Pillar Two
Swiss substance package
Real, documented presence sized to the structure, built to withstand tax and treaty scrutiny.
Swiss substance packageSPV
administration
A holding, financing or transaction vehicle is usually a quiet entity with a specific job, but it still carries every obligation of a Swiss company, and if it relies on Switzerland for a tax position or a treaty, it now has to look genuinely Swiss when examined. We run the full back office (office, resident director, bookkeeping, governance, banking) in Light, Standard or Substance tiers, sizing the presence to what the structure actually depends on. One accountable team, a vehicle that does its job and holds up under scrutiny.
At a glance
The whole back office, one team.
Light, Standard or Substance — sized to exposure.
- Vehicle
- Holding, financing, transaction
- Covers
- Office, director, books, governance
- Tiers
- Light / Standard / Substance
- Substance
- Sized to what it relies on CH for
- Director
- Genuinely engaged, not passive
The essentials
What SPV administration is
SPV administration runs a special-purpose vehicle (a holding, financing or transaction company under the Swiss Code of Obligations) on a day-to-day basis: registered office, resident director, bookkeeping, governance, tax and VAT filings, and banking. The vehicle, visible on the commercial register, is quiet but fully obligated, and where it relies on Swiss residence it must have real substance. We run the back office in the tier the exposure requires.
Who this is for
- owners of Swiss holding, financing or transaction vehicles;
- groups needing genuine substance for tax or treaty positions;
- SPVs within minimum-tax (Pillar Two) groups;
- those replacing scattered providers with one back office.
Where it fits
SPV administration connects to the substance package, directorship, and the holding company it administers.
The tiers
The three tiers
The tier is set by what the vehicle relies on Switzerland for: the more it depends on Swiss residence, the more real presence it needs.
| Tier | What it provides |
|---|---|
| Light | Office, basic admin, bookkeeping, filings |
| Standard | Adds engaged resident director, governance, banking |
| Substance | Real local decision-making, premises, people |
The tier is a function of exposure, not preference: a vehicle that leans on a treaty or a participation regime needs Substance, while a simple holding may need only Light. Choosing too little leaves the vehicle vulnerable to challenge; too much wastes money. We assess what the structure actually requires and say so plainly.
The match
Which tier fits your structure
The right tier follows from what the vehicle asks Switzerland to support. Common SPV types, and where each usually lands.
| SPV type | Usual tier | Why |
|---|---|---|
| Passive intra-group holding | Light | No treaty or relief claim to defend |
| Treaty-reliant holding | Substance | Beneficial ownership must hold up |
| Financing vehicle | Standard–Substance | Must bear genuine risk, not act as a conduit |
| IP holding | Substance | DEMPE functions must sit here |
| Pillar Two group entity | Substance | Minimum-tax substance carve-out |
The error we unwind most is a vehicle bought at Light that the structure needed at Substance: cheap to run, until a treaty partner or a foreign authority tests it and the relief falls away. We match the tier to the exposure at the outset, and step it up as the vehicle takes on functions it did not start with.
How it runs
How we run it
Set the tier to the exposure, stand up the back office, then run it as a calendar, documented to withstand scrutiny.
- Step 1
Assess the exposure
Understanding what the vehicle relies on Switzerland for, and therefore the substance it needs.
- Step 2
Set the tier
Choosing Light, Standard or Substance to match the tax and regulatory position, not preference.
- Step 3
Stand up the office
Putting in place the registered office, director where needed, bookkeeping, governance and banking.
- Step 4
Run the cycle
Running the accounts, filings, meetings and register updates on a calendar, so nothing is late.
- Ongoing
Document the substance
Keeping the evidence of genuine presence current, so the vehicle holds up if examined.
Budget
What it costs
Cost follows the tier: a Light vehicle is modest, while a Substance vehicle with a resident director, premises and real management is a larger ongoing commitment. The right tier is the one the structure’s exposure requires. Under-providing to save cost is a false economy if the position is then challenged.
We scope and quote against the vehicle and its tier. Pricing is on request.
Discuss your vehicle
What it takes
What a vehicle requires
An SPV that does its job and withstands scrutiny rests on:
- a tier matched to what it relies on Switzerland for;
- substance that is real and documented, not nominal;
- statutory bookkeeping, accounts and filings kept current;
- governance and an engaged resident director where needed;
- coordination with the tax and Pillar Two position.
A paper vehicle is a liability, not a saving
The tempting economy, a registered office and nothing more behind a structure that claims a Swiss tax or treaty benefit, is the one that fails. Tax authorities and treaty partners look through to substance, and a vehicle with no real decision-making, premises or people here will have its residence and its benefits challenged and denied, with reassessment and penalties following. The saving on administration is dwarfed by the cost of the position collapsing. Substance sized to what the structure relies on is not an overhead to minimise but the thing that makes the vehicle work. We size it honestly, even when a higher tier is needed than the client hoped.
Why Goldblum
The back office, in practice
Running the whole back office in the right tier, with substance sized to the structure and documented to withstand scrutiny, is the flagship work of this practice.
Tiered
Sized to the exposure
Light, Standard or Substance set by what the vehicle relies on Switzerland for, not under-built, not over-built.
Real
Substance that holds
Genuine, documented presence sized to the structure, so residence and treaty positions survive a substance challenge.
One team
The whole obligation met
Office, director, books, governance, filings and banking run by one accountable team, not scattered across providers.
Related
Around the vehicle
The board
Directorship services
A qualifying, genuinely engaged Swiss-resident director for the Standard and Substance tiers.
Directorship servicesFirst
Holding company
Forming the holding vehicle we then administer, with substance built in from the start.
Holding company
FAQ
SPV administration: FAQ
01What is SPV administration?
SPV administration is the running of a special-purpose vehicle (a holding, financing or transaction company) on a day-to-day basis: the registered office, the resident director, the bookkeeping and accounts, the governance and minutes, the tax and VAT filings, and the banking. An SPV is usually a quiet entity with a specific job, whether to hold shares, raise or on-lend finance, or sit at the centre of a transaction, but it still has all the obligations of a Swiss company. Administration provides the back office that meets those obligations properly, so the vehicle does its job and stays clean, without the owner staffing it themselves.
02What are the Light, Standard and Substance tiers?
They are three levels of presence, matched to what the vehicle needs to withstand. Light covers the essentials (registered office, basic administration, statutory bookkeeping and filings) for a vehicle with low substance demands. Standard adds a resident director with genuine involvement, fuller governance and banking support. Substance is a real, documented operating presence (local decision-making, premises, people) built to satisfy tax-authority and treaty scrutiny where the structure depends on Switzerland being the genuine seat. The right tier is driven by the tax and regulatory exposure of the structure, not by preference. We assess which the vehicle actually requires and are candid where a higher tier is needed than the client hoped.
03Why does an SPV need substance at all?
Because tax authorities and treaty partners increasingly look through form to substance, and a vehicle that exists only on paper is vulnerable. If an SPV claims to be Swiss-resident (to benefit from a tax position, a treaty, or a participation regime) but has no real decision-making, premises or people here, that residence and those benefits can be challenged and denied. Anti-abuse rules, beneficial-ownership tests in treaties, and the minimum-tax substance rules all push the same way. The amount of substance needed depends on what the structure relies on Switzerland for. We size the substance to that, so the vehicle's position holds when examined rather than collapsing under a substance challenge.
04What does the administration actually cover?
Typically: a registered office at a genuine address in the canton of seat; a resident director where the tier calls for one; statutory bookkeeping, annual accounts and the audit relationship where required; corporate governance covering board and shareholder meetings, minutes, resolutions, the share register; the tax and VAT filings and register updates; and support with banking and the vehicle's transactions. For a Substance vehicle it extends to real local management and premises. The point is a single back office that meets every Swiss obligation the vehicle has, run by one accountable team, so the owner does not have to assemble and supervise separate providers for each piece.
05Is a holding company the same as an SPV?
A holding company is one common type of SPV (a vehicle whose purpose is to hold participations in other companies), but SPVs also include financing vehicles, transaction or acquisition vehicles, and entities set up for a single deal. The administration is similar across them, though the emphasis differs: a holding leans on the participation regime and substance, a financing vehicle on the arm's-length terms of its lending, a transaction vehicle on a defined, often time-limited purpose. We administer all of these, and tailor the governance and substance to what each particular vehicle is for. The formation of the vehicle itself sits alongside, under company formation.
06How does this connect to Pillar Two and minimum tax?
Directly, for vehicles within an in-scope group. The global minimum-tax rules reward genuine substance through a carve-out based on real payroll and tangible assets, and they penalise structures that are artificial. For an SPV in a large group, the substance package is therefore not just about defending Swiss residence in the old sense but about how the vehicle is treated under the minimum-tax calculation. The substance has to be real and documented to count. We size and document the substance with the minimum-tax position in mind, and coordinate with the Pillar Two advice that says how much the structure actually needs.
07Can you provide the resident director?
Yes, where the tier calls for one, and as a genuinely engaged director, not a passive name on the register. A Swiss company must be capable of being represented by a person resident in Switzerland, and for many SPVs we provide a qualifying resident director who takes real responsibility for the governance and decisions made here. That engagement is part of what gives the vehicle its substance; a director who simply lends their name adds liability without adding substance, and we do not offer that. The directorship is provided as part of the administration and carries real duties, which is why it sits in the Standard and Substance tiers rather than the Light one.
08Who owns and controls the SPV during administration?
The owners own and ultimately control the vehicle; administration does not change that. We provide the back office (office, director, books, governance, banking) and where the tier includes a resident director that director carries genuine duties and engagement, but the vehicle remains the owners' and is run for their purposes within the law. Administration is a service, not a transfer of ownership or control: the point is to meet the vehicle's Swiss obligations properly and give it real substance, not to take it over. The balance between the director's genuine role and the owners' control is set out clearly so both are sound.
09How quickly can you take over an existing SPV?
Usually quite quickly, once we understand the vehicle and what it relies on Switzerland for. Taking over an existing SPV means reviewing its current state (accounts, governance record, register entries, banking, and crucially its substance against what the structure depends on) then closing any gaps and assuming the administration in the appropriate tier. A vehicle that arrives current and well-documented transitions fast; one with neglected records or a substance shortfall needs catching up first, which is better done at handover than discovered later under challenge. We assess the state on arrival, are candid about what needs fixing, and take over on a clear basis.
10Can Goldblum run the whole back office?
Yes. That is what SPV administration is. We provide the registered office, the resident director where needed, the bookkeeping and accounts, the governance and minutes, the tax and VAT filings, and the banking and transaction support, in the tier the vehicle's exposure requires. We size the substance to what the structure relies on Switzerland for, document it to withstand scrutiny, and coordinate with the tax and Pillar Two advice that sets the requirement. Because one accountable team runs the whole back office, the vehicle's obligations are met coherently rather than scattered across providers. The aim is a vehicle that does its job and holds up when examined.
Need a vehicle administered properly?
Tell us what the SPV is for and what it relies on Switzerland for. A partner sizes the substance, sets the tier, and runs the back office.