Winding up of a company
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Various reasons can lead to a company - AG or GmbH - being liquidated. An economic crisis, lack of profitability of the business model, age-related business cessation, achievement of the company's purpose or the closure of a group company are some of them.
Liquidation means that all assets of a company are transferred or sold and converted into liquid assets.
The liquidation of an AG or GmbH is carried out in a standardized procedure with the following elements:
The general meeting of the AG or the shareholders' meeting in the case of the GmbH decides to dissolve the company. This requires an amendment to the articles of association, which is publicly certified by a notary (Art. 736 para. 2 OR). The company name is supplemented by "in liquidation" (Art. 739 OR), and the liquidator(s) is/are appointed.
The "dissolution with liquidation" is notified to the Commercial Register and registered (Art. 737 OR).
The Swiss Official Gazette of Commerce also records the call for debt, which is published three times (usually on three consecutive days) (Art. OR 742).
With the registration of the date of the resolution of the General Meeting of Shareholders, a liquidation opening balance sheet is prepared in a further step, which delimits all existing assets and all open and future debts.
With the disinvestment of the company's assets, the balance sheet's asset side is transformed into "liquid assets" (Art. 743 OR). This means that all assets, such as receivables, inventories, patents, investments, fixed assets, etc. are sold and converted into cash, which is used to pay off debts. If the assets cannot cover the liabilities, the judge is notified (Art. 725 OR).
The dissolution of the company and payment of the liquidation proceeds are generally possible at the earliest one year after the third (last) call for debts (Art. OR 745 para. 2). However, depending on the saleability of the assets (e.g., real estate) or official procedures (AHV audit, tax audit), a liquidation may take several years. In this case, financial statements must be prepared each year, and an interim liquidation balance sheet must be prepared. If an auditing company is entered in the commercial register, the interim balance sheet must be audited.
At the end of the blocking year or the liquidation process, the liquidation closing balance sheet is prepared. Besides, the existing bank accounts will be closed. The tax return is prepared and submitted with the final liquidation balance sheet.
If all liquidation actions have been carried out, the liquidator notifies the tax office and the commercial register office by letter and the necessary documents and, at the same time applies to the commercial register office to delete the company (Art. 746 CO). The deletion of the company from the Commercial Register is only carried out after the liquidation actions have been completed, and the liquidation proceeds have been distributed to the shareholders (Attention, do not forget: Withholding tax must be deducted from the liquidation dividend).
A Liquidation may be carried out after only three months if a licensed audit expert confirms in writing with a report that all debts have been paid off, and it can be assumed under the circumstances that an early distribution of the assets will endanger no interests of third parties.
The deletion will only be entered in the Commercial Register once the Federal and Cantonal tax authorities have approved the removal.
The commercial books must be kept for ten years after the end of the liquidation (Art. 747 OR).
