{"id":13411,"date":"2026-09-25T09:00:00","date_gmt":"2026-09-25T07:00:00","guid":{"rendered":"https:\/\/my-swiss-company.com\/?p=13411"},"modified":"2026-09-23T17:44:10","modified_gmt":"2026-09-23T15:44:10","slug":"dormant-company-switzerland","status":"publish","type":"post","link":"https:\/\/my-swiss-company.com\/en\/dormant-company-switzerland\/","title":{"rendered":"Dormant company in Switzerland: obligations, annual cost and options"},"content":{"rendered":"
\n

A dormant company in Switzerland exists in law until it is deleted from the commercial register: it must keep accounts, hold its annual general meeting, maintain its corporate bodies and a domicile at its registered office, file tax returns and pay capital tax. Swiss law has no dormant company status and no equivalent of dormant company accounts. Three options exist: keep it in good order, sell it, or liquidate it. Left unattended, it can be deleted by the commercial register office (art. 934 CO), with no say over the timing.<\/p>\n<\/div>\n

\n

Contents<\/h3>\n
    \n
  1. A dormant company keeps every obligation<\/a><\/li>\n
  2. What a dormant Swiss company costs each year<\/a><\/li>\n
  3. There is no dormant company status in Swiss law<\/a><\/li>\n
  4. The risks of leaving a company unattended<\/a><\/li>\n
  5. Keep, sell or liquidate: the decision grid<\/a><\/li>\n
  6. Reactivating a dormant company<\/a><\/li>\n
  7. Worked example: a Zug holding dormant for two years<\/a><\/li>\n<\/ol>\n<\/div>\n

    A dormant company keeps every obligation<\/h2>\n

    A dormant Swiss company is not an extinguished company. That is the starting point, and it surprises most owners: stopping the business activity produces no legal effect whatsoever. For as long as the company appears in the commercial register, it remains a legal entity subject to the full set of its obligations.<\/p>\n

    Accounting and annual accounts<\/h3>\n

    Legal entities must keep accounts and file financial reports (art. 957 para. 1 no. 2 CO). The duty depends neither on turnover nor on the existence of an activity: a company with no movements must still produce a balance sheet and a profit and loss account, even at zero, and retain them for ten years (art. 958f CO). The rules are the same as for a trading company, as set out in our guide to accounting in Switzerland<\/a>.<\/p>\n

    The annual general meeting<\/h3>\n

    The ordinary general meeting takes place each year within six months of the close of the financial year (art. 699 para. 2 CO). It approves the accounts, resolves on the use of the profit and discharges the corporate bodies. A dormant company whose meeting is no longer convened accumulates unapproved financial years, which complicates any later transaction, including its own liquidation.<\/p>\n

    Corporate bodies and domicile<\/h3>\n

    The company must maintain the bodies required by law and a domicile at its registered office. The absence of either is a defect in the organisation of the company, allowing a shareholder, a creditor or the commercial register office to apply to the court (art. 731b para. 1 CO). The court may set a deadline to restore the lawful position failing which the company is dissolved, appoint the missing body or an administrator, or order dissolution and liquidation under the rules governing bankruptcy.<\/p>\n

    Tax obligations<\/h3>\n

    Companies are liable to tax in the canton where they have their registered office or their effective administration (art. 20 para. 1 of the Federal Act on the Harmonisation of Direct Taxation). Liability does not depend on activity: the return must be filed every year, with or without turnover. Above all, capital tax is levied on equity<\/strong>, meaning paid-up capital, disclosed reserves and hidden reserves formed out of taxed profits (art. 29 paras. 1 and 2 of that Act). A company with no profit therefore still pays tax on its capital, at rates and minimums set by each canton. Some cantons credit profit tax against capital tax (art. 30 para. 2), a mechanism of no help where there is precisely no profit.<\/p>\n

    \n

    Important<\/h4>\n

    VAT registration must be dealt with separately. Where the company has ceased its business activity, the end of VAT liability must be notified in writing to the Federal Tax Administration within 30 days (art. 66 para. 2 of the VAT Act). A dormant company that stays on the register of taxable persons without filing returns exposes itself to assessments at the authority’s discretion and to penalties, when a simple deregistration would have been enough.<\/p>\n<\/div>\n

    What a dormant Swiss company costs each year<\/h2>\n

    The decisive question is not what a liquidation costs, but what waiting costs. The table below lists the items that genuinely recur. Amounts depend on the canton, the service provider and the complexity of the balance sheet: we do not publish national ranges, because they would be wrong in half of all cases.<\/p>\n

    \n\n\n\n\n\n\n\n\n\n\n\n\n
    Annual item<\/th>\nLegal basis<\/th>\nAvoided by liquidating?<\/th>\n<\/tr>\n<\/thead>\n
    Bookkeeping and year-end closing<\/td>\nart. 957 and 958 CO<\/td>\nYes, from deletion<\/td>\n<\/tr>\n
    Limited audit, unless validly waived<\/td>\nart. 727a CO<\/td>\nYes<\/td>\n<\/tr>\n
    Registered address or rent at the seat<\/td>\ndomicile requirement, art. 731b para. 1 no. 5 CO<\/td>\nYes<\/td>\n<\/tr>\n
    Director or managing officer resident in Switzerland<\/td>\nrepresentation requirement<\/td>\nYes<\/td>\n<\/tr>\n
    Tax return and capital tax<\/td>\nart. 20, 29 and 30 of the Tax Harmonisation Act, cantonal rates<\/td>\nYes<\/td>\n<\/tr>\n
    VAT returns while registration subsists<\/td>\nart. 66 of the VAT Act<\/td>\nYes, once deregistered<\/td>\n<\/tr>\n
    Bank charges on the company account<\/td>\nbank tariff<\/td>\nYes<\/td>\n<\/tr>\n
    Management time and deadline monitoring<\/td>\nnone<\/td>\nYes<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    These items repeat every year. Against them, liquidation is a one-off expense whose official fees are modest: CHF 70 to register the dissolution, CHF 80 for the deletion (Ordinance on Commercial Register Fees) and CHF 25 to publish the call to creditors in the Swiss Official Gazette of Commerce.<\/p>\n<\/div>\n

    The calculation is straightforward. Add up the items above over three years, then compare with the cost of a single voluntary liquidation<\/a>. In the large majority of files we see, keeping the company costs more from the second or third year onwards, and produces no value at all.<\/p>\n

    There is no dormant company status in Swiss law<\/h2>\n

    Owners familiar with UK company law often arrive with the wrong expectation. In the United Kingdom, a company that has had no significant accounting transactions can be treated as dormant, file abbreviated dormant company accounts at Companies House and be exempt from audit. Switzerland has no such status.<\/strong> No provision of the Code of Obligations allows a company’s obligations to be suspended for a defined period, and no simplified filing regime exists for companies without activity.<\/p>\n

    What does exist, and genuinely lightens the load of a company without activity, amounts to three measures:<\/p>\n