Liquidation of a Swiss Company: Process, Obligations, and Deadlines Overview

The liquidation of a company in Switzerland is a legally regulated process that occurs in several phases. After the decision to dissolve, the liquidation phase begins, during which all financial and legal obligations must be fulfilled. Only after complying with legal deadlines and approval by the tax authorities can the company be definitively deleted.

Step-by-Step Liquidation Process

Decision to Liquidate and Registration at the Commercial Register

• The shareholders' meeting (in a GmbH) or the general meeting (in an AG) decides on the dissolution of the company with a qualified majority.
• Liquidators are appointed to manage the winding down.
• Registration of the liquidation at the Commercial Registry and publication in the Swiss Official Gazette of Commerce (SOGC).

Liquidation Phase: Lock-up Year and Creditor Call

• Initiation of the lock-up year, which lasts at least 12 months (exception: an approved auditing expert confirms that the debts are paid and it can be assumed that no third-party interests are jeopardized – lock-up period lasts only 3 months).
• Creditor call in the SOGC: publication inviting creditors to file their claims.
• Preparation of the liquidation opening balance sheet, which includes all assets, liabilities, and provisions.
• Sale or realization of assets.
• Settlement of all liabilities with creditors and authorities.
• Tax processing: submission of the liquidation tax balance sheet to the tax administration.

Tax Clearance and Final Balance Sheet

• After the lock-up year, the final balance sheet is prepared.
• The cantonal tax administration reviews tax liabilities and grants clearance.
• If there is remaining capital, it is distributed to the shareholders.

Deletion from the Commercial Register

• Application for deletion of the company at the Commercial Registry.
• Publication of the deletion in the SOGC.
• Completion of all administrative obligations (e.g., cancellation of insurances and accounts).

Important Deadlines and Obligations

• The registration of the liquidation at the Commercial Registry must occur within 30 days after the decision.
• The lock-up year begins with the first publication of the creditor call in the SOGC and lasts at least 12 months.
• Tax clearance can take several months as the tax administration checks all liabilities.
• The final deletion from the Commercial Registry only occurs after all obligations are completely settled and approved by the authorities.

Authorities and Institutions Involved

Several authorities are involved during the liquidation:

• Commercial Registry: For registration and final deletion.
• Tax Administration: Review of the liquidation balance sheet and tax clearance.
• AVS/Social Insurances: Reporting and settlement of employee contributions.
• VAT Office (FCA): If the company is subject to VAT.

Common Mistakes and Tips for a Successful Liquidation

Common Mistakes

• Insufficient documentation of the liquidation balance sheet.
• Late or missed registration at the Commercial Registry.
• Late submission of the tax return.
• Failure to observe deadlines for the lock-up year.

Tips for a Smooth Liquidation

• Early planning of the liquidation and involvement of a trustee.
• Accurate bookkeeping and documentation of transactions.
• Regular coordination with tax authorities to avoid delays.
• Strict adherence to legal deadlines and timely submission of balance sheets.

Conclusion: Orderly Liquidation as a Legal Necessity

The liquidation of a company in Switzerland requires careful planning and compliance with legal guidelines. From the decision to liquidate through the lock-up year to tax processing, many steps must be observed. Only with the final tax clearance and the definitive deletion from the Commercial Registry is the process fully completed.

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