For decades, international corporate structures were often designed with a primary objective: efficiency.
In many cases, legal form was sufficient to achieve that goal.
Today, this approach is no longer sustainable.
A fundamental shift is taking place — both in Switzerland and internationally — moving from “form” to “substance”.
1. A global trend driven by regulation
International initiatives such as the OECD’s BEPS framework have significantly reshaped the landscape.
The objective is clear: to ensure that profits are aligned with real economic activity.
As a result, jurisdictions — including Switzerland — are increasingly aligned with stricter expectations regarding:
- Local presence
- Decision-making processes
- Economic justification of structures
2. Swiss banks: the first line of pressure
In practice, one of the most immediate impacts is seen at the banking level.
Swiss banks now act as a first filter.
They expect companies to demonstrate:
- A clear and credible business model
- Real operational activity
- Consistency between structure and transactions
Structures that lack substance often face:
- Delays in account opening
- Increased compliance requests
- In some cases, refusal to onboard or maintain the relationship
3. Tax authorities are raising the bar
Tax authorities are also taking a more assertive approach.
They increasingly challenge:
- Artificial profit allocation
- Lack of local decision-making
- Inconsistent transfer pricing
This can lead to:
- Tax reassessments
- Penalties
- Requalification of transactions
4. Increased responsibility for directors
Another key evolution is the growing exposure of directors.
Being a director of a Swiss company today is no longer a purely formal role.
Authorities expect directors to:
- Actively participate in decision-making
- Understand the business
- Ensure compliance with local obligations
Failure to do so may result in personal liability risks.
5. What “substance” really means in practice
Substance is not defined by a single criterion.
It is assessed globally, based on a combination of factors, including:
- Physical presence (office, infrastructure)
- Local management and decision-making
- Qualified personnel (if required)
- Coherent business activity
- Proper documentation (contracts, board minutes, etc.)
Most importantly, substance must be consistent with the scale and nature of the business.
Conclusion
“Mailbox companies” are not disappearing overnight.
However, they are becoming increasingly difficult to justify in today’s environment.
The real challenge is no longer to create a structure — but to ensure that it is credible, defensible, and sustainable.
At Altagna Advisory, we assist companies in designing and maintaining structures aligned with today’s regulatory expectations — combining efficiency with robustness.
📩 Contact us to discuss your structure.