Why shareholder loans deserve attention in a GmbH
In Swiss GmbHs, it is common for shareholders to temporarily finance the company with their own funds, in addition to their capital contributions. These are entirely lawful and often necessary transactions — for example, to cover a liquidity need before bank financing is obtained, to fund an investment, or to bridge a cash shortfall between two receipts.
However, a shareholder loan is not a simple "money in" on the current account. From the perspective of the Code of Obligations, accounting and tax law, the company incurs a debt to a closely related shareholder. If documentation is missing, if the interest rate is off-market, or if the debt position exceeds permitted limits, the tax authorities may reclassify part of the financing as Verdecktes Eigenkapital (hidden equity) or as Verdeckte Gewinnausschüttung (hidden profit distribution).
This guide explains how to set up shareholder loans in a GmbH in a compliant manner: from the shareholders' resolution to balance sheet accounting, with reference to the safe-haven rates published by the FTA (ESTV) for 2026.
Legal framework: loans to and from the company
The GmbH is governed by arts. 772–827 CO. For financing relationships between shareholders and the company, the provisions on creditor protection and conflicts of interest apply in particular:
Shareholder loan to the GmbH
The shareholder provides funds to the company by way of financing (Passivdarlehen). The company becomes the debtor; the shareholder holds a claim against the GmbH, as a rule pari passu with other non-preferential creditors, unless a subordination agreement applies.
Notarial form is not required, but a written loan agreement and a shareholders' resolution acknowledging it are advisable, especially if the shareholder is also a manager with signing authority.
Loan from the GmbH to a shareholder
When the company finances a shareholder (Aktivdarlehen), arts. 814 and 826 CO require caution: the loan must not prejudice the interests of the company's creditors (prohibition on repayment of contributions, art. 826 CO) or those of the other shareholders.
In practice, a shareholders' resolution, verification of the company's ability to pay, and an interest rate at least equal to the minimum safe-haven rate are required. Undocumented loans or loans on preferential terms expose managers to personal liability.
Unlike share capital, a shareholder loan is repayable on demand (unless otherwise agreed) and does not confer profit participation rights beyond the contractual right to interest. This distinction is central to correct accounting and tax classification.
Essential documentation
A shareholder loan that can be defended before an auditor, bank or tax authority rests on a complete documentation file. Here are the minimum elements:
- 1Loan agreement — amount (or credit limit), term, interest rate, repayment terms, any subordination vis-à-vis other creditors, currency clause.
- 2Shareholders' resolution — approval of the financing and, where applicable, authorisation of the manager-shareholder in the presence of a conflict of interest under art. 814 CO.
- 3Proof of payment — bank statement with reference "Shareholder loan [name]" and, if possible, a reference to the agreement.
- 4Interest accounting — periodic recording of finance costs and payment (or accrual) of interest to the shareholder; declaration and payment of withholding tax (Verrechnungssteuer) only where a geldwerte Leistung (benefit in cash or cash equivalent) exists.
- 5Shareholder loan register — up-to-date schedule with balance, rate, maturities and repayment movements, useful for year-end closing and the financial statements.
Important: recurring payments without a contract, without interest and without a repayment plan are often interpreted as a de facto capital increase or as a contribution to hidden equity. Document before payment, not afterwards.
Legal rates and 2026 FTA safe-haven rates
The FTA (ESTV) publishes each year the tax-recognised interest rates for financing between related parties (Circulars No. 218 and No. 219). For 2026, the main reference rates for loans in Swiss francs are:
| Type of financing | Direction | 2026 safe-haven rate (CHF) |
|---|---|---|
| Shareholder loan → operating GmbH | Passivdarlehen | Max. 3.5% up to CHF 1 million; max. 1.5% above CHF 1 million |
| Shareholder loan → holding GmbH | Passivdarlehen | Max. 3.0% up to CHF 1 million; max. 1.25% above CHF 1 million |
| GmbH loan → shareholder | Aktivdarlehen | Min. 0.75% (if financed from equity) |
| Shareholder loan → GmbH (EUR) | Passivdarlehen | Max. per FTA table + burden of proof on currency choice |
The limits are calculated by aggregating the loans of all shareholders and closely related persons. If the contractual rate exceeds the safe-haven maximum, the excess interest is not deductible for the company and may be reclassified as a hidden dividend for the shareholder. If the rate is below the minimum (for loans from the company to a shareholder), the shareholder receives a taxable economic benefit.
Safe-haven rates constitute a presumption of correctness: it is always possible to demonstrate through a comparability analysis (benchmarking against market bank terms) that a different rate reflects the arm's length principle. For most SMEs, however, aligning with FTA values is the safest and most audit-friendly approach.
Accounting in compliance with Swiss standards
Under Swiss accounting standards (Code of Obligations and, where applicable, Swiss GAAP FER), shareholder loans fall within long-term or short-term liabilities to related third parties. Typical entries in an operating GmbH:
| Transaction | Debit account | Credit account |
|---|---|---|
| Receipt of shareholder loan | 1020 Bank | 2400 Liabilities to shareholders |
| Interest accrual (at period end) | 6800 Interest expense | 2400 Liabilities to shareholders (or 2100 Current liabilities) |
| Capital repayment to shareholder | 2400 Liabilities to shareholders | 1020 Bank |
| Conversion to share capital | 2400 Liabilities to shareholders | 2800 Share capital / share premium |
In the balance sheet, short-term shareholder loans (maturity within 12 months) are presented under current liabilities; long-term loans under non-current liabilities. Interest accrued but unpaid at 31 December must be recorded as a liability and as finance expense for the period, even if actual payment occurs in the following year.
With accounting software such as Accountex, it is advisable to create an analytical account or cost centre for each financing shareholder, link the loan agreement to the liability position, and automate monthly interest entries. At year-end, a printout of the loan register facilitates the fiduciary's work and reduces the risk of discrepancies between the books and the tax return.
Tax implications for the company and the shareholder
At GmbH level (profit tax)
- Interest on shareholder loans is generally deductible from taxable income, provided the rate falls within safe-haven limits and there is no Verdecktes Eigenkapital.
- Repayment of principal does not affect taxable income: it simply reduces the liability.
- Interest exceeding FTA maximums is denied and may be treated as a hidden distribution.
At shareholder level (income tax)
- Interest received is investment income (art. 20 DBG) and must be declared on the securities/debt schedule.
- It does not benefit from the qualified dividend reduction reserved for participations.
- If the company does not pay interest despite having agreed a rate, the tax authorities may impute to the shareholder taxable income corresponding to the minimum safe-haven rate.
The 35% withholding tax (Verrechnungssteuer, art. 4 para. 1 let. b Withholding Tax Act) does not apply to contractually agreed interest recognised for tax purposes as arm's length and paid regularly. It applies instead to geldwerte Leistungen: interest exceeding safe-haven maximums on Passivdarlehen, insufficient interest on Aktivdarlehen, or other hidden benefits. In such cases, the company must declare the amount on Form 102 within 30 days and pay the withholding tax, unless the shareholder correctly declares it in ordinary tax assessment.
Verdecktes Eigenkapital: when a loan becomes equity
Circular Letter No. 6a of the Direct Federal Tax (2024) governs hidden equity in capital companies. If the GmbH is excessively financed by shareholder loans relative to taxable equity, the excess portion may be reclassified as hidden equity.
Practical consequences: interest calculated on the reclassified portion is not deductible. Furthermore, a capital repayment that reduces the shareholder loan may be interpreted as a dividend distribution, with possible taxation for the shareholder and an obligation to withhold tax.
To avoid surprises, many fiduciaries verify the ratio between total shareholder loans and accounting equity (including reserves and retained earnings) before approving substantial repayments or new financing.
Practical tip: if the financing need is structural rather than temporary, discuss with your adviser a share capital increase rather than a permanent shareholder loan. A capital increase requires a notarial deed and registration in the Commercial Register, but it eliminates the risk of tax reclassification of the debt.
Practical example: bridge financing in a GmbH
TechForm GmbH (fictitious name) has share capital of CHF 20,000 and needs CHF 80,000 to purchase machinery. The sole shareholder contributes CHF 80,000 by way of a loan under an 18-month agreement at 1.5% per annum (within the 2026 safe-haven rate of 3.5% applicable to financing up to CHF 1 million).
| Item | Amount (CHF) |
|---|---|
| Loan received (1.1.2026) | 80,000 |
| Interest 2026 (1.5% × 80,000) | 1,200 |
| Partial repayment (30.6.2026) | −40,000 |
| Balance at 31.12.2026 | 40,000 |
| Deductible interest 2026 (on average balance) | ≈ 900 |
The company records the full finance expense accrued in 2026. The shareholder declares interest actually received as investment income. When the bank disburses the leasing facility, the GmbH repays the remaining balance: a tax-neutral transaction, provided there is no Verdecktes Eigenkapital.
Compliance checklist
Before closing the financial year or submitting the financial statements to the auditor, check the following points:
- Signed loan agreement and shareholders' resolution filed
- 2026 interest rate aligned with FTA safe-haven rates or documented with a market analysis
- Interest accounted for and, where due for geldwerte Leistungen, withholding tax correctly declared and paid
- Shareholder loan register updated with balances and maturities
- Verdecktes Eigenkapital risk assessed before substantial repayments
- Consistency between financial statements, tax return and bank documentation
Orderly management of shareholder loans protects the GmbH from tax challenges, simplifies relations with banks and investors, and enables managers to demonstrate compliance with arts. 814 and 826 CO. With digital accounting tools, traceability of these transactions becomes an integral part of the monthly closing workflow, rather than a rushed annual obligation.