What is a B2B referral commission and why it deserves accounting attention

In a B2B context, a finder's fee (or referral commission) is compensation paid to a third party — commercial partner, consultant, former client or another company — who introduced a contract, client or supplier. Unlike internal sales commissions paid to employees, B2B referrals typically involve independent parties and require a separate contract, compliant tax documents and precise accounting treatment.

For Swiss SMEs, managing these commissions correctly avoids disputes with the Federal Tax Administration (FTA) over VAT, issues with withholding tax on cross-border payments and distortions in operating margin. A poorly documented agreement may cause the payment to be classified as a gift, promotional gratuity or disguised remuneration — each with a different tax and accounting treatment.

This guide covers the full cycle: from drafting the contract to accounting entries, with reference to applicable federal law and Swiss accounting standards (Swiss GAAP FER / Code of Obligations).

Types of referral agreements and legal basis

Before invoicing or recording entries, it is essential to define the legal nature of the agreement. Switzerland has no specific law on finder's fees: the general provisions of the Code of Obligations (CO) on contracts for work and services, agency and commission apply.

Model	Description	CO basis	Main risk
Pure referral agreement	The referrer introduces a contact; the SME closes the deal independently	Art. 394 et seq. CO (agency)	Ambiguity as to when the commission entitlement arises
Intermediation agreement	The referrer actively participates in negotiations until signing	Art. 425 et seq. CO (commission)	Classification as commercial agent with additional obligations
Channel partnership	Framework agreement between two companies with recurring percentage on generated contracts	Innominate contract / CO	VAT treatment of recurring commissions and international reverse charge
One-off success fee	Fixed or percentage payment upon occurrence of an event (e.g. M&A closing, first order)	Art. 394 et seq. CO	Difficulty matching expense to revenue in the accounting period

Essential elements of a referral agreement

A written contract — even in the form of a framework agreement with general terms — protects both parties and provides the documentary basis for audit and review. Auditors and the FTA require the ability to reconstruct the reason for payment.

Mandatory clauses

Precise definition of the «referred deal» and when the entitlement arises (contract signing, first payment, actual receipt of funds)
Calculation formula: percentage on net or gross, fixed amount, maximum cap
Referrer exclusivity or non-exclusivity
Term and termination, including commissions on deals in progress at termination
VAT treatment: taxable supply, exempt or reverse charge
Obligation to issue an invoice compliant with the VAT Act (VAT Act)

Protective clauses

Confidentiality regarding client data and commercial terms (FADP compliance)
Non-solicitation of the referred client for a defined period
Referrer's declaration of operating on an independent basis (no employment relationship)
Indemnification for referrals already under internal negotiation
Jurisdiction and applicable law (Swiss law)
Compliance with sector code of conduct, where relevant

If the commission exceeds CHF 50,000 or the agreement runs for several years, prior legal review is prudent. For payments to individuals resident abroad, also verify international reporting obligations and withholding tax requirements.

VAT treatment of referral commissions

Under the VAT Act, a B2B commercial referral service is in principle a taxable service at the standard rate (8.1% from 1 January 2024). The SME receiving the commission must issue a VAT invoice if it is a taxable person; the party paying the commission may deduct input tax if entitled to do so.

Scenario	VAT taxable person	Treatment
Swiss referrer → Swiss SME	Both registered	Invoice with 8.1% VAT; input tax deduction on client side
Referrer with turnover < CHF 100,000	Exempt from registration (Art. 10 para. 2 VAT Act)	Invoice without VAT; no deduction for the client
EU referrer → Swiss SME	Foreign supplier not registered	Acquisition tax: Swiss SME self-assesses VAT (Art. 45 VAT Act)
Swiss referrer → foreign EU client	Place of supply abroad	Supply rendered abroad — verify place of supply (Art. 8 para. 1 VAT Act)
Commission included in price to end customer	Selling SME	Commission does not alter taxable amount of main sale; it is a separate cost

Note: if the referral is conditional on the referrer purchasing goods themselves, treatment may differ. Always document the standalone «commercial introduction» service to prevent the FTA from reclassifying the payment as an unjustified benefit in kind.

Withholding tax and cross-border payments

When the commission is paid to a foreign beneficiary (individual or non-resident company), different regimes must be distinguished. The 35% anticipatory tax (Withholding Tax Act) applies in particular to income from capital — dividends, interest and similar — not to commissions for independent commercial services. B2B referral commissions qualifying as consideration for commercial services are as a rule not subject to anticipatory tax; taxation follows the ordinary procedure, possibly where a permanent establishment exists in Switzerland. Always verify double taxation treaties (DTTs) and, in doubtful cases, request an FTA ruling.

For payments to foreign individuals acting as independent referrers, the 35% anticipatory tax normally does not apply. If the service is reclassified as an employment relationship, withholding tax on income from dependent activities may instead arise. The practical approach: obtain a tax residence certificate from the referrer, document the independent entrepreneurial nature of the service and verify any social security obligations.

Payments to referrers resident in Switzerland do not trigger the 35% anticipatory tax. Instead, verify whether an individual referrer should be classified as a disguised employee — relevant also for OASI/IV/EO and occupational pension (BVG).

Accounting in compliance with Swiss standards

Under Swiss GAAP FER and SME practice, referral commissions should be recorded in the accrual period in which the payment entitlement arises — not necessarily when cash is received.

Client side (party paying the commission)

The commission is a commercial acquisition cost or distribution cost, depending on company accounting policy. Typical SME chart of accounts:

6600 — Commissions and selling expenses
6601 — Customer acquisition expenses (if segregated)
1170 — VAT on costs (deductible)
2000 — Trade payables

If the commission relates to a multi-year contract (e.g. SaaS), consider amortising the acquisition cost over the contract term if materially significant (matching principle).

Referrer side (party receiving the commission)

The fee falls under operating revenue, not core activity turnover:

3900 — Commission and referral revenue
1100 — Trade receivables
2200 — VAT payable

If referral is the company's main activity, account 3400 (service revenue) may be more appropriate. Maintain consistency between contract, invoice and account used.

Accounting example — Swiss SME pays 5% commission on CHF 100,000 order

A Zurich IT consulting firm pays a referral partner 5% on a contract closed through their introduction. The partner issues a VAT invoice.

Transaction	Account	Debit	Credit
Net commission (5% × 100,000)	6600 Sales commissions	5,000	—
Deductible VAT 8.1%	1170 VAT on costs	405	—
Referral partner invoice	2000 Trade payables	—	5,405

Contract revenue (CHF 100,000) remains recorded separately in account 3200. The commission does not reduce turnover: it reduces operating margin. In Accountex, linking the referrer's invoice to the «Commercial acquisition» cost centre facilitates customer acquisition cost (CAC) analysis.

Invoicing and documentation: practical requirements

Every commission payment must be supported by an invoice meeting Art. 26 VAT Act and, for input tax deduction, Art. 28 VAT Act. Here are the essential fields and checks before payment:

1

Reference to referral agreement

Contract number, date and description of referred deal (e.g. «Commission for introduction of Client ABC SA, contract #2026-042»).

2

Transparent calculation basis

State underlying deal amount, percentage applied and net amount. Attach, if required by contract, deal-closure confirmation signed by the client.

3

Complete tax details

Supplier VAT number (CHE-xxx), rate applied or note «Not subject to tax under Art. 10 para. 2 VAT Act», IBAN for payment. For reverse charge: wording «Self-assessment Art. 45 VAT Act».

4

Retention and audit trail

Retain contract, introduction emails, invoice and proof of payment for at least 10 years (Art. 958f CO). In accounting software such as Accountex, archive documents directly on the accounting entry.

Common mistakes and how to avoid them

Mistake	Consequence	Solution
Payment without invoice («bank transfer only»)	Cost not tax-deductible; VAT irregularity	Insist on invoice before payment; exceptions only for documented de minimis thresholds
Commission deducted from customer invoice	Understatement of revenue and VAT on main order	Record full revenue and commission separately as expense
Failure to self-assess VAT on foreign supplier	Incomplete VAT return; possible FTA penalties	Apply reverse charge and record VAT payable and deductible in accounting
Confusion with customer discount	Distortion of selling price and margin	Distinguish commercial discount (to customer) from commission (to referrer)
No accrual for earned but unbilled commissions	Understatement of liabilities and costs in year-end financial statements	Accrue at 31 December for contractually due commissions (FER 11 / prudence principle)

Operational checklist for year-end closing

Before annual accounts closing, verify that all referral commissions are correctly recorded:

✓List of all active referral agreements with calculation formula and deadlines
✓Reconciliation between CRM (referred leads), closed orders and commission invoices received or issued
✓Accruals for commissions earned on invoiced orders with deferred referrer payment
✓VAT reconciliation: commissions included in return for period of accrual
✓Complete documentation for audit or review: contract, proof of introduction, invoice, payment
✓Disclosure in notes to the financial statements if aggregate amount is materially significant

Conclusion: contractual discipline and accounting rigour

B2B referral commissions are a legitimate and widespread commercial tool among Swiss SMEs, especially in B2B services, commercial real estate, technology and consulting. Compliance does not depend on regulatory complexity, but on consistency between contract, tax document and accounting entry.

Investing time in clearly defining accrual conditions, correct VAT treatment and separate accounting from main turnover avoids costly corrections during audit or FTA review. Integrated accounting software enables automated posting, linking supporting documents and monitoring commercial acquisition cost over time — an increasingly important factor in assessing SME profitability.