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Knowledgebase
Company Liquidation in Switzerland: AG & GmbH Closure Options
Dari Podhur, Counsel
January 28, 2022, updated 10.06.2025
Table of Contents
Introduction
Company liquidation in Switzerland is a regulated legal process involving precise steps and statutory obligations. Whether you operate an Aktiengesellschaft (AG) or a Gesellschaft mit beschränkter Haftung (GmbH), business closure must follow one of three routes: voluntary liquidation, bankruptcy, or transfer of ownership through sale of shares. This article provides a structured explanation of each option, referencing relevant legal provisions, and includes practical guidance tailored to the cantons of Zug and Zurich. EU-based stakeholders seeking compliant company dissolution in Switzerland will find this guide especially relevant.
Legal Framework
Swiss company liquidation is governed by the following legal sources:
These laws ensure predictability, protect creditors, and establish directors’ responsibilities during the closure process.
- Swiss Code of Obligations (CO): Articles 736–747 for voluntary liquidations; Article 725b CO addresses over-indebtedness.
- Federal Act on Debt Enforcement and Bankruptcy (DEBA/SchKG): Articles 166–270 govern insolvency and bankruptcy liquidation.
- Commercial Register Ordinance (HRegV): Defines procedural and publication duties.
- Cantonal and municipal tax laws: Affect final clearance and deregistration timelines.
These laws ensure predictability, protect creditors, and establish directors’ responsibilities during the closure process.
Option 1: Voluntary Liquidation
Voluntary liquidation applies when the company remains solvent and shareholders agree to wind it up.
Step-by-Step:
- General Meeting:
- AG: majority per statutes (often simple majority).
- GmbH: mandatory 2/3 of voting rights and absolute majority of share capital.
- Public Deed:
- The dissolution resolution must be notarized.
- Appointing Liquidators:
- May be the board or external individuals; must reside in Switzerland.
- Registering the Status:
- Company becomes “in Liquidation” in the Commercial Register.
- Call to Creditors:
- Mandatory publication in the Swiss Official Gazette of Commerce (SOGC).
- Waiting period: 12 months. Can be shortened with 3 notices and an auditor report.
- Asset Realisation and Debt Settlement:
- Assets are liquidated, liabilities settled.
- Distribution of Remaining Assets:
- After creditor period ends and debts are cleared, surplus is distributed to shareholders.
- Final Audit and Tax Clearance:
- Cantonal tax clearance must be secured (incl. VAT and corporate taxes).
- Deregistration:
- Company is deleted from the register.
Timeline & Cost:
Duration:
12–15 months
(or ~3–6 months in accelerated cases)
12–15 months
(or ~3–6 months in accelerated cases)
Cost estimate:
CHF 2,000–12,000
depending on complexity and canton
CHF 2,000–12,000
depending on complexity and canton
Option 2: Bankruptcy
Bankruptcy is the route for companies that are insolvent or over-indebted.
Legal Triggers:
- Company cannot pay debts.
- Over-indebtedness confirmed on balance sheet.
- Directors fail to secure creditor subordination.
Steps:
- Filing for Bankruptcy:
- By directors or creditor petition.
- Court Declaration:
- Court opens proceedings and appoints the bankruptcy office.
- Liquidation by Authorities:
- Assets are seized and sold.
- Creditor Ranking & Distribution:
- Secured creditors
- Bankruptcy costs
- Preferential creditors (e.g. employees)
- Unsecured creditors
- Publication:
- Proceedings and suspension (if applicable) published in the SOGC.
- Deregistration:
- After conclusion of liquidation.
Accelerated Termination:
If assets don’t cover costs (approx. CHF 4,000–10,000), the court can suspend proceedings (Art. 230 DEBA) and strike the company.
Option 3: Sale of Shares
This method avoids liquidation by transferring ownership.
- Mechanics:
- AG: Share transfer via contract; update share register.
- GmbH: Share transfer must be notarized. Requires approval per statutes.
- Use Case:
- Dormant entities, shelf companies, or clean corporate shells.
- Considerations:
- Buyer assumes liabilities.
- Legal due diligence advised.
- Update directors and address in the register.
- Pros & Cons:
- Fast and low-cost if buyer is available.
- Seller exits company without deregistration.
- Buyer must be aware of all hidden liabilities.
Considerations in Zug and Zurich
Zug:
- Attractive due to low corporate tax (~11.8%).
- Efficient registry.
- Affordable notarial services.
Zurich:
- Largest economic canton.
- Reliable, though slightly slower processes due to higher volume.
- Abundant legal and fiduciary support.
Fees:
- Registry updates and notarizations range CHF 300–2,000 depending on canton and volume.
Tax Considerations and Withholding
- Final asset distribution in voluntary liquidation is subject to 35% withholding tax on hidden reserves or retained earnings.
- Swiss companies must file a final tax return.
- VAT deregistration must be submitted if applicable.
- Double taxation agreements may allow refund or reduction of withholding tax for non-resident shareholders.
Common Pitfalls to Avoid
- Not notifying the court in case of over-indebtedness (personal liability risk).
- Failing to secure final tax clearance before requesting deregistration.
- Omitting official creditor notifications, resulting in invalid liquidation.
- Neglecting employee contracts or pension contributions.
- Incorrect share transfers in GmbH without notarization.
Professional guidance ensures compliance and mitigates risk.
Summary
Sell Your Swiss Company Instead of Liquidating
Looking to close your Swiss company without going through a costly and time-consuming liquidation? We buy debt-free Swiss AGs at market-based prices — fast, legally compliant, and with minimal effort on your side.
Whether your company is based in Zug, Zurich, or anywhere in Switzerland, selling your shares is often the most efficient alternative to formal company liquidation.
How it works:
Whether your company is based in Zug, Zurich, or anywhere in Switzerland, selling your shares is often the most efficient alternative to formal company liquidation.
How it works:
- Send us your company details.
- Receive a fair offer after review.
- We handle the transfer, registry updates, and all formalities.
Options evaluation:
Frequently Asked Questions
Selling your company via a share deal.
2/3 voting rights and majority of share capital.
Not voluntarily. You must initiate bankruptcy.
Contracts are terminated. Legal notice and compensation rules apply.
Yes. Final deregistration requires confirmation from cantonal tax authorities.
Liquidation is invalid, and liabilities may remain.
Yes, but the person must reside in Switzerland and be listed in the register.
Yes, if the company was VAT-registered.
Only through bankruptcy with no assets (Art. 230 DEBA).
- Swiss Code of Obligations (CO)
- Debt Enforcement and Bankruptcy Act (DEBA)
Get in touch
Please contact us directly or via email if you require assistance. We are here to help you move forward.
