, on request.