Why co-marketing agreements deserve accounting attention
Commercial partnerships between companies — joint campaigns, shared events, co-branded content, or promotional bundles — are increasingly common among Swiss SMEs seeking to expand visibility without multiplying their marketing budget. However, from an accounting and tax perspective, a verbal agreement or a simple email exchange is not enough: clear rules are needed on who bears which costs, how any revenue is shared, and how to document every flow for accounting and VAT purposes.
In Switzerland, accounting for these agreements follows the same logic as any B2B transaction governed by the Code of Obligations (CO) and Swiss accounting standards (Swiss GAAP FER or, for listed companies, IFRS). The key is to distinguish between co-marketing (two brands remain separate, sharing promotional activities) and co-branding (a product or service is presented with both brands), because the contractual, tax, and accounting implications differ significantly.
This guide explains how to structure B2B commercial partnership agreements, allocate costs and revenue transparently, and correctly record every item in the books — with practical examples designed for entrepreneurs, marketing managers, and trustees working with SMEs in Switzerland.
Co-marketing vs co-branding: differences relevant to accounting and taxation
Before drafting the contract, it is essential to define the nature of the collaboration. Here is a concise comparison of the most common models:
| Criterion | Co-marketing | Co-branding |
|---|---|---|
| Brand identity | Both brands remain visible and distinct | A joint offering with both logos on the same product/service |
| Typical example | Joint webinar, social campaign, shared booth at an event | Software + consulting package, physical product with dual branding |
| Revenue | Each party invoices its own customers; shared leads with no direct revenue | Joint revenue to be allocated between partners per contractual key |
| Costs | Promotional expenses shared (50/50, proportional to budget, etc.) | Development, production, and marketing costs shared or charged to the lead partner |
| Contractual basis | Collaboration agreement / co-marketing agreement | Co-branding agreement, trademark licence, possible joint venture |
| Cost accounting | Own marketing expenses + possible reimbursement from partner | Direct costs + share of common costs; possible capitalisation if FER criteria met |
| VAT | Separate invoicing of expense shares; attention to reimbursements between VAT-registered entities | Invoicing of joint revenue or allocation of invoicing between partners |
| Complexity | Moderate — suitable for one-off campaigns | High — requires definition of IP, royalties, and profit allocation |
Essential contractual elements
A well-drafted co-marketing or co-branding agreement avoids disputes and simplifies accounting. Minimum clauses to include:
1. Subject matter and duration
Precisely describe the activity (campaign, event, joint product), the period of validity, and conditions for early termination. For multi-year agreements, include clauses for annual budget review.
2. Cost allocation
Define the allocation key: fixed percentage (e.g. 50/50), proportional to revenue generated, number of leads, or each partner's annual marketing budget. Specify which items are included (media buying, creative production, event logistics, promotional materials) and which remain each party's responsibility.
3. Revenue allocation
For co-branding with joint sales, establish the net revenue percentage due to each partner, collection methods (dedicated account, lead partner's account with subsequent accrual), and settlement frequency (monthly, quarterly).
4. Intellectual property and trademark use
Mutual authorisation to use logos, brand guidelines, territorial limits, and duration of usage rights. In Switzerland, unauthorised use of a registered trademark may constitute unfair competition under the Federal Act on Unfair Competition (UWG).
5. Tax and accounting obligations
Obligation to invoice one's own shares, retain documentation for at least 10 years (Art. 958f CO), and cooperate in the event of a tax audit or review by the Federal Tax Administration (FTA).
Cost allocation: practical models
The choice of allocation method directly affects each partner's margins, liquidity, and tax position:
«Lead partner» model
One partner coordinates the campaign, advances the costs, and invoices the agreed share to the other partner. The advancing partner records the full expense as marketing cost; the reimbursement received reduces the net cost or is recorded as income from expense allocation.
Suitable for one-off campaigns with a defined budget and few partners (2–3). Requires clear documentation: pass-through entry without VAT (Art. 24 para. 6 lit. b VAT Act) or invoice with VAT if it includes a service of one's own.
«Separate costs» model
Each partner directly bears its own items (e.g. A pays for social ads, B pays for video production). No reimbursement flows, but a shared budget and periodic reports are needed to verify balance.
Simplifies accounting when expenses are easily separable. Note: prolonged imbalances may create settlement obligations.
«Common account» model
Partners contribute shares to a dedicated account (management account or joint bank account) from which expenses are paid. Each contribution is recorded as an advance; expenses are allocated proportionally.
Useful for events or trade fairs with many expense items. Requires periodic reporting and account closure at project end.
«Revenue-proportional» model
Common costs are allocated based on revenue generated by each partner through the joint campaign. The partner with higher revenue bears a larger share of marketing expense.
Common in co-branding with bundle sales. Requires reliable conversion tracking and quarterly settlements.
Compliant accounting: shared costs and revenue
Under Swiss GAAP FER, marketing expenses are recorded when the service is performed or the expense incurred (accrual principle). Typical entries for a Swiss SME:
| Transaction | Debit account | Credit account | Example amount |
|---|---|---|---|
| Campaign expense paid entirely by A | 6200 Marketing expenses | 1020 Bank | CHF 10,000 |
| Invoice for 50% reimbursement to partner B | 1100 Accounts receivable | 3400 Income from expense allocation | CHF 5,000 + VAT |
| Partner B records reimbursement received | 6200 Marketing expenses | 2000 Accounts payable | CHF 5,000 + VAT |
| Joint revenue receipt (co-branding) | 1020 Bank | 3200 Sales revenue | CHF 30,000 |
| Partner share accrual (70/30) | 4200 Cost of goods sold / allocation | 2300 Payables to partners | CHF 21,000 to B |
Costs advanced by partner: if A pays on behalf of B, A may record a receivable from B (account 1100 or dedicated transit account) until reimbursement is received. Avoid offsetting amounts without valid tax documentation.
Income from expense allocation vs operating revenue: reimbursement of a marketing expense share does not constitute operating revenue but a cost recovery (account 3400 or transit account). Only revenue from the joint sale of products or services should be recorded as revenue (account 3xxx).
Cost capitalisation: joint development expenses for a co-branded product may be capitalised as intangible assets only if they meet FER criteria (identifiability, control, future economic benefit, measurable costs). Purely promotional marketing expenses are not capitalisable and must be charged directly to the income statement.
VAT (MWST) implications in commercial partnership agreements
The Federal Act on Value Added Tax (VAT Act) imposes precise rules when two VAT-registered entities collaborate commercially:
Expense reimbursements between VAT-registered entities
When one partner invoices its expense share to the other, distinguish: mere reimbursement of expenses incurred in the name and on behalf of the partner, shown separately on the invoice (pass-through entries, Art. 24 para. 6 lit. b VAT Act), is not included in the tax base; if the invoice compensates a service of one's own (e.g. campaign coordination), the consideration is subject to VAT under Art. 18 VAT Act. The invoice must clearly indicate the nature of the service («Q1 2026 co-marketing campaign expense share») and the applicable VAT rate (8.1% from 1 January 2024). Both parties may deduct input VAT if requirements are met.
Gratuitous vs remunerated services
If one partner provides marketing services to the other without consideration (e.g. free visibility on its website), own use (Art. 31 VAT Act) may apply if the partner deducted input VAT on costs used for the gratuitous service and the recipient is not entitled to full deduction. Evaluate case by case with the trustee.
Joint sales and invoicing allocation
In co-branding with a single invoice to the end customer, the partner issuing the invoice must include the full revenue. The share due to the other partner is then invoiced as an intermediate service (commission, licence, or subcontract). Alternatively, each partner invoices its own component directly to the customer, if contractually provided.
Imports and foreign services
Campaigns with foreign suppliers (Google Ads, US platforms) may trigger acquisition tax obligations on foreign services (Art. 45 VAT Act). The VAT-registered entity using the service must self-assess VAT on services received from abroad, even if the expense is subsequently shared with a Swiss partner.
Tax treatment: profit tax and deductibility
Co-marketing and co-branding expenses are generally deductible from the company's taxable income, provided they are justified by commercial use and documented (Art. 57 and 58 LIFD for legal entities). Allocation must be at arm's length: disproportionate shares between related partners may be adjusted during a tax audit.
For co-branding with shared revenue, each partner declares its share of profit. If one partner collects the full amount and pays the share to the other, the liability accrual (payable to partner) reduces the collecting partner's taxable revenue in the relevant period.
Royalties for use of the partner's trademark, if contractually provided, constitute a deductible cost for the licensee and taxable income for the licensor. Rate and terms must be consistent with market prices.
Practical example: co-marketing campaign between two Ticino SMEs
Two SMEs in the Canton of Ticino — a software house (A) and a consulting firm (B) — organise a joint webinar to promote respectively an ERP system and accounting digitalisation services.
Budget and allocation
- Promotional video production: CHF 4,000 (paid by A)
- LinkedIn Ads campaign: CHF 3,000 (paid by B)
- Webinar platform: CHF 500 (paid by A)
- Agreed allocation: 50/50 → net settlement of CHF 750 in favour of A
Accounting flow
- A records CHF 4,500 in marketing expenses; B records CHF 3,000
- A invoices B CHF 750 for expense settlement (pass-through entry, without VAT if shown separately under Art. 24 para. 6 lit. b VAT Act)
- B records the invoice as additional marketing expense
- No shared revenue: each independently invoices clients acquired
- Both retain contract, invoices, campaign report, and participant list for 10 years
Compliance checklist for SMEs
| Area | Check | Required document |
|---|---|---|
| Contract | Written agreement with cost and revenue allocation key | Signed co-marketing / co-branding agreement |
| Budget | Shared budget approved by both parties | Spending plan with items and amounts |
| Invoicing | Every settlement documented with an invoice; VAT only where applicable (not on pass-through entries) | Invoices issued and received |
| Accounting | Monthly entries with dedicated accounts | General journal, bank statements, partner transit account |
| VAT | Periodic VAT return (quarterly, semi-annual, or annual) with services correctly classified | VAT register, input tax deduction records |
| Trademark | Written authorisation to use partner's logo | Contract annex with brand guidelines |
| Settlement | Periodic reconciliation between partners | Quarterly report with balance and payments |
| Archiving | Document retention for 10 years | Digital archive compliant with Art. 958f CO |
Managing commercial partnerships with Accountex
Co-marketing and co-branding agreements generate complex accounting flows: allocated expenses, reimbursements between partners, joint revenue, and periodic VAT obligations. With Accountex, Swiss SMEs can record every transaction with dedicated accounts, issue compliant reimbursement invoices, and monitor balances with commercial partners in real time.
The accounting software allows linking every marketing expense to the partnership project, generating cost allocation reports, and automatically preparing data for the VAT return. For co-branding with shared revenue, transit accounts and settlement entries are managed directly from the general journal, with full traceability for the trustee and any tax audits.
Orderly accounting from the start of the agreement avoids year-end adjustments and ensures every marketing expense item is correctly deducted — leaving partners free to focus on shared commercial growth.