Key Points at a Glance

• Pass a resolution at the shareholders’ meeting.
• Have the dissolution entered in the Commercial Register.
• Appoint a liquidator.
• Publish a notice of claims in the Swiss Official Gazette of Commerce (SHAB).
• Conduct the liquidation in accordance with the law,
• Apply for deregistration from the Commercial Register,
  

Allow sufficient time. The deletion will only take place once the liquidation is fully completed and the tax authorities havegranted approval.

Requirements and Deadlines

You must engage a notary for the formal dissolution. The filing of the dissolution with the Commercial Registry requires a public deed regarding the resolution to dissolve the company and the appointment of the liquidator. The filing must be signed by the members of the shareholders’ meeting in accordance with their signing authority.

The liquidator must meet the following requirements:

• Residence in Switzerland.
• Ability to represent the company independently: either sole signature or—if there are two liquidators—joint signature by two.
• If shareholders resign at the same time, these changes must also be reflected in the supporting documents. The general formal requirements of the Commercial Register also apply.

The application for dissolution may be filed no earlier than one year after the publication of the call for claims in the Swiss Official Gazette of Commerce (SHAB). If an authorized auditor confirms that all debts have been settled and no third-party interests are jeopardized, this period is reduced to three months.