Liquidation of a Swiss company

Liquidating a Swiss company is a formal legal and tax process that requires careful planning and execution. The applicable procedure depends on the company’s legal form and financial situation, and may involve shareholder decisions, notarial deeds, creditor notifications and tax implications for both the company and its shareholders.

RSM Switzerland supports companies and entrepreneurs throughout the liquidation process, ensuring compliance with Swiss legal and tax requirements while managing risks and timelines effectively.

Which companies are subject to liquidation

The liquidation procedure varies depending on the legal structure of the company:

• Unincorporated businesses (such as sole proprietorships) can generally be closed by deregistration from the commercial register, where registration was required.
• Partnerships usually follow a simplified liquidation process involving notification to the commercial register.
• Incorporated companies (such as Swiss public limited companies – SA, limited liability companies – Sàrl, or cooperatives) are subject to a formal liquidation procedure governed by Swiss law.

Key steps in the liquidation of an incorporated company

Decision to liquidate

The decision to liquidate an incorporated company must be taken by the shareholders at a general meeting and recorded in certified form before a notary.

Applicable majority requirements depend on the legal form and the company’s articles of association.

Following this decision, the liquidation must be registered with the Swiss commercial register.

Appointment of the liquidator

Shareholders appoint one or more liquidators who are responsible for conducting the liquidation. In specific cases, a liquidator may also be appointed by a court.

The liquidator must generally be domiciled in Switzerland and is responsible for managing the liquidation process, including the settlement of liabilities.

Registration of the liquidation

Once the liquidation has been decided, the company must register the liquidation with the commercial register. From that point onward, the company name is followed by the indication “in liquidation”.

Call to creditors

The liquidator must publish a call to creditors in the Swiss Official Gazette of Commerce (SOGC).

This notice informs all creditors of the liquidation and grants them a statutory period (generally one year) to submit their claims.

Liquidation and final distribution

During the liquidation phase, the liquidator prepares a liquidation balance sheet, settles outstanding liabilities and completes the company’s final tax periods.

If the company’s assets no longer cover its debts, the liquidator must notify the court, which may initiate bankruptcy proceedings.

Once all liabilities have been settled, any remaining liquidation proceeds are distributed to shareholders in proportion to their rights. These distributions are generally subject to Swiss withholding tax at a rate of 35%, similar to dividend distributions.

Tax considerations during liquidation

The liquidation of a Swiss company involves specific tax considerations, including:

• taxation of liquidation gains at company level;
• withholding tax on distributions to shareholders;
• potential reclaim or relief mechanisms;
• final corporate income tax filings;
• high-level review from the federal tax authorities;
• coordination with cantonal & federal tax authorities.

Early tax planning is essential to avoid delays and manage cash flow impacts during the liquidation process.

How RSM Switzerland supports you

RSM Switzerland provides integrated support throughout the liquidation of Swiss companies, including:

• planning and coordination of the liquidation process;
• legal and procedural support;
• tax analysis and compliance;
• interaction with notaries, authorities and tax offices;
• coordination with shareholders and international stakeholders.