Facts
The public limited company G. AG, domiciled in Switzerland and active in the trade of goods and participation in similar companies, was 100% owned by the company D. AG until 5 July 1956. On that date, the shares of G. AG were transferred for a symbolic 1 franc to foreign shareholders of D. AG, whose identity was not disclosed. On 9 July 1957, G. AG received an amount of 150,000 francs, qualified as a "loan" in its books. Between 1957 and 1962, G. AG generated net profits that allowed it to almost fully reconstitute its share capital.
The Federal Tax Administration (FTA) considered that the payment of 150,000 francs constituted in reality a capital contribution subject to the issuance stamp duty. It also considered that the "interest" and "commissions" paid by G. AG to its shareholders on this amount should be treated as dividends, and therefore subject to the stamp duty on coupons and withholding tax.
Considerations
The Federal Supreme Court confirmed that the payment of 150,000 francs constituted a capital contribution subject to the issuance stamp duty. It also ruled that the "interest" and "commissions" paid by G. AG to its shareholders should be assimilated to dividends and therefore subject to the stamp duty on coupons and withholding tax.
The Federal Supreme Court considered that the FTA had correctly based its new decision on the considerations of its previous judgment. Indeed, the legal…