Dissolution
A company does not disappear because it stopped trading: it stays registered and owes its obligations and charges until liquidation is complete. Striking off requires a call to creditors published three times and a waiting period of one year.
Who it is forPartners winding down an activity, companies emptied after a sale, founders of a structure no longer needed, heirs facing a dormant company.
Order
Every document of the closure, in order: resolution, appointment of liquidators, call to creditors, balance sheets, application for striking off.
Understand
How is dissolution resolved?
By a resolution of the general meeting, in notarial form for an SA, and by two thirds of the votes and an absolute majority of the capital for a Sàrl, unless the articles are stricter. The resolution is then entered in the commercial register, and the company name takes the addition 'in liquidation'.
Art. 736 and 821 CO
What is the call to creditors?
A publication in the Swiss Official Gazette of Commerce inviting creditors to register their claims. It must appear three times. Until it has been done correctly, striking off is refused, and the liquidators are personally liable for loss caused to overlooked creditors.
Art. 742 CO
How long is the waiting period?
One year after the third call to creditors before distributing the assets. It can be reduced to three months where a licensed audit expert confirms that the debts are settled and third-party interests are not at risk.
Art. 745 CO
What remains after striking off?
The books and correspondence must be kept safely for ten years, and the commercial register names who is responsible. Striking off does not remove tax obligations for the earlier period: the final VAT statement and the liquidation return remain due.
Art. 747 CO, art. 958f CO
Going further
FAQ
Yes: with confirmation from a licensed audit expert, the waiting period drops from one year to three months. It pays off as soon as the company is debt-free and standing still becomes costly.
It stays registered and continues to owe its obligations. The commercial register office may start an ex officio striking off, but that settles neither debts nor taxes.
For an SA, the dissolution resolution requires notarial form. For a Sàrl, the meeting's resolution is usually enough. We prepare the documents in both cases.
No, they are opposite routes. Ordinary liquidation presupposes that assets cover liabilities. If they do not, notifying the court is mandatory and a different procedure applies. We tell you as soon as we review the balance sheet.
The file covers every step and the timetable. The publications and the filing with the register remain for the liquidators to carry out, with our pre-filled forms and dated deadlines.
A question before ordering?
A dormant company, a liquidation already started, a disagreement between partners: describe the case here. Personal reply within two business days.
