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Tax planning, corporate restructuring and sale

Fields of expertise
  • Expertise & Advisory
  • Taxation
Sector
Pharmacy
Year
2017
Client size
>10 people
Location
Switzerland / Geneva / Geneva
Internal collaborators
  • Lucien Zanella
  • Christian Duc
  • Sandra Amari

Our pharmacist client had been approached several years previously by a group of pharmacies interested in purchasing the family pharmacy, in which she had acquired a majority stake in 2003. As she was planning to retire, she decided to sell her pharmacy to this group. The business was owned through a holding company that she had created for financing purposes. A minority stake in the pharmacy was held by another family member who was not involved in its operation.

We advised the vendor throughout the restructuring process (acquisition on credit of the minority stake by the vendor from the family member; capital increase of the holding company through the contribution in kind of the minority stake; inverse merger by absorption of the holding company by its subsidiary, the pharmacy), on tax planning with a view to obtaining tax neutrality in the restructuring and exemption from capital gains tax, right through to the negotiation of the sale price, review of the sale contract and finalisation of the transaction.

A request for a ruling from the tax authorities was needed for this operation to validate the tax neutrality of the restructuring and the exemption from capital gains tax for our client. After negotiating with the tax authorities, we were able to limit the tax charge for our client.

Amari Sandra, Licensed audit expert, deputy Director