Three paths to close a Swiss company
Three statutory paths exist:
- Voluntary liquidation per CO Articles 736–747, most common path; shareholder resolution, liquidator, three SOGC publications, 1-year creditor protection, distribution.
- Strike-off (CO Art. 938a), simplified deletion for inactive entities with no assets and no debts.
- Court-ordered / bankruptcy, via the Federal Debt Enforcement and Bankruptcy Act (DEBA / SchKG) when debts exceed assets.
Voluntary liquidation: process step-by-step
- Shareholders' resolution (AG: 2/3 majority of capital + simple majority of votes per CO Art. 736; GmbH: 2/3 per Art. 821) → notarised → liquidation begins.
- Commercial register entry: company adds "in liquidation" suffix to firm name.
- Liquidator(s) appointed (default: existing board; or specially appointed).
- Three SOGC publications (Schuldenruf, creditor call) per CO Art. 742, spaced ≥ 30 days.
- Wait 1 year from the third SOGC publication (creditor protection) per Art. 745.
- Final assets collected, claims paid, surplus distributed pro-rata.
- Final commercial register entry → company deleted.
- Tax clearance and bank account closure.
Strike-off (CO Art. 938a) for inactive entities
Simplified deletion if the company is inactive (no business), has no assets and no debts. Submitted on application by the company OR by the Commercial Register Office on its own initiative. Faster + cheaper; no Schuldenruf, no liquidator appointment. Typical end-to-end: 2–4 months.
Court-ordered liquidation and bankruptcy
Triggered by bankruptcy (Konkurs) under the Federal Debt Enforcement and Bankruptcy Act when debts exceed assets, by court order on application of a shareholder/creditor under CO Art. 736 grounds, or by FINMA-ordered liquidation for licensed entities. Continuing voluntary liquidation despite insolvency triggers personal liability for directors.
Decision tree: which path to choose
| Scenario | Recommended path |
|---|---|
| Active solvent company, planned wind-down | Voluntary liquidation (CO Art. 736–747) |
| Dormant entity, no assets, no debts | Strike-off (CO Art. 938a) |
| Insolvent, debts > assets | Bankruptcy (DEBA / SchKG) |
| FINMA-licensed entity ceasing activity | FINMA-coordinated liquidation |
Tax consequences: 35% withholding tax
Liquidation surplus distributed to shareholders (above paid-in capital + capital reserves) is treated as a dividend distribution. Subject to 35% Swiss withholding tax. Refundable to qualifying treaty residents per applicable double-tax agreement (typically 0–15% residual for corporate shareholders ≥ 10–20% participation). Source: Withholding Tax Act.
Timeline, voluntary liquidation
| Phase | Duration |
|---|---|
| Shareholders' resolution + notarisation | 1–2 weeks |
| Commercial register filing ("in liquidation") | 1–2 weeks |
| Three SOGC publications spaced ≥ 30 days | ~2 months |
| Creditor protection period (CO Art. 745) | 1 year from 3rd publication |
| Asset realisation + creditor settlement (concurrent) | overlap with above |
| Final balance sheet + distribution | after 1-year period |
| Final commercial register entry (deletion) | 2–4 weeks |
| Tax clearance | 2–6 months (overlaps) |
| Total realistic end-to-end | ~14–18 months |
Strike-off path: 2–4 months end-to-end. Bankruptcy: 6–24 months depending on complexity.
Cost
| Item | Range (CHF) |
|---|---|
| Notarisation of liquidation resolution | 500–1,500 |
| Liquidator fees (external; lawyer or trustee) | 5,000–15,000+ |
| Commercial register fees (multiple filings) | 600–1,500 |
| SOGC publication fees (3 publications) | 600–900 |
| Tax clearance preparation | 2,000–5,000 |
| Total realistic (voluntary) | ~10,000–25,000+ |
| Strike-off path | ~1,500–3,500 |
Frequently asked questions
How do you liquidate a Swiss company?
Three paths: (1) Voluntary liquidation per CO Art. 736–747, shareholder resolution, liquidator, three SOGC publications, 1-year creditor protection, distribution. (2) Strike-off (Art. 938a) for inactive entities. (3) Court-ordered / bankruptcy via DEBA.
How long does Swiss company liquidation take?
Voluntary liquidation: 14–18 months end-to-end (driven by mandatory 1-year creditor protection from third SOGC publication). Strike-off: 2–4 months. Bankruptcy: 6–24 months. CO Art. 745.
What is the difference between voluntary liquidation and strike-off?
Voluntary liquidation requires a liquidator, three creditor publications, 1-year creditor protection, and distribution. Strike-off (CO Art. 938a) is a simplified deletion for inactive entities with no assets and no debts, no liquidator, no creditor period.
What are the tax consequences of liquidating a Swiss company?
Liquidation surplus distributed to shareholders (above paid-in capital + capital reserves) is treated as dividend distribution. Subject to 35% Swiss withholding tax. Refundable to qualifying treaty residents per DTA.
How much does Swiss company liquidation cost?
Voluntary liquidation: CHF 10,000–25,000+ depending on complexity. Strike-off: CHF 1,500–3,500.
Can the existing board members serve as liquidators?
Yes, by default the existing board acts as liquidator(s) per CO Art. 740. Shareholders may appoint different individuals if preferred.
What is the 1-year creditor protection period?
Per CO Art. 745, after the third SOGC publication of the Schuldenruf (creditor call), one full year must pass before final asset distribution. This protects creditors who may not yet have submitted claims.
What happens to tax loss carry-forwards on liquidation?
Final tax assessment closes the entity; loss carry-forwards do not transfer. If the entity is sold (rather than liquidated), Mantelhandel doctrine may deny loss carry-forwards if change of control combined with change of activity.
Can I liquidate a Swiss company if it has unpaid debts?
Voluntary liquidation requires solvency, if debts exceed assets, the company must file for bankruptcy under DEBA (SchKG). Continuing voluntary liquidation despite insolvency triggers personal liability for directors.
What is the role of the SOGC in liquidation?
Swiss Official Gazette of Commerce publishes the three Schuldenruf creditor notifications and the final entity deletion. Publications must be ≥ 30 days apart; 1-year protection runs from third publication.