Terminating your LLC or your Ltd ? Here is what you need know

Tue, 07.06.2022, 10:00

Are you thinking to close your business, or have you already made it? In this article, we will show you step by step how to properly terminate your company, liquidate it and remove it from the commercial register.

The decision to terminate

Revenues have not developed as planned, no succession or a reorientation, there are many reasons why you may want to wind up or terminate a company. Once the decision to wind up has been taken, it is a matter of implementing it correctly in formal terms. In order to do so, it is imperative to decide on the dissolution of the company by notarial act and to choose a person or a company responsible for the liquidation process.

The liquidator

The liquidation is carried out by a liquidator. This is often the former manager or the board of directors, but it is also possible to choose other persons. The law does not require any particular qualifications. However, at least one liquidator must be domiciled in Switzerland.

Start of the liquidation phase

The decision to liquidate the company must be announced immediately to the Commercial Register Office. If a person who has nothing to do with the company in question is chosen as liquidator, a signature authentication is also required. Once the liquidation has been published, the entry "in liquidation" is added to the company's name in the commercial register. This makes it clear to third parties that the company is being liquidated. The liquidation work can then begin.

Get an overview, make a call to creditors, contact creditors and debtors

First of all, the liquidator obtains an overview of the company to be liquidated. He draws up the opening balance sheet of the liquidation and an inventory. It is important to know to whom the company owes how much or from whom it owes how much. Known creditors and debtors can be contacted directly. In addition, it is imperative to proceed with a public call for creditors in the Swiss Official Gazette of Commerce (SOGC). The public is informed for three consecutive days that the company is being liquidated and that it now has the opportunity to assert its rights (e.g.: 04.04.22/05.04.22/06.04.22). This call to creditors must be made. Without a prior call to creditors, the company cannot be struck off.
 
In addition to the call to creditors, various other works must be carried out: Contracts must be terminated, operational activity is reduced, debts to third parties are settled and assets are realized.

Distribution of the proceeds of the sale and dissolution of the company

On the day of the third publication of the notice to creditors (in the example: 06.04.22) the one-year standstill period begins, before the expiration of which the company cannot be deleted from the commercial register. If one year after the last call on creditors, i.e. 06.04.23 in the example, the balance is positive, the net assets can be distributed among the shareholders or partners in accordance with the provisions of the articles of association.
 
In some circumstances, it is already clear before the expiry of this one-year period that there are no more debts to be settled. In this case, the net assets can be distributed at the earliest at the expiration of a period of three months, i.e. on 06.07.22. In order to do so, however, an accredited auditor must check the accounts before the distribution and confirm that all debts have been paid and that the circumstances make it possible to assume that no third-party interests are at risk.
 
Once the liquidation is completed and the one-year standstill period has elapsed, the deletion of the company can be announced to the Commercial Register Office. The Commercial Registry Office checks, among other things, that there are no tax debts and then removes the company from the Commercial Registry.

Obligations after the liquidation

Even if the company has ceased to exist, the books of account must be kept. The liquidators must determine where they are to be kept and ensure that they are kept properly.
Your liquidation is carried out with great simplicity
The liquidation or termination of a LLC or Ltd requires several steps.

With our proven transfer portal, we help you with the legal and notarial part, including the call to creditors, so that you can concentrate on the other liquidation tasks.

Additional Links

Liquidation of a company: With the most used online service in Switzerland