Flagship
SPV administration
The full back office the substance package sits within: office, director, books, governance, banking.
SPV administrationSwiss substance
package
The rules have moved decisively from form to substance: treaty tests, anti-abuse provisions and the minimum-tax carve-out all reward genuine activity and penalise paper presence. A structure that worked on paper a decade ago can be challenged today for lacking substance. We build and document real presence (people, premises, local decision-making) sized to exactly what your structure relies on Switzerland for, so the position holds when examined. Not a more elaborate letterbox: genuine substance, because only genuine substance now does the job.
At a glance
Genuine presence, sized and documented.
Real, not a letterbox. Built to survive scrutiny.
- Elements
- People, premises, decision-making
- Sized to
- What it relies on CH for
- Evidenced by
- Contemporaneous documentation
- Rewarded by
- Minimum-tax carve-out
- Tested by
- Tax authorities & treaty partners
The essentials
What a substance package is
Substance is the genuine economic presence a company has where it claims to be resident: real decision-making, people, premises and activity, not a name on a register. The tax benefits a structure relies on increasingly depend on it being real: the federal tax authorities, treaty partners and the OECD minimum-tax framework all test for it. A substance package builds and documents that presence, sized to what the structure relies on Switzerland for, so the claim holds when examined.
Who this is for
- holdings and SPVs claiming Swiss residence or treaty benefits;
- entities within minimum-tax (Pillar Two) groups;
- structures built in an earlier era with substance gaps;
- groups establishing a genuine Swiss seat.
Where it fits
The package underpins SPV administration and directorship, and is quantified by Pillar Two advice.
The elements
What the package contains
Substance is built from genuine elements, each of which authorities test. The mix is sized to what the structure relies on Switzerland for.
| Element | What it shows |
|---|---|
| People | Qualified staff or directors doing real work here |
| Premises | Genuine office, not just an address |
| Decision-making | Board and management decisions taken here |
| Local management | Bank account and bookkeeping run in Switzerland |
The minimum-tax rules add a direct incentive: a carve-out calculated on real payroll and tangible assets, so genuine people and premises reduce the top-up exposure while a paper presence contributes nothing. We assemble the elements the structure needs and document them as the activity happens.
How it runs
How we build it
Work backwards from what the structure relies on Switzerland for, build the genuine presence, and document it contemporaneously.
- Step 1
Map the reliance
Identifying what the structure depends on Switzerland to deliver: residence, treaty, regime, carve-out.
- Step 2
Size the substance
Determining how much genuine presence the reliance requires, coordinated with the tax analysis.
- Step 3
Build the presence
Putting in place the premises, people, decision-making and local management the structure needs.
- Step 4
Document as you go
Creating contemporaneous evidence (minutes, contracts, records) that the presence is real.
- Ongoing
Keep it real
Running the presence so it stays genuine and the documentation stays current, ready for any review.
Budget
What it costs
Cost scales with the substance the structure needs: dedicated premises and qualified people are a real ongoing commitment, while a lighter package supporting a modest position costs less. The carve-out and the avoided cost of a failed position both offset the spend. Substance is an investment in the structure holding up, not a pure overhead.
We scope and quote against the structure’s needs. Pricing is on request.
Discuss your substance
What it takes
What real substance requires
Substance that withstands scrutiny rests on:
- genuine decision-making actually taking place here;
- qualified people doing real work in Switzerland;
- premises and local management of the entity;
- contemporaneous, credible documentation;
- presence sized to what the structure relies on.
Substance cannot be back-dated
The one thing a substance package cannot do is manufacture historic presence to answer a challenge already underway. Authorities can tell contemporaneous evidence (minutes of decisions genuinely made here, records of work actually done) from a file assembled after the fact, and the latter tends to make a weak position worse. Substance has to be real from the point it is built, and documented as the activity happens. This is why it is built before it is needed, not scrambled together when a query lands. We build genuine presence going forward, and we decline to dress up an empty entity, because that is exactly what fails.
Why Goldblum
Substance, in practice
Sizing the substance to the structure, building genuine presence and documenting it to withstand scrutiny (coordinated with the tax position) is the work this firm does.
Sized
To what it relies on
Presence built backwards from what the structure depends on Switzerland for. Not a generic package, not guesswork.
Real
Genuine, not a letterbox
Actual decision-making, people and premises: substance that passes the test by being true, not by being dressed up.
Evidenced
Documented as it happens
Contemporaneous minutes, contracts and records, so the presence is provable if the structure is ever examined.
Related
Around substance
The board
Directorship services
The engaged resident director whose genuine decision-making is part of the substance.
Directorship servicesThe other half
Pillar Two advisory
The advice that quantifies how much substance the structure actually needs under minimum tax.
Pillar Two advisory
FAQ
Swiss substance package: FAQ
01What is corporate substance?
Substance is the genuine economic presence a company has where it claims to be resident: real decision-making, people, premises and activity, rather than a name on a register. For a Swiss entity, substance is what backs up the claim that the company is actually run from Switzerland: that its board meets and decides here, that qualified people do real work here, that it has premises and manages its own affairs here. Substance matters because the tax benefits a structure relies on (Swiss residence, treaty access, a participation regime) increasingly depend on it being real. A substance package builds and documents that presence so the claim holds when examined.
02Why has substance become more important?
Because the rules have shifted decisively from form to substance over the past decade. Treaty beneficial-ownership tests, anti-abuse provisions, and the OECD-driven minimum-tax framework all reward genuine activity and penalise artificial structures. The minimum-tax rules in particular include a carve-out calculated on real payroll and tangible assets, which directly rewards substance, and they sit alongside long-standing residence and treaty tests that ask where a company is genuinely managed. A structure that worked on paper a decade ago can be challenged today for lacking substance. The package exists because presence now has to be real and evidenced, not asserted.
03What does a substance package contain?
The elements of genuine presence, sized to the structure: a real registered office and, where needed, dedicated premises; qualified people doing actual work in Switzerland, whether a resident director, management or staff; board and management decision-making genuinely taking place here, evidenced by minutes; local management of the bank account and the bookkeeping; and the documentation that ties it all together. The mix depends on what the structure relies on Switzerland for: a holding leaning on a participation regime needs different substance from an operating subsidiary or a financing vehicle. We assemble the elements the particular structure needs, and document them properly.
04How much substance is enough?
Exactly as much as the structure relies on Switzerland for. No universal figure exists, because the requirement is relative to what is at stake. A vehicle claiming significant treaty benefits or sitting in a minimum-tax group needs more genuine presence than a simple holding with modest exposure. The honest answer is reached by working backwards from what the structure depends on Switzerland to deliver, and building the presence to support that. Too little leaves the position vulnerable; too much wastes money on presence the structure does not need. We size it to the actual exposure, which sometimes means more than the client hoped and sometimes less.
05How is substance documented?
Through contemporaneous evidence that the presence is real: board and management minutes showing decisions taken in Switzerland by the people responsible, employment or service arrangements for the people doing the work, the lease or office documentation, records of the bank account being managed locally, and the bookkeeping kept here. The key is that the documentation is contemporaneous and genuine (created as the activity happens, reflecting decisions actually made here), not assembled after the fact to answer a challenge. Authorities can tell the difference. We build the documentation as a by-product of the presence being real, so it is there and credible if the structure is ever examined.
06How does substance relate to Pillar Two?
The minimum-tax rules include a substance-based carve-out that reduces the income subject to the top-up tax, calculated on a percentage of real payroll costs and tangible assets in the jurisdiction. Genuine substance therefore has a direct, calculable effect on a group's minimum-tax position: real people and real assets in Switzerland reduce the top-up exposure, while a paper presence contributes nothing. This is on top of the older residence and treaty reasons substance matters. The substance package and the Pillar Two analysis are two sides of one question, which is why we build the presence with the minimum-tax calculation in view and coordinate with the tax advice that quantifies it.
07Can substance be added to an existing structure?
Yes, and it often needs to be: many structures built in an earlier era have less substance than current rules require, and the time to fix that is before a challenge, not during one. Adding substance to an existing entity means standing up the genuine presence it lacks: real decision-making here, qualified people, premises, local management of the accounts, and the documentation to evidence it going forward. What cannot be done is to fabricate historic substance retroactively; the presence has to become genuinely real from the point it is built. We review existing structures for substance gaps and close them properly, so the structure is defensible from here on.
08Isn't this just a more elaborate letterbox?
No. It is the opposite, and the distinction is the whole point. A letterbox is an address with nothing behind it; a substance package is genuine presence (real decisions, real people, real premises) that happens to be provided and coordinated by us. The test authorities apply is whether the company is actually run from Switzerland, and a substance package passes it by making that true, not by dressing up an empty entity. If a client wants a letterbox, we are the wrong firm: a paper presence behind a structure claiming Swiss benefits is exactly what now fails. We build substance that is real, because only real substance does the job.
09Does an operating company need a substance package too?
An operating company with real staff, premises and activity in Switzerland generally has substance as a by-product of actually operating. Its presence is genuine because the business is genuinely run here. The substance package is most relevant for holdings, financing vehicles and SPVs whose activity is light but which rely on Swiss residence or treaty benefits, because there the presence has to be deliberately built and documented rather than arising naturally. An operating company that has thinned out (outsourced its management, lost its local decision-making) can develop a substance gap too, and a group with both operating and holding entities needs the substance considered across all of them. We assess where the gap actually is.
10Can Goldblum build and run the substance package?
Yes. We assess what the structure relies on Switzerland for, design the substance package to match (premises, people, decision-making, local management) and put it in place, then document it contemporaneously so it withstands tax-authority and treaty scrutiny. We coordinate with the Pillar Two and tax advice that quantifies how much substance the structure actually needs, and we run the presence on an ongoing basis as part of the entity's administration. Where an existing structure has substance gaps, we close them properly. The aim is genuine, documented presence sized to the structure: defensible because it is real, not because it is dressed up.
Will your structure survive a substance challenge?
Tell us what your structure relies on Switzerland for. A partner sizes the substance, builds the genuine presence, and documents it to withstand scrutiny.