How to liquidate a Swiss company?
If you would like to close your Swiss company and delete it from Swiss trade registry, you will need to file for liquidation - rather predictably.
What can surprise, and of course is slightly inconvenient, is that it is not possible to terminate a company immediately; a liquidation procedure needs to be carried out, only then can the company be dissolved. Liquidating a Swiss company involves a series of legal, financial, and administrative steps. Here is a general overview of the process:
Shareholder Decision
The first step is for the company's shareholders to make a formal decision to dissolve and liquidate the company. This decision should be documented in the Minutes of the General Meeting. The liquidation is carried out by the Board of Directors, unless it is delegated to other persons by a resolution of the General Meeting.
Appointment of Liquidator
A liquidator who will be responsible for overseeing the liquidation process, should be appointed. The liquidator can be an individual or a professional liquidation firm. The liquidator's duties include selling the company's assets, paying off its debts, and distributing any remaining assets to shareholders.
Registration of the Liquidation
The meeting at the local notary office needs to be held where the notary legalises the decision of the liquidation by Public Deeds. Afterwards all the required documentation is submitted to the Commercial registry of the relevant Canton. Within few weeks time, company will be officially registered to be in Liquidation.
Notice to Creditors
Company needs to publish a notice in the Swiss Commercial Gazette to inform other potential creditors about the liquidation. This allows creditors to file their claims.
Inventory of Assets and Liabilities
The company's assets and liabilities must be assessed and documented. The liquidator will create an inventory of the assets to be sold and identify all outstanding debts.
Settlement of the Debts
The company must pay off its debts, including taxes, loans, and trade payables. The liquidator will use the proceeds from asset sales to settle these debts.
Distribution to Shareholders
After all debts have been paid, any remaining assets can be distributed to the shareholders. The distribution should be made in accordance with the company's articles of association or the shareholders' agreement.
Accounting and Auditing
Company must prepare and file the final financial statements that demonstrate the proper resolution of assets and liabilities. If the auditor is appointed, these accounts will be audited.
Tax Compliance
Company must ensure that all taxes, including corporate taxes, value-added taxes, and other applicable taxes, are settled with the relevant tax authorities.
Deregistration of the Company
Once all the steps have been completed, the liquidator can file for the company's formal deregistration with the commercial register. After this step, the company ceases to exist.
Liquidating a Swiss company is a complex process and lasts around 1-1.5 year, depending how fast all the outstandings of the company are covered. To speed up the process, the liquidation auditor can be appointed, however this would incur significant additional costs.
If shareholders and signatories of the company are not in Switzerland and do not speak the language of the registered canton, the company can appoint a Swiss administrator such as F Trust to be the liquidator and carry out the liquidation process. F Trust can guide you or to carry out for you through the whole liquidation process starting from preparation Minutes of General meeting and other necessary documents, representing the company at the notary meeting, submission and the point of contact for the liquidation authorities as well as conduct the creditor calls, prepare the final accounting to final deregistration of the company.
Learn more about Swiss company during liquidation here.
About F Trust
If you would like F Trust’s assistance in filing liquidation and administration during the liquidation, please get in touch at admin@ftrust.ch.