How to liquidate a company in Switzerland: steps and advice
The process of winding-up a company in Switzerland involves several steps, including the decision to liquidate the company, the appointment of a liquidator, the preparation of the inventory, the valuation of assets and liabilities, the realization of assets, the payment of debts and the possible distribution of surpluses to shareholders or partners. The liquidator must act in a professional and transparent manner, in accordance with applicable Swiss law, in order to avoid personal liability and risk for the shareholders or partners of the company.
How to liquidate a company in Switzerland: steps and advice
The following are the general steps involved in winding-up a company in Switzerland:
1. Decision to liquidate: The decision to liquidate follows the decision of the Board of Directors. The company name will be changed in the Commercial Register and the words “In liquidation” are added. Appointment of a liquidator: A liquidator is appointed to manage the liquidation process. The liquidator may be a member of the company or a qualified external person.
2. Announcement to the Commercial Register: The liquidation of the company must be published in the Commercial Register and a call to creditors must be made three times in an official newspaper (FOSC – Feuille d’avis officielle), in order to inform interested third parties of the dissolution of the company and to allow anyone to assert a claim against the company being liquidated. Creditors are invited to submit their claims within a specified period.
3. Drawing up the balance sheet on entry into liquidation: The Swiss liquidator draws up a complete inventory of the company’s assets and liabilities. The assets are valued and the liabilities are determined. In principle, on the basis of the liquidation value.
4. Extraordinary shareholders’ meeting: to take note of the claims and to authorize the liquidation balance sheet.
5. Winding-up: During this period the Swiss liquidator must realize the assets, terminate existing contracts and conclude business transactions only to the extent necessary for the liquidation. Reimbursement of creditors: The liquidator makes the necessary payments to reimburse the company’s creditors.
6. Waiting period: The distribution of the liquidation surplus cannot be made for one year, unless a certificate is obtained from a qualified auditor that third party debts are paid, in which case the period may be 3 months.
7. End of liquidation balance sheet: Once the assets have been realised, the debts paid, in full or in part, and the taxes paid or provisioned, the liquidator draws up the end of liquidation balance sheet. This balance sheet forms the basis for the distribution of the liquidation dividend.
8. Approval by the General Assembly (GA): The end of liquidation balance sheet is approved by the GA.
9. Audit report: To shorten the liquidation period to 3 months.
10. Tax return: To complete and submit the tax return together with the financial statements.
11. Distribution of remaining assets, distribution of liquidation surplus, distribution of liquidation dividend: Once all debts have been repaid, the remaining assets of the company are distributed among the shareholders or partners according to their respective rights.
12. Request for deletion of the company from the Trade Register: The liquidator sends the request for deletion.
13. Striking off: This has only a declaratory effect. The deletion of the company requires the authorization of all cantonal and federal tax authorities.
14. Safeguarding the company’s accounting documents: The company’s accounting documents must be kept for 10 years and accounting documents relating to real estate transactions in Switzerland must be kept for 20 years.
It is important to note that these steps are a general overview and that there may be specific differences and requirements depending on the legal structure of the entity to be liquidated (e.g. Swiss foundations) and the financial situation of the company at the time of its liquidation.
Therefore, it is recommended to consult a lawyer or a specialized Swiss fiduciary for specific advice tailored to your particular situation.
What are the rights and obligations of the Swiss liquidator?
The Swiss liquidator of a company in Switzerland has rights and duties defined by law, which are intended to ensure a fair and transparent process of liquidation of the company. Some of these rights and duties are as follows:
Rights of the liquidator :
– Access to the company’s books and documents in order to be able to establish a complete inventory of the company’s assets and liabilities.
– Power to sell the company’s assets to raise funds for the liquidation of the company.
– The right to take action to collect the debts of the company, if necessary.
– Power to call meetings of shareholders or partners for instructions or approval of certain decisions.
Obligations of the liquidator :
– To act with diligence and prudence in the management of the company during the liquidation period.
– Keep creditors and shareholders or partners informed of the status of the liquidation.
– Make a full inventory of the company’s assets and liabilities and value them fairly and reasonably.
– Pay the debts of the company, in accordance with legal and contractual priorities.
– Keep accurate accounts of all transactions during the liquidation process and report on its actions to the general meeting of shareholders or partners.
What are the risks of the liquidator of a company in Switzerland?
As an agent in charge of managing the liquidation process of a company, the liquidator may face significant risks and responsibilities. Here are some of the most common risks for a liquidator in Switzerland:
1. Personal liability: The liquidator may be held personally liable for acts or omissions that cause harm to the company, shareholders, partners or third parties. Liability may arise for breach of law, contract or the company’s articles of association.
2. Mismanagement: If the liquidator mismanages the liquidation process of the company, he can be charged with mismanagement. Management actions that are contrary to the interests of the company or that cause prejudice to creditors may be considered mismanagement.
3. Insufficient assets: If the company’s assets are not sufficient to cover all tax debts, in particular in the case of a liquidation surplus, the liquidator may be held liable for insufficient assets. In this case, the liquidator must personally contribute to covering the unpaid tax debts.
4. Breach of fiduciary duties: The liquidator has fiduciary duties towards the company, the shareholders or partners, and the creditors. Any breach of these duties may result in liability.
5. Criminal offences: The liquidator may be prosecuted for criminal offences, including fraud, breach of trust, forgery of documents or fraudulent insolvency.
Winding-up a company can be a complex task, with specific legal requirements. Our team is here to help you navigate through this process, and to assist you along the way. We can provide you with competent legal, financial and tax advice tailored to your specific needs, so that you can make informed decisions about the next steps.
Our experience in corporate liquidation allows us to effectively manage all stages of the liquidation process, including preparation of the inventory, valuation of assets and liabilities, realization of assets, payment of debts, and much more. We work in a professional, efficient and transparent manner, ensuring that all interests are taken into account.
We know that every situation is unique, which is why we offer personalized services that meet your individual needs. We are here to answer all your questions, guide you through the decision making process and ensure that the liquidation process runs smoothly.
Contact us to start your initial consultation now. We would be delighted to get to know you and work out the next steps in the liquidation of your company in Switzerland.
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