You visit a flat in Geneva, you like it, and the broker slips in a sentence that changes everything: “the property is held by an SI”. You are then no longer buying a flat — you are buying the shares of a company which, in turn, owns the flat. Your bank closes the door, your notary talks about latent tax, and nobody explains clearly why. Here is the full explanation, with figures.
What an SI is — and why there are so many in Geneva
A société immobilière (SI) is a limited company whose main asset is a building or a PPE (condominium) unit. The owner on the land register is not a person: it is the company. What the investor holds is shares.
The structure flourished in the 20th century for good reasons at the time: discretion of ownership, easier transfer — shares are transferred without a notarial deed of property sale —, and flexibility to organise family wealth or hold property from abroad. Geneva, an international hub and a canton with high land values, therefore has an unusually large number of them, often set up forty or fifty years ago.
The problem is that the framework that made the structure attractive has changed, and many SIs survive today purely by inertia: nobody has ever worked out what it would cost to exit them.
What you are really buying: shares, not walls
The distinction is not legally cosmetic, it is total.
- In your own name, you are registered on the land register as the owner. The property is yours, you can charge it with a mortgage note, you sell it when you wish.
- Via an SI, you are a shareholder. You do not own the flat: you own a fraction of a company that owns it, with its balance sheet, its debts, its tax history and any hidden liabilities.
You therefore inherit the entire past of the company, not just the four walls you liked. This is the root of all the difficulties that follow.
Why banks no longer follow
This is the question that comes up most often, and the answer lies in the nature of the security.
When you buy in your own name, the bank obtains a mortgage note registered on the land register: a lien on the property itself. In the event of default, it has the property sold. This is solid, standardised security, and it is what explains Swiss mortgage rates.
When you buy SI shares, the bank cannot take this lien: the building belongs to the company, not to you. It has to settle for a pledge of shares. The consequences are mechanical:
- The security is less liquid. Enforcing a property lien is a well-mapped procedure; enforcing shares of an unlisted SI means finding a buyer for a company, with its balance sheet and its risks;
- the value of the security is indirect. Between the building and the shareholder stand the company’s debts: what secures the loan is not the value of the property but the net value of the company;
- the file falls outside standard procedures. It requires a bespoke analysis, a credit committee, and many institutions have simply stopped doing this.
What we observe on the ground in Geneva: buyers financing the purchase of SI shares are rare, obtain less favourable terms, and must bring in more equity. A file that would pass without difficulty in your own name can be turned down when structured as an SI — not because of the borrower, but because of the structure.
The balance-sheet trap: book value is not the value of the property
Open the balance sheet of an SI set up in 1975: the building often appears at its acquisition cost, depreciated over the years. A property worth 4 million today may appear there at 600,000 francs.
This gap has a name: latent reserves. They are not a harmless accounting device — they are a dormant tax liability. The day the company sells the building or is liquidated, the difference between the price obtained and the book value becomes taxable profit.
In other words: buying the shares of an SI means buying the building AND the tax bill sleeping in its balance sheet. A well-informed buyer therefore does not pay for the shares at the price of the building; they deduct the latent tax from it.
Calculating the latent tax: the method, then an example
The method fits into four lines:
- Market value of the property — what it is worth today on the market, established by a valuation based on recorded transactions, never on a listings average;
- minus the book value recorded on the company’s balance sheet;
- = the latent reserve, i.e. the gain that will become taxable on exit;
- × the tax rate applicable to the exit route envisaged — and this is where everything is decided, because this rate depends on the path chosen.
An example, with its stated assumptions. Take a Geneva SI holding a flat valued at 4,000,000 francs, recorded on the balance sheet at 800,000 francs, with no mortgage debt. The latent reserve comes to 3,200,000 francs.
If the company sells the building, this gain is subject to tax on profits and gains on immovable property. The Geneva scale depends on the holding period: at the floor rate of 2% applicable beyond twenty-five years of ownership — the most common case for an old SI —, the tax comes to nearly 64,000 francs. But the matter does not end there: the proceeds of the sale remain within the company. For it to reach you, the SI must then be liquidated and the surplus distributed — a distribution taxed on the shareholder as investment income, with the 35% withholding tax deducted at source and recoverable.
It is this succession of two layers of taxation — the company first, the shareholder afterwards — that makes up the real cost of the exit, not the IBGI alone. The figures above are an illustration: the exact rates depend on the holding period, the municipality, the company’s regime and your personal situation. They should be quantified before the offer, not after.
The tax window closed in 2003
A point of history that explains why so many SIs still exist, and why nobody liquidates them.
The Confederation had opened a preferential liquidation regime for property companies, allowing substantial relief on liquidation tax. The Federal Chambers extended it, then it ended on 31 December 2003. Property companies with shareholder-tenants benefited from the same relief.
Since then, taking a building out of an SI is charged at the ordinary rate. Many owners let the window pass — often without knowing it — and today find themselves with a structure that is costly to unwind and difficult to sell.
Taking the property out of the SI: the two routes
First route: the company sells the building, then liquidates. The SI transfers the property — to you, or to a third party —, pays the tax on the gain, repays its debts, then distributes what remains to its shareholders before being struck off the commercial register. In Geneva, the company remains liable for cantonal, municipal and federal taxes until the end of the liquidation, files a return for each financial year and a final statement; the liquidators must keep the necessary funds until the last assessments are paid, failing which the company will not be struck off.
Second route: you buy the shares, then liquidate yourself. You become a shareholder, then transfer the property from the company into your own name. You then inherit the latent tax: it does not disappear, it changes hands. This route only makes sense if the price of the shares has been negotiated taking this liability into account — that is, with a discount.
In both cases, the sale of the shares itself does not escape the Geneva tax authorities: the sale of shares of property companies holding assets in Geneva is subject to IBGI and must be declared. There is no back door.
The Geneva correction against double taxation
A classic sequence used to produce an injustice: a person sells their stake in an SI — a transaction declared for IBGI —, then the company sells the building, and the same taxable matter ends up taxed twice.
Geneva now allows, under certain conditions, a mechanism for taking into account latent reserves already taxed at the SI level, in order to avoid this overlap. This is a technical point, but it can be worth hundreds of thousands of francs on a transaction: it should be checked with the cantonal tax administration, file in hand, before signing.
What it costs, line by line
The total cost of exiting an SI is made up of items that must be listed one by one, because none is negligible:
- the tax on the gain, calculated on the difference between the exit value and the book value, at the scale linked to the holding period;
- registration fees — in Geneva, 3% of the price on a property transfer, plus registration on the land register;
- notary fees, on a sliding scale, plus the possible creation of a mortgage note;
- liquidation costs: accountant, auditor where applicable, publications, striking off the commercial register;
- taxation of the distribution for the shareholder, with withholding tax deducted then recovered.
On a property worth several million held for a long time, the total runs into hundreds of thousands of francs. This is precisely why a property held via an SI trades below its value in a personal name: the discount is not a commercial favour, it is the quantified counterpart of a liability the buyer takes on.
How to negotiate a property held by an SI
The method is simple to state and rigorous to carry out:
- Have the building valued as if it were held in your own name, based on actually recorded sales in the area — this is the objective starting point;
- obtain the company’s accounts: balance sheet, book value of the building, debts, provisions, any disputes. A seller who refuses to produce them is telling you something;
- quantify the latent tax with a tax specialist, based on the exit route envisaged;
- deduct this liability — and the exit costs — from the value in your own name: the result is the price of the shares;
- check financing BEFORE the offer. This is the most common mistake: negotiating for weeks, then discovering that no bank will follow. Our mortgage simulator frames your capacity, but the feasibility of financing against shares must be confirmed with the institution, in writing.
In practice, for your Geneva project
Buying a property held by an SI is neither a good nor a bad deal in itself: it is a transaction that must be quantified. Carried out properly — justified discount, latent tax calculated, financing confirmed in advance —, it gives access to properties that the ordinary market does not show. Carried out poorly, it leaves a buyer owning a company from which they can neither remove the property without cost, nor resell the shares without a discount.
At Rousseau 5, these files go through the same discipline as any other: a valuation based on real transactions for the value of the building, a due diligence for the plot and its constraints, and a tax specialist for the latent tax. If you hold a property via an SI and are wondering what it is really worth — as shares or in your own name —, let’s talk about it: the conversation is confidential. The technical terms on this page are defined in the glossary.