Why valuation is a strategic decision, not an accounting exercise

The value of an SME is not the same as its share capital or the latest profit reported in the financial statements. When a Swiss entrepreneur prepares for a partial or full sale, the entry of an investor, a family succession, or a shareholder dispute, a structured and defensible estimate of the company's economic value is required.

In Switzerland, there is no single mandatory official method for all situations: value depends on the purpose (commercial negotiation, court appraisal, tax return, corporate transaction) and the legal form. A GmbH with two founding shareholders and an SA with external investors require different approaches, even though the underlying accounting principles remain the same.

This guide explains the methods most commonly used by Swiss SMEs, reference sector multiples, the documentation to prepare, and the main tax implications of transferring shares or bringing in new partners, with a practical focus for entrepreneurs and fiduciary firms.

When a business valuation is needed

Valuation is not reserved for large M&A transactions. For an SME, it arises in recurring scenarios:

Sale or shareholder exit

Transfer of GmbH shares or SA stock to a third party, a manager, or a family member. The price must reflect economic value, not only the nominal value of the shares.

Entry of a new shareholder

Capital increase with a cash contribution or transfer of existing shares. Without a shared valuation, the incoming shareholder may overpay or the outgoing shareholder may sell below fair value.

Succession plan or estate division

Transfer of the business to children, compensation among heirs, or valuation in divorce proceedings. The FTA and cantonal authorities may challenge implausible prices.

Internal extraordinary transactions

Merger, demerger, transfer of a business division, buy-out of a minority shareholder, or allocation of stock options to managers. Each transaction requires a documented reference value.

The three fundamental valuation approaches

In Swiss practice, business appraisals combine several methods to produce a value range rather than a single figure. Here are the three pillars:

Method	Logic	Ideal for	Limitations
Asset-based (net asset value)	Adjusted net assets: assets at current value minus debts and liabilities	Property companies, asset-holding companies, companies in liquidation	Ignores future earning capacity and goodwill value
Earnings-based (multiples / capitalisation)	EBITDA or normalised average profit multiplied by a sector coefficient	Operating SMEs with a stable track record: trade, services, crafts, manufacturing	Sensitive to earnings normalisation and the choice of multiple
Financial (DCF)	Discounting of future free cash flows at a discount rate	High-growth companies, with planned investments or differentiated risk profiles	Complex, heavily dependent on assumptions about growth and the discount rate

For most Swiss SMEs with turnover between CHF 500,000 and CHF 20 million, the earnings-based method with EBITDA multiples is the most widely used in commercial negotiations. The asset-based method serves as a value "floor", while DCF is used when the growth profile justifies detailed projections.

Earnings normalisation: the step that makes the difference

Before applying any multiple, you must calculate a normalised EBITDA or net profit — i.e. what the company would generate with a third-party manager, without owner-related extraordinary costs or revenues.

The most frequent adjustments in Swiss SMEs include:

→Owner-manager salary: adjusted to a market salary for the role (CHF 120,000–180,000 for an SME CEO, depending on sector and canton).
→Non-market rent: if the company uses a shareholder's property at rent below or above market value, the difference is adjusted.
→Personal expenses: private vehicles, non-business travel, unjustified intra-group consulting fees.
→Extraordinary items: one-off capital gains, insurance indemnities, legal costs related to litigation, one-off digitalisation investments.
→Founder dependency: if more than 30% of turnover depends on a single client or the owner's personal network, a multiple adjustment is applied (key-person risk discount).

Practical example

An IT services company in Ticino reports accounting EBITDA of CHF 380,000. After adjusting the founder's salary (CHF 40,000 below market), adding market rent (+CHF 24,000), and removing an extraordinary legal cost (CHF 15,000), normalised EBITDA rises to CHF 459,000. It is on this figure — not the balance sheet amount — that the multiple is applied.

Reference multiples for Swiss SMEs

EBITDA multiples (Enterprise Value / EBITDA) vary by sector, size, growth, and customer concentration. The figures below reflect market practice for SME transactions in Switzerland in 2025–2026:

Sector	Indicative EBITDA multiple	Factors that increase the multiple
Professional services (consulting, IT)	4.0× – 7.0×	Recurring contracts, low founder dependency, margins > 20%
Wholesale trade / distribution	3.0× – 5.0×	Diversified customer portfolio, efficient logistics
Crafts and manufacturing	3.5× – 6.0×	Intellectual property, modern machinery, multi-year orders
Hospitality and retail	2.0× – 4.5×	Strategic location, long lease, locally recognised brand
Healthcare and pharmacies	5.0× – 8.0×	Cantonal licences, predictable cash flows, barriers to entry
Recurring B2B services (SaaS, facility management)	5.0× – 9.0×	High contract renewal rate, growing margins

The Enterprise Value obtained from the multiple must then be converted into Equity Value by subtracting net financial debt and adding excess cash. Normalised EBITDA of CHF 500,000 with a 5× multiple produces an Enterprise Value of CHF 2.5 million; if net debt is CHF 400,000, the equity value is CHF 2.1 million.

Documentation to prepare before the valuation

A defensible valuation relies on verifiable data. Before appointing an appraiser or starting negotiations, gather:

1

Financial statements for the last 3–5 financial years

Income statement, balance sheet, and notes in accordance with Swiss standards (Code of Obligations, Swiss GAAP FER where applicable, or equivalent standard).

2

Updated interim financial statements

Intra-year balance sheet showing bad debts, provisions, and investments in progress not yet in operation.

3

Budget and business plan

3–5 year projections with explicit assumptions on growth, personnel costs, investments, and financing requirements.

4

Relevant contracts

Employment contracts of key managers, property leases, agreements with major clients, bank financing, and any shareholders' agreements.

5

Adjustment register

Documented list of all normalisation adjustments applied, with justification and amount. Tools such as Accountex make it easier to reconstruct normalised EBITDA from ordinary accounting records.

Sale of shares or stock: structure of the transaction

In a GmbH, the transfer of shares to a third party requires written form and, unless the articles of association provide otherwise, approval by the shareholders' meeting (Art. 786 CO). In an SA, the transfer of registered shares — today the usual form in unlisted SMEs — follows the rules set out in the articles and is recorded in the share register; bearer shares are permitted only in limited cases (listed companies or book-entry securities).

The transaction can be structured in two main ways:

Transfer of existing shares

The selling shareholder transfers shares or stock directly to the buyer. The consideration goes to the seller, not the company. Share capital remains unchanged.

This is the most common structure in shareholder buy-outs or sales to managers. The price is negotiated on the economic value of the shares.

Capital increase with a new shareholder

The company issues new shares or stock that the incoming shareholder subscribes for by paying a premium (agio). The portion corresponding to nominal value increases share capital; the premium is allocated to reserves.

Typical structure for the entry of industrial or financial investors. The premium is not tax-deductible for the company, but does not constitute taxable income.

Tax impact: what changes for seller, buyer, and company

Taxation depends on the seller's status (individual or legal entity), the nature of the shareholding (private or commercial), and the structure of the transaction. The following principles apply under federal law; cantonal rates vary.

Party / Transaction	Federal tax	Cantonal/municipal tax	Practical notes
Individual — capital gain on private shareholdings	Generally exempt (Art. 16 DBG)	Exempt in most cantons	Condition: shareholding classified as private assets, not commercial activity
Individual — securities dealer	Capital gain taxed as income	Ordinary income taxation	Risk if frequent disposals or if the shareholding is classified as commercial activity
Operating company — sale of qualifying shareholding	Exempt if holding ≥ 10% for at least 1 year (cf. Art. 69 DBG)	Exempt in most cantons	Qualifying shareholding: at least 10% of capital or of profits and reserves, held for at least one year
Securities transfer tax	0.15% on Swiss securities; 0.3% on foreign securities (if intermediary involved)	—	Direct transfers between private parties without an intermediary may be exempt; verify case by case
Future dividends for the new shareholder	35% withholding tax (refundable on tax return)	Partial taxation (50–70% exempt in cantons)	Qualifying dividends if shareholding ≥ 10%; otherwise full taxation

Warning: implausible price

If a shareholding is transferred to a family member or a related company at a price below market value, the tax authorities (FTA and cantonal) may reclassify the difference as a gift subject to cantonal gift tax, or as hidden remuneration. Similarly, an excessive price paid by a related buyer may be reclassified as a hidden contribution or gift. An independent appraisal is the best protection in both directions.

Entry of a new shareholder: price, premium, and dilution

When a new shareholder enters through a capital increase, the subscription price consists of two elements: nominal value (which increases share capital) and the premium (which goes to the company's reserves). The premium is calculated as the difference between the total price paid and the nominal value of the new shares.

For existing shareholders, the entry results in dilution of the percentage stake, but not necessarily a loss of value: if the new shareholder pays a premium based on a correct valuation, the value per share may remain unchanged or increase.

Example: entry of a 30% shareholder in a GmbH

Estimated total economic value: CHF 2,000,000. Current share capital: CHF 100,000 (100 shares at CHF 1,000). The new shareholder acquires 30% for CHF 600,000.

Structure: capital increase of CHF 42,857 (43 new shares) + premium of CHF 557,143. Share capital after the transaction: CHF 142,857. The founding shareholder holds 70% of a company that has received CHF 600,000 in fresh liquidity.

The incoming shareholder has no capital gain to declare (they bought, not sold). Existing shareholders do not realise a taxable gain until they transfer their own shares.

Common mistakes to avoid

Valuing based on latest net profit alone: an exceptional or negative year distorts the result. Use a weighted average over 3–5 years or normalised EBITDA.
Ignoring net debt: a multiple applied to EBITDA produces enterprise value, not equity value. Always subtract net financial debt.
Overlooking earn-out clauses: if part of the price depends on future results, define the metrics, measurement period, and accounting treatment of differences precisely.
Underestimating due diligence: the buyer will verify contracts, litigation, tax position, and AHV/BVG compliance. Discrepancies between the valuation and documented reality weaken the negotiation.
Failing to formalise the agreement: shareholders' agreement, transfer agreement, independent appraisal, and shareholders' meeting resolution must be consistent with each other and with the agreed price.

Operational checklist before selling or opening the capital

✓Calculate normalised EBITDA over the last 3 financial years with documented adjustments
✓Determine a value range using at least two methods (earnings-based + asset-based)
✓Verify the tax classification of the shareholding (private vs commercial) for each selling shareholder
✓Obtain an independent appraisal if the transaction involves related parties
✓Agree the structure (direct transfer vs capital increase with premium) with the tax adviser
✓Prepare the data room: financial statements, contracts, organigram, updated tax and social security position
✓Update the share or stock register and file changes with the Commercial Register
✓Plan post-transaction liquidity: potential taxes, securities transfer tax, notarial and legal fees

A well-prepared valuation does more than set a price: it shortens negotiation time, limits the risk of tax challenges, and makes it possible to structure a transaction that protects both the seller and the incoming party. With up-to-date, documented ordinary accounting — such as that managed in Accountex — the process starts from solid data rather than rough estimates.