A practitioner's checklist for a trading company in Lugano

Structure and incorporation

The establishment of a trading company in Lugano combines company law, tax, Italian law and banking requirements, and the order in which the questions are answered matters. The first decision concerns the structure. A group that intends to trade from Lugano for the long term, needs bank lines and expects to employ several traders will usually incorporate an SA. Its share capital should be one that the financing banks consider adequate, often well above the statutory minimum and denominated in US dollars. A small partnership of two traders may begin as a Sagl. A foreign group that wishes to test the location may open a branch, accepting that banks will look to the head office's balance sheet.¹ The articles of association should define the purpose broadly enough to cover trading, logistics, financing within the group and holding participations, and the organizational regulations should be adopted at the first board meeting.

Incorporation requires a public deed, the deposit of the capital with a Swiss bank, the signature of the founders and the registration in the commercial register in Bellinzona. Opening the capital deposit account is in practice the first test of the project. Swiss banks apply their anti-money laundering due diligence before they accept the deposit, and traders whose owners, counterparties or commodities present higher risks may wait weeks or be refused. Chapter G.III explains the requirements. The residence requirement of Article 718 paragraph 4 CO must be met from the start. The resident signatory should be chosen with the Italian residence rules in mind, since a Swiss director who exercises no real function supports neither Swiss substance nor the rebuttal of the Italian presumption.

Tax, rulings and Italian exposure

Before the company starts trading, the tax position should be clarified with the cantonal tax administration. Where the group is relocating functions or assets from abroad, a ruling on the step-up under Articles 61a DBG and 24c StHG can secure depreciation for several years. Where the group has a related-party purchase or sale structure, a ruling on the allocation of functions and on the remuneration of the Lugano company provides certainty for Swiss purposes. It does not bind the tax authorities of other states. Where a ruling concerns cross-border transfer prices and was given without the involvement of foreign authorities, Switzerland must also pass it on to the states concerned through the spontaneous exchange of information.² If the group's consolidated revenue reaches EUR 750 million, the GloBE position must be modelled and the registration and filing obligations under the Minimum Taxation Ordinance observed.

The Italian exposure requires a separate analysis whenever an Italian resident owns or manages the company. The analysis should cover the CFC test of Article 167 TUIR and the option for the simplified 15 per cent test or the substitute tax. It should examine the residence rules of Article 73 TUIR with the presumption in paragraph 5-bis and the permanent establishment risk arising from employees and agents in Italy. The withholding tax position for dividends to Italian shareholders under Article 9 of the Swiss–EU agreement or the double taxation convention completes the review. Where the owners are relocating from Italy to Ticino themselves, the exit tax and the new Italian residence rules for individuals must be considered, as Chapter H.II describes.

Notes

1. Practitioner's summary; see the section on legal forms above. ↩
2. Ordinance of 23 November 2016 on International Administrative Assistance in Tax Matters (StAhiV), SR 651.11, Art. 8 (definition of a tax ruling) and Art. 9 para. 1 (spontaneous exchange of rulings, among others on cross-border transfer prices "ohne Behördenbeteiligung anderer Staaten") and para. 3 (obligation irrespective of whether the facts have materialized), text at droit-bilingue.ch, https://www.droit-bilingue.ch/de-fr/6/65/651.11-8-11.html and https://www.droit-bilingue.ch/de-fr/6/65/651.11-9-12.html; OECD, Countering Harmful Tax Practices More Effectively, Taking into Account Transparency and Substance, Action 5 – 2015 Final Report, https://www.oecd.org/tax/countering-harmful-tax-practices-more-effectively-taking-into-account-transparency-and-substance-action-5-2015-final-report-9789264241190-en.htm ("compulsory spontaneous exchange of information on rulings that could give rise to BEPS concerns"). ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of August 2025.