Why revenue-based financing matters for Swiss SMEs
Revenue-based financing (RBF) is an alternative form of funding in which an investor or financier provides capital to the company and recovers it through a variable share of revenue until an agreed amount is reached (typically a multiple of the initial investment). Unlike traditional bank debt, it generally does not involve fixed collateral or fixed interest payments; unlike equity, it typically does not involve transfer of shares or voting rights.
In Switzerland, RBF is not governed by specific legislation: it falls under ordinary contract law (Code of Obligations) and is structured as an atypical contract or a mix of contractual elements (financing, profit participation, and possibly a conversion option). It is particularly relevant for SMEs with recurring, predictable revenue — SaaS, e-commerce, B2B services with multi-year contracts — that need liquidity for growth without diluting share capital or accepting the rigidity of a classic bank loan.
This guide examines the typical contractual structure, the impact on cash flow, and accounting treatment compliant with Swiss standards (GAAP/FER), with practical guidance for entrepreneurs and fiduciaries using tools such as Accountex for financial monitoring.
RBF compared with other forms of financing
Before signing an RBF agreement, it is useful to compare it with the most common alternatives among Swiss SMEs:
| Criterion | Revenue-based financing | Bank loan | Equity / investors |
|---|---|---|---|
| Legal basis | Atypical contract (CO) — negotiated clauses | Loan agreement (Art. 312 et seq. CO) | Capital increase / share transfer (Art. 781 CO for GmbH; Art. 651 et seq. CO for AG) |
| Repayment | Variable share of revenue (e.g. 3–8%) until cap | Fixed instalments (principal + interest) independent of revenue | No mandatory repayment — exit or dividends |
| Dilution | Generally none (unless conversion clause applies) | None | Transfer of shares or stock |
| Collateral | Usually no mortgage or pledge — risk borne by financier | Often personal or real collateral | No repayment guarantee |
| Liquidity impact | Outflows proportional to revenue — flexible during downturns | Fixed outflows — insolvency risk if revenue falls | No scheduled repayment |
| Accounting treatment | Financial or hybrid liability — to be defined with fiduciary | Financial debt (liability) | Equity / reserves |
| Effective cost | Variable — depends on revenue and agreed multiple | Fixed interest rate + fees | Dilution and investor return expectations |
| Suitability | SMEs with recurring revenue and stable margins | SMEs with credit history and collateral | High-growth-potential startups |
Contractual structure: essential clauses
A well-drafted RBF contract must precisely define the variables that determine disbursement, repayment, and the parties' obligations. In the absence of specific rules, every clause has legal and accounting significance.
Amount and disbursement terms
The initial investment (advance) is agreed in CHF and may be disbursed in a single payment or in tranches, subject to reaching revenue or growth milestones. The contract must specify the disbursement date, the destination bank account, and conditions precedent.
For corporations (GmbH, AG), verify that the transaction falls within management's authority and that there are no articles of association provisions limiting the assumption of significant liabilities without shareholder approval.
Revenue share and repayment cap
The central clause sets the percentage of revenue allocated to repayment (revenue share), the calculation frequency (monthly or quarterly), and the maximum amount to be repaid (cap, typically 1.3×–2.5× the investment). Define precisely what counts as "revenue": operating income only, VAT excluded, exclusion of extraordinary proceeds, subcontracting revenue, or revenue from foreign subsidiaries.
Include a minimum payment floor clause only if the SME has sufficient margins: in periods of low revenue, a fixed minimum can strain liquidity and bring the contract closer to a loan.
Term, exit and conversion clauses
The contract sets a maximum term within which the cap must be reached. If amounts remain outstanding at expiry, practice varies: automatic extension, payment of the balance, or conversion to equity through a conversion clause (convertible revenue share).
In case of conversion, assess the impact on the commercial register (capital increase with public deed resolution for GmbH under Art. 781 CO, approval clause) and the written form required for share transfer (Art. 785 CO).
Reporting, audit and default clauses
The financier typically requires periodic access to accounting data: monthly revenue, bank statements, trial balance. Define the frequency, format, and delivery deadlines. Default clauses (missed payment, false representations, loss of key clients) trigger accelerated rights: immediate repayment of the remaining cap or penalties.
Pay attention to change-of-control clauses: in the event of a merger, acquisition, or sale of the business, the financier may demand full early repayment.
Impact on liquidity and financial planning
The main advantage of RBF lies in repayment flexibility: when revenue grows, payments increase and the financier recovers more quickly; when revenue falls, outflows decrease, preserving operating liquidity. This mechanism suits SMEs with marked seasonality or long investment cycles.
However, during periods of strong growth, the revenue share can significantly erode available cash flow. An SME with a 6% revenue share on annual revenue of CHF 2 million pays CHF 120,000 per year to the financier — an amount to incorporate into the cash budget and net financing requirement calculation.
Simplified numerical example
| Item | Year 1 | Year 2 | Year 3 |
|---|---|---|---|
| Investment received | CHF 200,000 | — | — |
| Annual revenue | CHF 800,000 | CHF 1,200,000 | CHF 1,500,000 |
| Revenue share (5%) | CHF 40,000 | CHF 60,000 | CHF 75,000 |
| Repayment cap (1.8×) | CHF 360,000 total — remaining balance after year 3: CHF 185,000 | ||
Monitor monthly the ratio between revenue share and gross operating margin (EBITDA). If the share exceeds 15–20% of EBITDA, RBF risks excessively compressing reinvestment capacity. Cash management tools such as those integrated in Accountex allow you to simulate revenue scenarios and calculate the impact on cash balance.
Accounting treatment under GAAP/FER
In Switzerland, there is no specific accounting standard for RBF. Recording follows the general principles of the Code of Obligations (Art. 957 et seq. CO) and, for SMEs adopting professional standards, the Swiss GAAP FER framework. Classification depends on the economic substance of the contract.
1. Receipt of financing
Upon disbursement, record the receipt as a credit to a financial liability:
- •Debit: 1020 Bank — CHF 200,000
- •Credit: 2400 Financial debt to third parties (RBF) — CHF 200,000
If the contract provides for a repayment cap above the investment (e.g. CHF 360,000), the initial liability corresponds to the capital received. The future excess (CHF 160,000) constitutes a financing cost that is recognised progressively with payments.
2. Periodic payments (revenue share)
Each quarter or month, split the payment between principal repayment and financing cost:
- •Debit: 2400 Financial debt — principal portion
- •Debit: 6900 Interest expense / financing costs — implicit interest portion
- •Credit: 1020 Bank — total amount paid
The split may be based on the effective interest rate (EIR) method: calculate the rate that equates expected future cash flows (revenue share) to the present value of the liability. Alternatively, for simple contracts, allocate proportionally between principal and financing cost until the cap is reached.
3. Alternative accounting treatment: hybrid instruments
If the contract includes a mandatory or optional conversion clause into equity, the liability may be classified as a complex financial instrument. In that case, consult your fiduciary to assess the separation between the debt component and the derivative component (conversion option), in line with Swiss GAAP FER 27 (derivative financial instruments) and FER 24 (equity).
| Element | Typical account (SME) | Balance sheet / income statement |
|---|---|---|
| Initial disbursement | 1020 / 2400 | Increase in cash and financial liabilities |
| Principal portion in payments | 2400 / 1020 | Reduction of financial liabilities |
| Implicit interest portion | 6900 / 1020 | Financing cost in income statement |
| Conversion to equity | 2400 / 2800 Share capital + share premium reserve | Liability → equity |
Tax aspects and financial statement disclosure
Payments to the RBF financier are not fully deductible as interest expense. The portion recognised in accounts as a financing cost (implicit interest) is generally deductible for profit tax purposes at federal, cantonal, and municipal level, similarly to interest on bank debt. The principal portion is not deductible, as it constitutes debt repayment. If the financier is a shareholder or related party, verify with your fiduciary the application of FTA circulars on safe harbour rates and thin capitalisation.
In the annual financial statements, the RBF liability should be recorded under short-term or long-term financial debt, depending on the contractual maturity. If the remaining cap is due within 12 months, classify it as a current liability; otherwise, split between current and non-current. In the notes to the financial statements, disclose the existence of the contract, the outstanding amount, and the main terms (revenue share, cap), in compliance with Art. 959b CO and Swiss GAAP FER 3 (presentation principles).
For companies subject to ordinary audit under Art. 727 CO, the auditor will verify correct classification and the principal/interest split. Documenting the contract and allocation calculations facilitates the fiduciary's work and reduces the risk of adjustments at year-end closing.
Operational checklist for entrepreneurs and fiduciaries
Analyse total effective cost (cap / investment)
A cap of 1.8× on CHF 200,000 implies a cost of CHF 160,000. Compare it with the rate on an equivalent bank loan and with the impact of equity dilution.
Define precisely the revenue calculation base
Exclude VAT, extraordinary income, and intra-group sales. Align the definition with account 3200 "Sales revenue" in accounting.
Integrate revenue share into the cash budget
Create a recurring outflow line proportional to projected revenue. Update monthly with actual data from accounting.
Configure accounting entries in Accountex
Set up dedicated accounts (2400 RBF, 6900 RBF financing costs) and, if useful, a template recurring entry for quarterly allocation.
Review default and change-of-control clauses
Before signing, simulate the impact of accelerated repayment on liquidity and the debt ratio.
Document the principal/interest split for the financial statements
Keep the EIR calculation or amortisation schedule for year-end closing and any audit.
Conclusion: a flexible instrument, but one that requires rigorous treatment
Revenue-based financing offers Swiss SMEs a concrete alternative to traditional debt and capital dilution, especially for business models with recurring revenue. The flexibility of revenue-linked repayment is its main strength, but the effective cost can exceed that of a bank loan in scenarios of rapid growth.
From an accounting perspective, RBF is recorded as a financial liability with progressive allocation between principal repayment and financing costs. The absence of specific rules requires case-by-case analysis with your fiduciary, who will assess the substance of the contract and correct presentation in the financial statements. Orderly management of entries and cash monitoring — with tools such as Accountex — makes it possible to benefit from RBF while maintaining control over liquidity, costs, and regulatory compliance.