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What does company status strike off mean
What does the dissolution of the Swiss company mean?
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Swiss Company Closure Procedures
Company closure procedures in Switzerland can be complex and involve various legal and administrative steps. Besides, when businessmen decide to dissolve a company, the peculiarities of this process depend on the company's legal structure.
Sole Proprietorship
When it is a sole proprietorship, a company can be dissolved in the meaning of closure by means of several simple acts: if the company is registered in the trade register, it must be deleted. In order to carry out this procedure, the businessman must contact the appropriate company trade register, fill out and submit the application to delete the company and mention the reason for the closure.
Types of the Swiss Company Liquidation
As for a Limited Liability Company (GmbH), Company Limited by Shares (AG) , or Cooperative Company, liquidation can be voluntary and compulsory. Voluntary liquidation occurs when the company's shareholders decided to wind up the business and sell off its assets. What can lead to dissolving a company? This decision is typically made because the company is no longer financially viable or the shareholders wish to retire or move on to other business ventures.
Compulsory or Bankruptcy liquidation: what can make a company be dissolved? This type of liquidation takes place when a company cannot pay its debts and is forced into liquidation by a court order. This process is initiated by creditors seeking to recover their company debts.
The bankruptcy liquidation process is similar to voluntary liquidation, but a court-appointed liquidator manages it. The liquidator is responsible for selling the company's assets, paying off its debts, and distributing any remaining assets to creditors.
The bankruptcy liquidation process is similar to voluntary liquidation, but a court-appointed liquidator manages it. The liquidator is responsible for selling the company's assets, paying off its debts, and distributing any remaining assets to creditors.
Voluntary Liquidation
In terms of voluntary liquidation, company dissolution status presupposes several steps. When the company is closed, it is deleted from the commercial trade register.
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The first step
to be taken is to record the decision on the closure in certified form. Suppose the shareholders are going to liquidate the company. In that case, the choice must be made by them at the general meeting, on an ordinary majority or a qualified majority in accordance with the articles of association if it is AG; in the case of GmbH, no less than two 60 percent of the votes represented and the absolute majority in the share capital; if it is a cooperative company, by a majority of no less than two-thirds of votes. The procedure occurs in front of the notary, who records the decision in a certified form.
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The second step
is to appoint the liquidator. The shareholders need to find a liquidator specialist who will oversee the company's liquidation. Besides, the court can appoint the liquidator upon the shareholder's request, who has a compelling reason to do that.
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The third step
is the registration of the company closure. The company has to submit a formal request for registration of the company closure to the commercial register. The request must be signed by a member of the board of directors having the right to sign, or by two members. In case of resignation of the board of directors, the liquidators must sign the request for registration of the company liquidation.
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The fourth step
is the call to creditors. This step is significant. The liquidator must approach SOGC (the Swiss Official Gazette of Commerce) for the publication of calls to creditors according to Swiss legislation. The board of directors members can conduct the call to creditors before or after the General Meeting of Shareholders has adopted the resolution. The publication mentioned above aims to inform creditors about the company closure and direct them to make their claims voiced within the following year. A large number of creditors communicate with the Gazette.
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The fifth step
is the liquidation itself. The process of liquidation can take years. The liquidator must make an inventory of the assets and be ready with the balance sheet, which contains debt claims emerging as a consequence of the publication of calls to creditors in the Gazette. All business activities must be ceased, the company's commitments must be executed, and the assets must be liquidated. Bankruptcy can also be declared if the assets of the company don't cover the debts anymore. Suppose there are no debts, but the company still has assets. In that case, the liquidator is in charge of giving the assets to the shareholders considering the number of their payments and paying attention to preferential rights on shares. Suppose it is a cooperative company, and the articles of association don't contain instructions concerning distributing the remaining assets among the shareholders. In that case, the extra amount of assets must be given for cooperative or other purposes in the public interest.
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The sixth step
is the deletion of the trade register. The liquidator has the possibility to request the deletion of the company from the trade register not earlier than a year, assuming that liquidation is finished.
Compulsory Liquidation
Company liquidation in Switzerland can be compulsory, involuntary or bankruptcy.
The procedure of the Swiss company's compulsory liquidation doesn't depend on the position of the representatives of a company. Compulsory liquidation can be started if the company goes bankrupt or when the company is going to merge with the other entity to form a new legal structure. When the company is bankrupt, creditors or the Swiss company itself must apply for liquidation in the local court.
In addition, according to Swiss legislation, namely the Swiss Debt Enforcement and Bankruptcy Law, a Swiss company may request insolvency proceedings. No matter what type of company liquidation the Swiss company takes part in, the administrator will present the established procedure and will guarantee that the company will be appropriately liquidated.
The procedure of the Swiss company's compulsory liquidation doesn't depend on the position of the representatives of a company. Compulsory liquidation can be started if the company goes bankrupt or when the company is going to merge with the other entity to form a new legal structure. When the company is bankrupt, creditors or the Swiss company itself must apply for liquidation in the local court.
In addition, according to Swiss legislation, namely the Swiss Debt Enforcement and Bankruptcy Law, a Swiss company may request insolvency proceedings. No matter what type of company liquidation the Swiss company takes part in, the administrator will present the established procedure and will guarantee that the company will be appropriately liquidated.
It is necessary to realize that when the company is put into liquidation, it is crucial to disclose the assets of the company while the creditors have to make their claims. Not later than two months, the administrator must set up the balance sheet and organize the distribution of the company's assets to settle the debts.
It is possible to delete the company from the commercial register only when all the assets of the company are distributed among the creditors. The procedure of the company deletion is carried out by the appointed liquidators, who will make a formal request to the Swiss Trade Register.
The main steps in a bankruptcy case in Switzerland
- If the company has to be placed in liquidation, many aspects have to be considered and actions to be taken. The proceedings can be initiated due to application by one of the company's creditors or by the company itself, which must present a declaration of over-indebtedness.
- Then a bankruptcy administrator will be assigned, and the role of the administrator is to organize the set of actions concerning the distribution of the company's assets among the entitled parties within 60 days since the request has been made. The administrator's task is to provide a report on this issue and submit it to the Swiss court.
It is important to note that the above steps are general guidelines and that the specific procedures may vary depending on the type of company and the canton in which it is registered. It is therefore recommended to seek the advice of professionals to guide you through the process.