Walder Wyss


Walder Wyss is one of the most successful Swiss commercial law firms. Our clients include national and international companies, publicly held corporations and family businesses as well as public law institutions and private persons.


Corporate Tax

First Swiss-Brazilian DTA to become reality in 2022
Switzerland | 14 May 2021

The first double taxation agreement (DTA) between Switzerland and Brazil will apply as of 1 January 2022. Brazil is already Switzerland's most important trading partner in Latin America, while Switzerland is the sixth largest investor in Brazil. The DTA will further enhance Switzerland's attractiveness for Latin American investments and provide investors with legal certainty in tax matters.

Are Swiss crypto companies subject to FATCA and the automatic exchange of information?
Switzerland | 23 April 2021

Due to the recent increase in the use of innovative financial products, the Common Reporting Standard (CRS) will be expanded in 2021 to cover cryptoassets and virtual currencies. However, until there is formal guidance in this regard, the question remains as to whether and to what extent the US Foreign Account Tax Compliance Act and the CRS apply to cryptoassets and virtual currencies and Swiss companies that develop, use, exchange or invest in such digital assets.

New capital band: greater flexibility in capitalisation of Swiss companies and necessary changes to tax law
Switzerland | 12 February 2021

One of the welcome measures of the Swiss corporate law reform is the so-called 'capital band', which provides companies with more flexibility regarding changes to their capital structure. Since Swiss-listed companies could have used the capital band in an abusive manner to generate tax advantages for certain types of shareholder, the respective tax legislation had to be adapted. All Swiss companies which are considering introducing a capital band should carefully plan ahead.

Federal Council to request Parliament to abolish withholding tax on bonds
Switzerland | 27 November 2020

The abolition of Swiss withholding tax on bonds and other collective debt financings is a welcome measure that allows Switzerland to significantly strengthen its position as an international finance and treasury centre. All types of financing and refinancing activity in Switzerland will be facilitated as adverse withholding tax consequences can be prevented. This fundamental change of the Swiss withholding tax regime is expected to come into force on 1 January 2022 at the earliest.

Tax relief on employee shares in start-ups and other non-listed companies
Switzerland | 13 November 2020

Under the current tax framework, the non-uniform cantonal tax practices on the capital gains treatment and valuation of employee shares in start-ups and other non-listed companies lead to different tax consequences for employees depending on their place of residence. The Swiss Federal Tax Administration recently created a favourable framework for start-ups and enhanced the legal certainty and predictability of the tax consequences with regard to non-listed employee shares.

New tax credit regulation introduced
Switzerland | 06 November 2020

The ordinance concerning the tax credit provided for in applicable Swiss double tax treaties has been significantly amended with effect from 1 January 2020. The new ordinance provides welcome amendments, including an extension of the scope of application to Swiss permanent establishments of foreign companies. In contrast, some of the new features introduced in the ordinance may have a negative effect on taxpayers.

How are Swiss-based international groups affected by EU Directive on Administrative Cooperation?
Switzerland | 31 July 2020

The EU Directive on Administrative Cooperation need not be incorporated into Swiss law, but its impact on groups based in Switzerland may be significant. Considering the directive's broad scope, it is crucial that Swiss-based groups identify qualifying intercompany transactions at an early stage and ensure that they comply with the applicable subsidiary reporting obligations in cases with no involvement of EU intermediaries.

Tax treatment of debt waivers and other debt-to-equity swaps
Switzerland | 29 May 2020

In economic life, debt waivers involving associated companies take on central significance in the context of a restructuring. It can be assumed that restructuring will greatly increase in the near future due to the financial difficulties of many companies resulting from the current COVID-19 crisis. Although the tax treatment of a debt waiver granted by an independent third party is essentially well defined (ie, it is recognised in income), many questions will arise if debt is waived by a related party – namely, a shareholder.

COVID-19 and corporate tax considerations
Switzerland | 08 May 2020

Due to the COVID-19 pandemic, a number of tax return deadlines have been extended for legal entities; however, numerous questions concerning corporate tax requirements for the 2019 and 2020 fiscal years and contentious legal proceedings in tax matters remain. This article examines some of the most salient questions in this regard.

New step-up on migration instrument introduced
Switzerland | 01 May 2020

Foreign companies can now take advantage of a tax-neutral step-up of built-in gains (including self-created goodwill) to fair market value for Swiss direct tax purposes when relocating their legal seat, effective place of management or assets, business units and functions to Switzerland from overseas. The disclosed built-in gains may be depreciated tax-effectively over a specified time period, allowing the Swiss company or branch to reduce its tax burden significantly during the respective timeframe.

Taxation of digital economy: Swiss response to recent OECD statement
Switzerland | 28 February 2020

The Organisation for Economic Cooperation and Development recently released a statement update on a new international framework to allocate part of the profits of multinational enterprises with a substantial digital business footprint in countries in which they have a large user base, but no physical presence. Switzerland has stated that it will maintain its support for the development of a multilateral solution for taxing the digital economy to avoid unilateral actions that jeopardise growth and innovation.

Fundamental changes to Swiss withholding tax on interest payments
Switzerland | 09 August 2019

The Federal Council recently announced its intentions to resume the temporarily suspended Swiss withholding tax reform and set out the general framework to introduce a paying agent tax system with regard to interest payments. However, as the Federal Council's communication did not contain any details, it remains to be seen how the reform will be set out in the draft bill expected in Autumn 2019 and how it will affect paying agents and investors.

Switzerland adopts new corporate tax reform
Switzerland | 24 May 2019

Swiss voters recently approved a new corporate tax reform, which will set the basis for new rules on Swiss corporate taxation and secure and enhance Switzerland's overall attractiveness as a business location. The reform includes a patent box, an R&D super deduction and a notional interest deduction for high-tax cantons. There are also substantial non-tax (revenue-raising) measures and new provisions on social security contributions.

Welcome relaxation of Swiss withholding tax rules on foreign bonds guaranteed by Swiss parent company
Switzerland | 22 February 2019

The Swiss Federal Tax Administration recently relaxed its practice under which bonds that are issued by foreign resident issuers, but guaranteed by their Swiss resident parent company, are requalified as domestic issuances which trigger Swiss withholding tax on interest payments. The revised rules significantly increase the permissible use of proceeds in Switzerland.

Intra-group debt financing: updated safe haven rates and thin capitalisation rules
Switzerland | 15 February 2019

The Swiss Federal Tax Administration recently published the 2019 safe haven interest rates to be used on intra-group loans. Against this backdrop, this article provides an overview of the relevant Swiss tax rules associated with determining whether intra-group financing constitutes equity or debt for tax purposes and the consequences of each characterisation.

End to rulings on Swiss principal companies and finance branches
Switzerland | 30 November 2018

In the context of the bill on the Federal Act on Tax Reform and AHV Financing, the Swiss Federal Tax Administration recently announced that, as of 1 January 2019, it will abstain from granting rulings which safeguard the tax privileges of new principal companies and finance branches. Existing rulings for these regimes will no longer be valid after 1 January 2020 as part of the overall Swiss tax reform.

Swiss Parliament approves corporate tax reform
Switzerland | 28 September 2018

The Swiss Parliament has approved the revised version of Tax Proposal 17, a proposal for corporate tax reform. The new proposal aims to set the basis for new rules on Swiss corporate tax (the last proposal having been rejected in a nationwide referendum) and secure and enhance Switzerland's overall attractiveness as a business location.

Swiss Upper House issues revised Tax Proposal 17
Switzerland | 22 June 2018

The Council of States recently issued a revised version of Tax Proposal 17, a proposal for corporate tax reform. The new proposal is based on the government's March 2017 proposal and aims to set the basis for new rules on Swiss corporate tax (the last proposal having been rejected in a nationwide referendum in February 2017) and secure and enhance Switzerland's overall attractiveness as a business location. Under the proposal, Switzerland will repeal the existing special corporate tax regimes.

Switzerland and Brazil sign double taxation agreement
Switzerland | 18 May 2018

Switzerland and Brazil recently signed a double taxation agreement, which is a major achievement for both countries and has been a long-standing demand of the private sector. The new agreement will significantly increase Switzerland's attractiveness for Latin American investments and provide investors with legal certainty in tax matters.

Government adopts Tax Proposal 17 and submits dispatch to Parliament
Switzerland | 13 April 2018

The government has adopted Tax Proposal 17, a new proposal for corporate tax reform. The purpose of this new proposal is to set the basis for new rules on Swiss corporate taxation and to secure and enhance Switzerland's overall attractiveness as a business location. Under Tax Proposal 17, Switzerland will repeal the existing special corporate tax regimes. As opposed to the proposal that was rejected in February 2017, the current proposal appears to have attracted wider political support.

Initial coin offerings – more clarity on tax implications
Switzerland | 02 February 2018

Switzerland has become a major hub for initial coin offerings (ICOs). Yet to date, there has been little clarity about the resulting tax implications. Recent discussions and tax ruling negotiations with representatives of several tax authorities in Switzerland have provided more clarity on the tax implications of ICOs, at least regarding tokens issued by Swiss companies raising funds under the promise of a participation in future revenues.

Government publishes detailed draft for corporate tax reform
Switzerland | 22 September 2017

The government recently published a new detailed draft for a corporate tax reform. The purpose of this new draft is to set the basis for new rules on corporate tax (the last proposal having been rejected in a nationwide referendum) and to secure Switzerland's overall attractiveness as a business location. The draft includes several measures that have been discussed in the past, but it also addresses the criticism that contributed to the rejection in the February referendum.

Tech, Data, Telecoms & Media

Parliament adopts Information Security Act
Switzerland | 09 April 2021

Parliament recently approved a new Information Security Act (ISA), almost 10 years after proceedings were initiated. The ISA defines the minimum requirements that all federal authorities must fulfil to protect their information and IT infrastructure. Its approval is a welcome milestone which represents the conclusion of a long parliamentary process and will re-establish information security principles in the federal public sectors.

Digital transformation: new cloud strategy and Swiss Cloud initiative
Switzerland | 29 January 2021

The Federal Council recently approved the cloud strategy for the federal administration which, among other things, provides for the further use of public cloud services as a strategic extension of existing IT-sourcing options for the federal administration. On the same day, it published the latest report on the Swiss Cloud – a related initiative to examine whether Switzerland should strive for its own cloud and data infrastructure with regard to data sovereignty and reduced dependency on international cloud providers.

Proposed Film Act revision: investment obligation for online film providers and quotas for European films
Switzerland | 22 January 2021

The Film Act is under revision, with major implications for online film providers. Under the revised act, companies that show films in Switzerland in their programmes or as 'electronic services on demand or by subscription' (ESDS) must use at least 1% of their gross revenues to invest in independent Swiss film productions or pay a compensation fee. In addition, companies offering films in Switzerland as ESDS must allocate a minimum of 30% of their platform capacity to European films.

Federal Council in favour of requiring critical infrastructures to report cyberattacks
Switzerland | 15 January 2021

The Federal Council recently tasked the Department of Finance with drafting a bill which will introduce a cyberattack notification obligation for operators of critical infrastructure. The draft will appoint a central reporting office and provide uniform criteria for all sectors in order to clarify how the reporting procedure would work. This step forward represents a key point of implementation of the national strategy for the protection of Switzerland against cyber risks.

Revised telecoms legislation enters into force
Switzerland | 08 January 2021

Parliament recently revised the federal telecoms legislation – in particular, the Federal Telecommunications Act and its various implementing ordinances. These revised regulations entered into force on 1 January 2021. The revision of the telecoms legislation brings about several fundamental changes that affect consumers as well as telecoms service providers and telecoms operators.

New requirements for film and video game platforms under proposed youth protection legislation
Switzerland | 11 December 2020

The Federal Council recently submitted to Parliament the draft and corresponding dispatch of the new Federal Act on the Protection of Minors in respect of Films and Video Games. Age labelling and age controls for films and video games will be uniformly stipulated throughout Switzerland and made mandatory for films and video games available at public events, through on-demand services and on physical storage media such as tapes, disks or sticks.

Implementation of 2018-2022 national strategy for the protection of Switzerland against cyber risks – quarterly report
Switzerland | 13 November 2020

The Federal Council's Cyber Committee recently adopted a report on the advancement of the 2018-2022 national strategy for the protection of Switzerland against cyber risks and its gradual implementation. The report focuses mainly on the progress made in supporting small and medium-sized enterprises and promoting research and training.

New Swiss DLT regulation as of 2021
Switzerland | 30 October 2020

Parliament recently approved new regulations for blockchain and distributed ledger technology (DLT). The goal of this new legal framework is to further establish and increase Switzerland's reputation as a leading, innovative and sustainable location for fintech and DLT companies. Because Switzerland already has a world-class and pioneering infrastructure for financial markets, these qualities should allow it to remain at the forefront of the DLT and fintech scene.

Revised Data Protection Act approved
Switzerland | 09 October 2020

Parliament recently approved the final draft of the revised Data Protection Act, which is expected to enter into force in 2022. The revision aims to modernise Switzerland's data protection landscape in line with the more sophisticated EU legislation, particularly the EU General Data Protection Regulation, which entered into force in 2018.

Telecoms surveillance legislation: Federal Administrative Court rules instant messaging app not a telecoms service
Switzerland | 25 September 2020

The Federal Administrative Court (FAC) recently issued a ruling concerning the status of instant messaging app Threema from a telecoms surveillance legislation perspective. The consequences of the FAC's ruling, if upheld by the Federal Supreme Court, would exonerate many over-the-top service providers (typically instant messaging and voice call providers) from certain obligations under telecoms legislation. However, businesses active in the telecoms area should nonetheless remain cautious.

FDPIC finds that Swiss-US Privacy Shield does not offer adequate level of data protection
Switzerland | 11 September 2020

The Federal Data Protection and Information Commissioner (FDPIC) recently removed the United States from its list of countries deemed to provide an "adequate level of data protection". Essentially, the FDPIC is of the opinion that legal remedies for data subjects in Switzerland under the Swiss-US Privacy Shield are insufficient. Going forward, businesses must reassess their cross-border data transfers in light of the FDPIC's statement.

Importance of IT security measures in banking relationships: clients may bear risk of being hacked
Switzerland | 14 August 2020

The Federal Supreme Court recently issued a ruling addressing the liability of a securities trading company when hackers break into and use a client's email account to send transfer orders. This case is a stark reminder of the importance for anyone using online accounts and online (email) communications to properly secure their IT systems against hackers and other malevolent third parties. In case of any suspicious activity, it is necessary to immediately assess the situation and react accordingly.

ECJ declares EU-US Privacy Shield Framework invalid – impact on Switzerland
Switzerland | 07 August 2020

The European Court of Justice (ECJ) recently declared that the European Commission's decision that the United States ensured an adequate level of protection of personal data transferred under the EU-US Privacy Shield Framework was invalid. This article examines the effect that the ECJ's decision will have on the Swiss-US Privacy Shield Framework.

Federal Council moves forward in protection against cyber risks
Switzerland | 12 June 2020

The Federal Council recently adopted the Ordinance on Protecting against Cyber Risks (OPCy), which is set to enter into force on 1 July 2020. This move is the next step in a series of measures taken by the Federal Council to adopt a new organisational structure and implement a national strategy to protect Switzerland against cyber risks. Along with the adoption of the OPCy, the Federal Council has also planned for 20 additional positions in the respective offices for cyber risk protection.

Latest MELANI report – most important cyber incidents in second half of 2019
Switzerland | 05 June 2020

The Reporting and Analysis Centre for Information Assurance recently published its latest semi-annual report regarding the most important cyber incidents and cyber risks of the second half of 2019 in Switzerland and abroad. The report contains several practical recommendations for individuals and companies to improve their protection against cyberattacks.

COVID-19 and data protection
Switzerland | 08 May 2020

Data protection laws continue to apply as they did prior to the COVID-19 crisis. However, the Swiss data protection authority, the Federal Data Protection and Information Commissioner, will be aware of the particular challenges and constraints that employers face at present. This article provides an overview of some of the data protection issues that employers face.

IT outsourcing by banks and insurers facilitated by revised regulations
Switzerland | 10 January 2020

On 1 January 2020 the Swiss Financial Market Supervisory Authority implemented various revised rules primarily targeting small banks (the so-called 'small banks regime'). Among other aspects, this will result in a relaxation of IT outsourcing requirements for financial institutions. The amendments are positive and a step in the right direction, as they will allow financial institutions to enjoy more leeway to benefit from IT outsourcing services.

Federal Council considers introduction of cyber incident reporting duty
Switzerland | 20 December 2019

While many countries have introduced far-reaching obligations to report cyber incidents, Switzerland has not yet followed this lead. However, the Federal Council recently adopted a report which considers key issues with regard to the introduction of a general reporting obligation for operators of critical infrastructure. The report also discusses possible implementation models.

Federal Council adopts dispatch to improve legal framework for blockchain and DLT
Switzerland | 13 December 2019

The Federal Council recently adopted a dispatch message to improve the legal framework governing distributed ledger technologies (DLT) in Switzerland. The Federal Council's objective is to increase legal certainty, remove obstacles to DLT-based applications and limit the risk of abuse. The Swiss parliament will examine the dispatch message in early 2020.

Federal Council offers financial assistance to online media
Switzerland | 27 September 2019

In view of the media industry's ostensibly democratic and political role, the Federal Council has decided to adopt effective and feasible support measures. These measures will be implemented by adapting existing laws and incorporating online media into the scope of the Federal Act on Radio and Television. However, the plan to create a new Electronic Media Act has been abandoned.

Review of private WhatsApp messages on work mobile phone deemed unlawful
Switzerland | 19 July 2019

The Supreme Court of the Canton of Zurich recently clarified that employers must clearly regulate the private use of work communication devices, as well as any related control mechanisms. Further, data processing such as verifying WhatsApp chat messages – even if the information is stored on a work mobile phone – must be done in accordance with the more restrictive Article 328b of the Code of Obligations.

Implementation plan adopted for national cybersecurity strategy
Switzerland | 14 June 2019

The Federal Council recently adopted a plan to implement the national strategy to protect Switzerland against cyber risks until 2022 and took additional steps towards the establishment of a cybersecurity competence centre. Work is also underway to develop a cyber-defence campus and strengthen capabilities relating to information acquisition and allocation.

Protection of minors in respect of films and video games: consultation process commenced
Switzerland | 19 April 2019

The Federal Council recently launched the consultation process on the preliminary draft of the new Federal Act on the Protection of Minors in respect of Films and Video Games (Youth Protection Act). The Youth Protection Act, which will comprehensively regulate the protection of minors and close existing legislative gaps, is embedded in a complex set of ongoing legal revisions in a national and international context.

Illegal streaming: internet access providers not liable for third-party platforms
Switzerland | 08 March 2019

The Federal Supreme Court recently ruled that internet access providers are not liable for third-party websites and portals that make movies available for illegal downloading or streaming. Further, internet access providers are not obliged to monitor or block access to such websites and portals.

Federal Council to create new cybersecurity competence centre
Switzerland | 01 March 2019

The Federal Council recently announced its intention to create a cybersecurity competence centre to provide a one-stop national point of contact for all cybersecurity issues. The plan is a response to requests from Parliament and the business community and is a step towards implementing Switzerland's national strategy for protecting against cyber risks.

Highlights of pre-draft Electronic Media Act
Switzerland | 22 February 2019

In June 2018 the Federal Council issued a preliminary draft of the new Electronic Media Act (EMA), which aims to ensure that media content continues to meet high journalistic standards following profound changes in media use over the past decade. This article explores the highlights of the pre-draft EMA, which will replace the current Federal Act on Radio and Television.

New strategy for providing free access to government data
Switzerland | 14 December 2018

The Federal Council recently adopted a new open government data strategy for providing the public with free access to government data. From 2020 onwards, all government data will gradually be made available for free and in a computer-friendly format. The strategy aims to strengthen transparency, accountability and innovation. With a centralised source of information and appropriate support for data users such as researchers and creators, Switzerland will remain an important innovative hub.

Federal Council publishes new Digital Switzerland strategy
Switzerland | 02 October 2018

The Federal Council recently adopted a new Digital Switzerland strategy for the next two years. The new strategy replaces the 2016 strategy and, like its predecessor, aims to prioritise the government's efforts in the digital realm. The new strategy places a stronger focus on initiatives relating to artificial intelligence and smart cities, smart villages and smart regions. It also addresses topics ranging from digitalisation in the transport and energy sectors to e-government and cyber risks.

Government recommendations for IT resilience and cybersecurity
Switzerland | 11 September 2018

The Federal Office for National Economic Supply recently published the Minimum Standard for Improving ICT Resilience, together with a self-assessment tool. Compliance with this standard should allow organisations to successfully fend off cyberattacks and mitigate cyber-risks. The standard follows a similar structure to the US Department of Commerce's National Institute of Standards and Technology Cybersecurity Framework.

Swiss telecoms regulator launches 5G radio frequency awards process
Switzerland | 01 August 2018

In a recent press release, the Federal Communications Commission (ComCom), jointly with the Federal Office of Communications (OfCom), launched the 5G radio frequency awards process. On behalf of ComCom, OfCom will auction several frequency spectrum blocs, which will be licenced for 15 years. These frequencies are important for the introduction of 5G technology in Switzerland and similar auction processes have already taken place or are under way in other jurisdictions.

Revised domain name rules grant further powers to registries and anti-cybercrime services
Switzerland | 24 April 2018

A revised version of the federal Ordinance on Internet Domains recently entered into force. It gives the responsible registries the possibility of temporarily blocking the top-level domain names '.ch' and '.swiss' where they are being used for phishing or malware activities. In addition, anti-cybercrime services can request that registries block the domain names. However, these services require prior recognition from the Swiss Federal Office of Communications.

Revised postal and telecoms surveillance legislation
Switzerland | 29 November 2017

The Federal Council recently announced that the revised Postal and Telecommunications Surveillance Act and its implementing ordinances will enter into force in March 2018. The revised act clarifies, strengthens and broadens the powers of the criminal prosecution authorities when it comes to communications surveillance. More specifically, it seeks to prevent situations where criminal suspects could avoid surveillance by using new technologies.

Draft e-ID Act to be prepared by Summer 2018
Switzerland | 28 November 2017

Switzerland is in the process of adopting legislation on electronic identification. The Federal Council published a preliminary draft e-ID Act and opened it for consultation by any interested actors. The Federal Council recently shared the consultation findings and commissioned the Federal Department of Justice and Police to prepare a revised draft act by Summer 2018.

Federal Council publishes draft of revised Federal Data Protection Act
Switzerland | 03 October 2017

The Federal Council recently issued a draft of the revised Federal Data Protection Act. This draft marks yet another decisive step towards the overhaul of the Swiss data protection landscape. The act's revision is an ongoing process intended to modernise Switzerland's data protection landscape and align it with revised EU legislation.