{"id":1442,"date":"2026-10-14T10:42:53","date_gmt":"2026-10-14T08:42:53","guid":{"rendered":"https:\/\/dialog-unlocked.ch\/das-kmu-dilemma-mit-mitarbeiteraktien-und-6-losungsideen\/"},"modified":"2026-10-14T12:29:05","modified_gmt":"2026-10-14T10:29:05","slug":"the-sme-dilemma-with-employee-shares-and-6-possible-solutions","status":"publish","type":"post","link":"https:\/\/dialog-unlocked.ch\/en\/the-sme-dilemma-with-employee-shares-and-6-possible-solutions\/","title":{"rendered":"The SME dilemma with employee shares \u2013 and 6 possible solutions"},"content":{"rendered":"

With [dialog]unlocked, we often encounter this situation with our clients. An SME would like to issue real employee shares, and because the entrepreneurial spirit of co-ownership is a key motivation, the employees should also pay a fair price for the shares. However, the tax value of the shares is too high for the employees to even afford the desired stake. A common dilemma for SMEs in Switzerland. We outline six possible solutions.<\/p>\n

1) Still sell at lower prices<\/h4>\n

Of course, the purchase price for employee shares can generally be freely set. If the tax value seems too high, a lower purchase price can be offered. However, the difference represents, firstly, an immediate taxable income for the employee (income tax and social security contributions). And secondly, depending on how shares are provided, it impacts the company or the shareholders as a cost, loss, and\/or dilution.<\/p>\n

2) Adjusted valuation formula<\/h4>\n

When employee shares are issued for the first time (and no actual market value is available), a suitable valuation formula for the tax value of the employee shares must be established. This can closely follow the “practitioner’s method” according to Circular 28, but depending on the canton and the initial circumstances, there is also scope for adapted versions. For example, different weightings, prior-year periods, capitalization rates \/ multiples, or similar details. This may result in a lower tax value. However, this more “conservative” formula must then be maintained, also for the tax treatment upon future sale of shares.<\/p>\n

3) Contractual blocking period<\/h4>\n

There is no market for employee shares in SMEs, and the shares cannot be freely sold. However, if this is further formalized by explicitly stipulating a multi-year contractual blocking period, a reduction in the taxable value of the shares is granted in return. For a 3-year blocking period, this reduction amounts to approximately 16%, and for 5 years, approximately 25%. This allows employees to purchase the shares at lower prices without having to pay taxes on the difference. However, this tax benefit only impacts the employees: For the company and\/or the shareholders, the purchase price reduction \u2013 depending on how shares are provided \u2013 still results in costs, losses, and\/or dilution.<\/p>\n

4) Employer loan<\/h4>\n

In principle, an employer (or shareholders) may grant a loan to facilitate employee share acquisition. However, this somewhat undermines the entrepreneurial spirit of the share ownership model. From a tax perspective, certain limitations must be observed (maximum loan amount, repayment terms, and minimum interest rate) to avoid unintended tax consequences for employees. Furthermore, this relief for employees initially comes at the expense of the company’s (or shareholders’) liquidity.<\/p>\n

5) Bonus shares<\/h4>\n

With bonus shares, part of the bonus (e.g., 50%) is not paid out in cash, but in the form of restricted shares. Employees thus forgo a portion of the immediate bonus payment in cash, but they don’t have to contribute previously earned money “out of their own pockets” as a purchase price. The economic difference may be small, but in practice, this option is often perceived as lowering the entry barrier for the same amounts of shares. And from a cost perspective, there is usually little change for the company, as only the method of bonus payment changes. However, this only works with an existing bonus scheme. From a legal\/tax perspective, it’s not a purchase, but a free allocation of shares. Therefore, the taxable value of the allocated shares is immediately subject to income tax and social security contributions, and these taxes must be paid from the remaining cash portion (or other income). Thus, bottom line, very little bonus may remain for the employees.<\/p>\n

6) \u00abCombination plus deferral\u00bb<\/h4>\n

In many cases, none of the above approaches, on its own, provides a complete solution to the dilemma described at the beginning. What often resolves the issue in practice is the “combination plus deferral” approach. This involves the following procedure:<\/p>\n