Company liquidation in Switzerland

A Swiss closing runs on two calendars at once. One belongs to the creditors and is written into the Code of Obligations; the other belongs to the federal tax administration and decides how much of the remaining money the shareholders actually see. The second one is the expensive half.

Our other services in the country are collected on the Switzerland page, and the shape this procedure takes elsewhere is laid out in closing a company.

What the cantonal register needs

• A resolution of the shareholders dissolving the company, in whatever form the law and the articles require.
• Liquidators notified for entry in the commercial register by the board, even where the board is doing the liquidation itself.
• At least one liquidator resident in Switzerland and authorised to represent the company.
• A balance sheet drawn up by the liquidators when they take office.
• A separate letter to every creditor identifiable from the accounting records, and a public announcement for the rest.

The two waits the statute sets

• The call goes into the Swiss Official Gazette of Commerce and into any additional form the articles prescribe.
• Assets may be distributed no earlier than 1 year from the day the call was made.
• A licensed audit expert brings that down to 3 months by confirming the debts are redeemed and no third-party interests are at risk.
• Amounts owed to known creditors who stayed silent are deposited with the court before anything is shared out.
• If the balance sheet or the call shows the company is overindebted, the liquidators must notify the court and the closing turns into insolvency proceedings.
• Where the liquidation lasts, interim accounts are drawn up every year.

What the cantonal entries cost

The 35 per cent decided years ago

There is a way past it, and it is settled long before the closing starts. Capital the shareholders put in after 1996 comes back untaxed only where it was carried on a separate reserve account and every movement on that account was reported to the administration. Years of loose bookkeeping turn an ordinary exit into a tax event.

After the deletion

The share register, the accounting records, the register of beneficial owners and the papers behind them are kept for ten years, in a place the liquidators pick or the register office assigns. Both registers have to stay reachable inside Switzerland the whole time.

Sources: the liquidators, the call to creditors, the deposit with the court and the 1-year wait with its 3-month exception — articles 740, 742, 744, 745 and 747 of the Code of Obligations; the fees — the annex to the Commercial Register Fees Ordinance; the 35 per cent — articles 5 and 13 of the Withholding Tax Act and article 20 of its ordinance.