Company liquidation in Switzerland is usually commenced after the resolution of the shareholders’ meeting. Unless the Articles of Association of the company do not state differently, company liquidation must be decided by a majority of votes. Swiss company liquidation is usually done in front of a public notary. The notary will issue a document that must be submitted with the Swiss Trade Register and during the proceedings the company can maintain its name with the mention “in liquidation”.
Liquidating a Swiss company can be done voluntarily or involuntarily. Other than the shareholders’ meeting a voluntary liquidation procedure in Switzerland is possible through a court decision when at least 10% of the company’s shareholders have good reasons to request company liquidation. 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. If the company is over indebted, the liquidators must report that to the court that will initialize the insolvency proceedings. If the company may continue the liquidation process, the liquidators will terminate the activities of the company, will notify about any remaining share capital of the Swiss company and perform any other obligations. Once the liquidation procedure has been terminated, the liquidators will file an application with the Commercial Register for the deletion of the company.
According to the Swiss Law of Obligations, it is very important to make sure the company liquidation procedure does not breach any law, which is why our lawyers in Switzerland can provide you legal assistance throughout the procedure. Furthermore, if you need company liquidation services in another European country, such as Norway or Belgium, we can put you in contact with our partners.
A Swiss company is compelled to complete liquidation procedures in bankruptcy cases or mergers. In bankruptcy cases, the creditors or the company may apply for liquidation with a Swiss court. The company is also allowed to apply for insolvency according to the Swiss Debt Enforcement and Bankruptcy Law (DEBL). In any of these cases, an administrator will be appointed to conduct the liquidation procedures. The company must declare all its assets and the creditor must also submit all their claims when the liquidation proceedings start. Within two months the administrator must draft a balance sheet and the distribution of the company’s assets in order to cover the debts. Once the assets have been distributed, the liquidators will submit an application for the deletion of the company with the Swiss Trade Register.
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