Tax implication of founders shares (reverse) vesting for startup founders?

Taxes
1

A bit of a long shot but perhaps somewhere here knows.

If I start a startup and my founder shares are subject to vesting over e.g. 5 years (1 year cliff, monthly thereafter) what are the tax implications? For example, if we have an exit and sell the company how is the share price determined from a taxation perspective*? Are there better approaches, from a tax perspective, than vesting to encourage founder retention?

* For example: What’s the grant price (FMV? tax authorities formula approach?)? Is there special taxation for privately held shares?

2

If you speak French there is quite good Guidance from Geneva tax authorities

You could try searching online for your canton - though I assume Geneva probably has a whole team maintaining that site given my tax bill!!

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3

vesting always leads to an income taxation event which means you will have rather complicated deductions and tax at source withholdings to deal with if you employ non-swiss employees. I personally don’t understand the 1 year cliff and monthly after, just do it quarterly or bi-yearly from the start and make sure to handle retetion with yearly refreshers so there’s a rolling (growing) pile of unvested shares to keep the carrot on the stick.
For the valuation of a startup I’m not super clear, the ones I’m invested in have a tax valuation of 0, a friend of mine who got ghost shares also has a 0 valuation for those. For publicly traded shares you had the public valuation at vesting as value.

4

Here’s my very noob understanding: This is one of the reasons why a startup should not offer actual stocks, but stock options. In my case I’m working for a startup and I believe our options are valued at 0.01 CHF. So even if you receive thousands of options, the impact will be quite low and they should be treated as assets rather than income. Only once you exercise your right to buy stocks, the company valuation matters. And once you sell the stocks you just generated income which will be income-taxed.

Like I said, my limited understanding.

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