How to liquidate a company in Switzerland: steps and tips.
Liquidating a company in Switzerland is a complex process that must be handled carefully to avoid legal and tax problems. If you find yourself in this situation, it is important to understand the steps and advice to follow to ensure a compliant liquidation.
How to liquidate a company in Switzerland: steps and tips.
Here's how to dissolve a company in Switzerland, following these key steps and practical tips:
1. Decision to dissolve: The Board of Directors must take a decision to dissolve, followed by a change of name registered with the Commercial Registry, with the addition of the mention "In liquidation". A Swiss liquidator is appointed to manage the dissolution process, who may be a member of the company or a qualified outside person.
2. Official announcement: The dissolution must be announced to the Commercial Register and an announcement must be published 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 creditors to enforce their claims.
3. Opening balance sheet: The liquidator must draw up a complete balance sheet of the company's assets and liabilities, value the assets and determine the debts, based on the liquidation value.
4. Special meeting: A special meeting of the shareholders must be held to consider the claims and to authorize the liquidation balance sheet.
5. Dissolution: The liquidator must realize the assets, terminate the current contracts and settle the affairs necessary for the liquidation, and pay the company's creditors.
6. Waiting period: The distribution of the liquidation surplus can only be made after one year, unless a certificate is obtained from a qualified auditor, certifying that the third party debts are paid, then the period can be 3 months.
7. Closing balance sheet: Once the assets have been realized, the debts paid, the taxes paid or provisioned, the liquidator draws up the closing balance sheet, which serves as a basis for the distribution of the liquidation dividend.
8. Approval of the GA: The closing balance sheet must be approved by the General Assembly.
9. Audit report: To shorten the liquidation period to 3 months.
10. Tax return: The tax return must be completed and submitted with the financial statements.
11. Distribution of Assets: Once all debts have been repaid, the remaining assets of the company are distributed to the shareholders or partners in accordance with their respective rights.
12. Deregistration of the company: The Swiss liquidator must send a request for the deletion of the company to the Commercial Register. The deletion can only be carried out after having obtained the authorization of all tax, cantonal and federal authorities.
13. Retention of accounting documents: The company's accounting documents must be kept for 10 years, and 20 years for documents relating to real estate transactions in Switzerland.
It is important to consult a lawyer or a specialized Swiss fiduciary for specific advice tailored to your particular situation, as each company is unique and may have specific needs during its liquidation process.
It is also important to note that the liquidation of a company can be a complex and stressful process for the parties involved. It is therefore advisable to prepare in advance by taking the necessary steps to ensure a successful liquidation. This may include finding a qualified liquidator, developing a detailed liquidation plan and obtaining professional legal and financial advice.
In addition, it is advisable to communicate transparently with creditors and other stakeholders throughout the liquidation process. This can help minimize potential disputes and maintain good relations with the parties involved.
The liquidation of a company in Switzerland is a complex process that involves several important steps. Understanding these steps and preparing in advance is essential to ensure a successful liquidation. By working with qualified professionals and communicating transparently with the parties involved, a smooth and efficient liquidation can be achieved.
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 Swiss company.
Fill in our contact form or call us on +41(0)22 566 82 45
LIQUIDATOR'S MANDATE IN SWITZERLAND
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