Company liquidation in Switzerland must be completed by following specific steps to ensure correctness. Our local lawyers have extensive experience in dealing with such complex matters, so you can rely on us for such proceedings.
| Quick Facts | |
|---|---|
| Applicable law | Swiss Code of Obligations. |
|
Conditions to liquidate a company |
– the company has terminated its activities, – the company was created for a limited duration, – shareholders' mutual agreement, – the company is in financial distress. |
|
Types of procedures |
– voluntary liquidation, – compulsory liquidation, – sale of shares. |
| Voluntary company liquidation | The voluntary liquidation of a Swiss company is decided during a general shareholders' meeting. |
| Compulsory company liquidation |
The compulsory liquidation is issued by a judge in a Swiss court based on a creditors' complaint. |
| Appointment of a liquidator in a voluntary procedure |
The liquidator is chosen among the company directors, in most cases. |
| Appointment of a liquidator in a mandatory procedure |
The court appoints the liquidator in the case of a compulsory liquidation. |
| Authorities to notify in case of liquidation |
– Trade Register, – Federal Tax Administration, – other authorities, depending on the industry the company activates in. |
| Requirement to notify other parties (YES/NO) |
Yes, the creditors must also be notified. |
| Liquidation registration time frame | 5 weeks. |
| Additional accounting requirements to comply with (if any) |
The company must file the last financial statement prepared by the liquidator. |
| Company liquidation time frame (approx.) |
In the case of the voluntary procedure, it takes between 6 and 12 months to complete. In other cases, the procedure may take longer. |
| De-registration with the cantonal tax authority required (YES/NO) |
Yes. |
| Trade Register deletion requirement (YES/NO) |
Yes, the company will be deleted from the Trade Register upon the conclusion of the winding up process. |
| Company liquidation support (YES/NO) | Yes, you can rely on our law firm in Switzerland for assistance. |
Table of Contents
What does company liquidation entail in Switzerland?
It implies the closing of a business after paying all its debts to the creditors.
What are the legal grounds for liquidating a Swiss company?
The following:
- the company can be liquidated as per the provisions of the company’s articles of association;
- through the resolution of the company’s shareholders, provided that the articles of association do not mention any legal grounds concerning the liquidation procedure;
- through the decision of a local court, when at least 10% of the company’s shareholders have expressed the wish to close the company down for reasonable grounds;
- the dissolution of a Swiss company can also take place provided that the business has incorporation errors;
- at the same time, a Swiss business may be dissolved when it develops unlawful activities.
Here is also an infographic about closing a Swiss company:
What are the company liquidation procedures available in Switzerland?
There are two procedures available:
- voluntary: when the decision is made at a company level;
- involuntary or compulsory: when the decision is issued in a court of law at the request of creditors.
Our lawyers in Switzerland are at your disposal with complete information about the particularities of each procedure.
What are the company liquidation steps to follow in Switzerland?
The steps in closing a business imply:
- a decision made by the shareholders or by a court of law;
- the appointment of a liquidator;
- the inventory of assets for the payment of the creditors and distribution of remaining assets;
- lodging the notification regarding the liquidation with the Trade Register;
- notifying the creditors about the company closing down;
- conclusion of the liquidation stage once all the company’s debts have been paid and other assets distributed among the shareholders;
- the deletion of the company with the Companies Registrar.
Are there specific company liquidation conditions to meet in Switzerland?
Yes. They apply to the voluntary procedure based on the type of Swiss company, as follows:
- in a private limited liability company, the decision is made after convening a members’ meeting;
- in a stock corporation, the decision is passed after a general meeting of the shareholders.
NOTE! A two-thirds majority of votes must be met for the company to be liquidated.
What does voluntary company liquidation imply in Switzerland?
The procedure of voluntary company liquidation in Switzerland is generally enforced through a resolution of the shareholders’ meeting.
The liquidation of a Swiss legal entity can be concluded in front of a public notary in Switzerland. The notary will issue a document that must be submitted to the Swiss Trade Register, and during the proceedings the company can maintain its name with the mention “in liquidation”.
How is the compulsory company liquidation procedure completed in Switzerland?
The involuntary liquidation procedure is started regardless of the position of the company’s representatives. The liquidation proceedings can be conducted by the company’s directors or by liquidators appointed by the judge. The liquidators or directors must draft a balance sheet, and then the creditors are allowed to submit their claims.
In the situation in which the business has a high level of debt, the appointed liquidators have to notify the Swiss courts of the matter, which will start the insolvency procedures.
Who can act as a liquidator in a Swiss company?
In many cases, for voluntary procedures, the liquidator is chosen among one of the directors of the company. However, it is also common to appoint a Swiss lawyer to handle the process.
In the case of compulsory proceedings, the liquidator is appointed by the judge.
NOTE: It is possible to appoint more than one liquidator; however, at least one of them must be a Swiss resident.
Here is also a video on this topic:
Are there any other steps to complete after liquidating a Swiss company?
Yes, the dissolution of the company must conclude with its deletion from the Trade Register’s records.
How long does it take to liquidate a company in Switzerland?
- Around one year for the voluntary procedure;
- Between 18 and 24 months for the court proceeding.
Businessmen who have entered liquidation procedures in Switzerland are invited to reach out to our lawyers. Our law firm in Switzerland can provide in-depth information on the legislation in the field, as well as legal representation in front of the local courts. You can also contact us for details about the Bankruptcy Law.