Romania-Switzerland taxes when owning part of an AG

Hi everyone,

I’m planning to invest in a company that is to be founded in Romania (an AG) which will then in turn start buying real estate and mimic a REIT (there’s no REIT legislation in Romania).
End of the year they plan to split the profit in this direction:

  • ~50% dividends
  • ~50% free shares as the company’s capital anyway increases (if it makes profit)

Does anyone (preferably from Romania) know how the tax treatment is in this case?
There’s a lot of confusing information on the internet, most of it from tax accounting companies / financial advisors.

a) dividends when arriving in Switzerland will be added to the income and taxed as per whatever marginal tax rate I have.
The convention between countries is vague and specifies “may also be taxed in the contracting state” → so if Romania at some point decides to tax them too…it will.
Not sure though on the tax declaration for a privately held company how they will know those are dividends and to trust the statement. What proof will be required.

b) free shares … no clue how these can be classified

For public shares = not my case (on the Stock Market) shares…if you get them at a discount then diff (real price - discount price) = income.
Here it’s privately held though and if shares are free…I doubt the whole value they have would count as income.

Can anyone pls share some thoughts?

Also, a PM with a good accountant recommendation would be more than appreciated (mine is now starting some courses and won’t have time anymore). Preferably not a company that does this and then changes the contact data for the Steueramt → then you get surprised when they forget to inform you about an invoice or communication, had that in the past already.

No expert on Romania but dividends would normally be taxable in Switzerland. The question might be whether the DTA will mean you get a credit in CH for any taxes you already paid in Romania.

What is meant by free shares? If all shareholders receive shares proportionately to their original holding that is effectively a stock split and would not be taxable in my view. If you receive shares but others shareholders do not, then I assume the value of those shares would be deemed as taxable in Switzerland.

Property abroad held outside an AG would not be taxable in Switzerland (the value of the property and net income or loss would be used to calculate your tax rate)

Thank you @Barto !

Paid also a tax consultant (former employee in fact for the tax authorities) and most of what you said checked out.
For free shares, as they are given without paying, they qualify as income → taxes as per marginal tax rate. That sucks a bit.

Dividends are taxed in CH but Romania MAY (the treaty leaves it open) also impose tax. I can claim in CH what was taxed in Romania already it appears.

I’m really grateful for the help I got here!
It made me phrase my problem statement and possible conclusions properly also to the consultant and make sure he investigates in the right direction.

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thank you for letting me know :grinning: