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SEC Filings

20-F
AC IMMUNE SA filed this Form 20-F on 03/21/2019
Entire Document
 

 

D.Exchange controls

 

There are no Swiss governmental laws, decrees or regulations that restrict, in a manner material to us, the export or import of capital, including any foreign exchange controls, or that generally affect the remittance of dividends or other payments to non-residents or non-citizens of Switzerland who hold our common shares.

 

E.Taxation

 

The following summary contains a description of the material Swiss and U.S. federal income tax consequences of the acquisition, ownership and disposition of common shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase common shares. The summary is based upon the tax laws of Switzerland and regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

 

Taxation of AC Immune SA

 

On June 6, 2018, the Swiss Federal Council published the draft bill of the new tax reform named “Tax Proposal 17” (Steuervorlage 17) and there will be a vote on such bill on May 19, 2019. Thus, uncertainty will continue about the future level of Swiss Federal corporate income taxes that may apply to us until revised proposals are put forward and gain acceptance. If the Tax Proposal 2017 is accepted by the public, the main aspects of the reform are expected to come into force no earlier than on January 1, 2020. The Tax Proposal 17 includes – amongst other measures – the following measures:

 

  · repealing the status companies at the cantonal level as well as certain tax practices at the federal level, including transitional measures;

 

  · introducing a mandatory patent box regime at the cantonal level, and;

 

  · introducing an optional R&D “super deduction” at the cantonal level.

 

On January 1, 2019, the applicable corporate tax rate in the canton of Vaud was reduced to an actual combined effective Swiss income tax rate of 13.63%.

 

Swiss Tax Considerations

 

Federal, cantonal and communal individual income tax and corporate income tax

 

Non-Resident Shareholders

 

Shareholders who are not resident in Switzerland for tax purposes, and who, during the relevant taxation year, have not engaged in a trade or business carried on through a permanent establishment or fixed place of business situated in Switzerland for tax purposes (all such shareholders for purposes of this section, “Non-Resident Shareholders”), will not be subject to any Swiss federal, cantonal and communal income tax on dividends and similar cash or in-kind distributions on Shares (including liquidation proceeds and stock dividends) (for the purposes of this section, “Dividends”), distributions based upon a capital reduction (remboursements liés à la réduction de la valeur nominale des actions ) and distributions paid out of reserves from capital contributions (apports de capital) on Shares, or capital gains realized on the sale or other disposition of Shares (see, however, “—Swiss Federal Withholding Tax” below for a summary of Swiss federal withholding tax on Dividends.

 

Resident Private Shareholders

 

Swiss resident individuals who hold their Shares as private assets are required to include Dividends, but not distributions based upon a capital reduction (remboursements liés à la réduction de la valeur nominale des actions) and distributions paid out of reserves from capital contributions (apports de capital), in their personal income tax return and are subject to Swiss federal, cantonal and communal income tax on any net taxable income for the relevant taxation period, including the Dividends, but not the distributions based upon a capital reduction (remboursements liés à la réduction de la valeur nominale des actions) and distributions paid out of reserves from capital contributions (apports de capital). Capital gains resulting from the sale or other disposition of Shares are not subject to Swiss federal, cantonal and communal income tax, and conversely, capital losses are not tax-deductible for Resident Private Shareholders (the shareholders referred to in this paragraph for the purposes of this section, “Resident Private Shareholders”). See “— Domestic Commercial Shareholders” below for a summary of the taxation treatment applicable to Swiss resident individuals, who, for income tax purposes, are classified as “professional securities dealers”.

 

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© AC Immune 2015