This service is for companies in the form of a GmbH or AG, not for sole proprietorships.
Liquidation starts with a resolution of the members of a GmbH or the shareholders of an AG, which is publicly notarised. From then on, the company carries the suffix “in Liquidation” until the liquidators have completed their work and the company is removed from the commercial register.
You appoint the liquidators. Typically these are the current managing directors or members of the board of directors, but a third party is also possible. At least one liquidator must live in Switzerland and be authorised to represent the company.
We draft the public deed recording the dissolution resolution and all other required documents, and we organise and coordinate the notarisation. In the standard case the meeting is held as a universal meeting: every member or shareholder is represented under a power of attorney that we prepare. We submit the filing to the commercial register office and arrange, on behalf of the company, the publication of the call to creditors in the Swiss Official Gazette of Commerce (SOGC).
Select the company and name the liquidators
We prepare the documents, including the application for deregistration
You sign the powers of attorney and the filing
We organise and coordinate the notarisation of the dissolution resolution with the notary
Filing with the commercial register office, entry with the suffix “in Liquidation” and a single call to creditors in the SOGC
Distribution of the assets at the earliest 12 months after the call to creditors, 3 months with confirmation by a licensed audit expert
Application for deregistration, deregistration after consent of the tax authorities
The assets can be distributed as early as three months after the call to creditors, which allows the liquidation to be completed correspondingly earlier. This requires a licensed audit expert to confirm that the debts have been paid and that no third-party interests are at risk.
If someone wants to take over and continue the entire business, selling the company instead of liquidating it may be an option; for a GmbH this is done by transferring the GmbH shares. Shell trading, i.e. selling an empty company, is something else: if the company no longer has any business activity or realisable assets and is over-indebted, the transfer of its shares is void by law, and the commercial register office refuses the entry.
After the call to creditors, the liquidators wind up the company, on their own or together with their fiduciary. Between the dissolution resolution and deregistration, they have the following tasks:
If the liquidation takes longer, annual interim accounts are part of it. This is followed by the final liquidation balance sheet and the distribution.
The one-year statutory waiting period determines the earliest date for distributing the assets, not the date of deregistration. We record the date of the call to creditors and let you know when the statutory waiting period expires. We prepare the application for deregistration together with the dissolution documents, and you receive it with them. It is signed and submitted once the liquidators have completed their work. The commercial register office obtains the consent of the federal and cantonal tax authorities and then removes the company from the commercial register. The business records and the share register must be kept for ten years after deregistration in a safe place designated by the liquidators; the share register must be accessible in Switzerland at all times.
Dissolution of a GmbH or AG: CHF 697 excl. VAT
We provide a tailored quote for supporting a meeting convened with formal notice.
We guarantee the entry of the dissolution resolution in the commercial register. If the office rejects the filing, we correct the documents free of charge, with a supplementary notarisation if necessary.
The assets may be distributed one year after the call to creditors at the earliest, or after three months with confirmation by a licensed audit expert. The deregistration from the commercial register follows once the liquidators have completed their work and the tax authorities have consented. The same applies to an AG.
For the dissolution, notarisation, call to creditors and the prepared application for deregistration you pay CHF 697 excl. VAT, for a GmbH as for an AG; the notary fees and the publication fee for the call to creditors are included. For entering the dissolution and for deregistration, the commercial register office charges a fee under the federal fee ordinance; it is not included in our price. The office invoices the company directly. Private companies regularly send invoices that look like those of the commercial register office. You do not have to pay these invoices.
Usually not. In the standard case the dissolution resolution is passed at a universal meeting at which every member or shareholder is represented under a power of attorney; we prepare the powers of attorney, and you sign them together with the other documents. A person who receives signing authority as liquidator has their signature certified, on paper or electronically, and lodges it with the office.
As a rule, the resolution to dissolve is passed at a universal meeting: all members or shareholders are represented under a power of attorney that we prepare. If not everyone signs, the meeting has to be convened formally, with the notice periods set by law and the articles of association. We quote individually for supporting such a meeting.
Once. Since 01.01.2023, a single call to creditors has been sufficient; older guides still mention three. Known creditors are also notified directly by the liquidators.
After the debts have been paid, they are distributed among the members or shareholders: for a GmbH in proportion to the nominal value of the shares, for an AG according to the amounts paid in. The articles of association may provide otherwise.
If the liquidators find that the company is over-indebted, they notify the court, which opens bankruptcy proceedings. The liquidation is then carried out by the bankruptcy administration. Our service covers the dissolution of a company that can pay its debts.
