What does it mean to delete a company from the commercial register?
Deleting a company from the commercial register means that the registered legal entity is removed from the commercial register. In the case of a sole proprietorship, this is usually the formal conclusion of business activities. In the case of a stock corporation or LLC, however, the deletion is the last step after dissolution and liquidation.
The distinction between dissolution, liquidation and deletion is important. Dissolution does not automatically terminate business activities completely, but usually initiates the liquidation phase for legal entities. During this phase, ongoing transactions are completed, assets are realized, debts are paid and any surpluses are distributed. Only after this can the deletion be registered in the commercial register.
In the case of a stock corporation, it is expressly provided that after the liquidation has been completed, the extinction of the company is registered with the commercial register office by the liquidators (Art. 746 OR). For the LLC, the consequences of dissolution under stock corporation law apply accordingly (Art. 821a Abs. 1 OR). The dissolution of an LLC must also be entered in the commercial register (Art. 821a Abs. 2 OR).
When can a sole proprietorship be deleted?
A sole proprietorship can be deleted from the commercial register if the owner gives up the business activity or transfers the business to another person or legal entity. In this case, the deletion must be registered (Art. 39 Abs. 1 HRegV).
If the owner dies, an heir must register the deletion for entry (Art. 39 Abs. 2 HRegV). Along with the deletion, the reason for the deletion is also entered in the commercial register (Art. 39 Abs. 3 HRegV).
In practice, this means: Anyone who wants to have a sole proprietorship deleted from the commercial register usually does not need a liquidation procedure as in the case of a stock corporation or LLC. What is decisive is that there is a permissible reason for deletion and that the registration is correctly submitted to the competent cantonal commercial register office.
If, on the other hand, the business activity is continued and the prerequisites for registration continue to be met, the new owner must register the company anew. The company will then receive a new business identification number (Art. 39 Abs. 4 HRegV).
How does the deletion of a stock corporation or LLC work?
In the case of a stock corporation or LLC, a simple application for deletion is not sufficient. Anyone who wishes to have such a company deleted from the commercial register must first dissolve the company and then liquidate it.
In the case of a stock corporation, the company can be dissolved, among other things, by a resolution of the general meeting. A public deed must be drawn up regarding this resolution (Art. 736 Abs. 1 Ziff. 2 OR). In the case of an LLC, the shareholders' meeting resolves the dissolution, whereby this resolution must also be publicly notarized (Art. 821 Abs. 1 Ziff. 2 OR, Art. 821 Abs. 2 OR).
After dissolution, the company is not deleted immediately. Rather, it enters liquidation. In the case of a stock corporation, the dissolution must be registered for entry in the commercial register (Art. 63 Abs. 1 HRegV). In particular, the public deed on the resolution of dissolution and, if applicable, details of the liquidators must be submitted with the registration (Art. 63 Abs. 2 HRegV).
Among other things, the fact of dissolution, the date of the resolution, the company name with the addition «in liquidation» or «in liq.» and the liquidators are entered in the commercial register (Art. 63 Abs. 3 HRegV). For the LLC, these provisions apply mutatis mutandis (Art. 83 HRegV).
The deletion takes place only later. After the liquidation has been completed, the extinction of the company must be registered with the commercial register office (Art. 746 OR). The liquidators are responsible for this, not just any person previously authorized to sign.
Why is the call to creditors so important?
The call to creditors protects creditors. The liquidators must draw up a balance sheet when taking over their office (Art. 742 Abs. 1 OR). After that, known creditors must be informed directly. Unknown creditors and those with an unknown place of residence must be informed of the dissolution by public notice in the Swiss Official Gazette of Commerce and in the form provided for in the articles of association and requested to register their claims (Art. 742 Abs. 2 OR).
This step is crucial for deletion from the commercial register. With the application for deletion, the liquidators must prove that the calls to creditors were carried out in the Swiss Official Gazette of Commerce in accordance with the law (Art. 65 Abs. 1 HRegV).
In practice, deletion is often delayed if the call to creditors is not carried out correctly or not in good time. Anyone who wants to delete a company from the commercial register should therefore plan this step early and document it properly.
When may the assets be distributed?
The assets of a dissolved stock corporation are only distributed after the debts have been paid. Unless the articles of association provide otherwise, the distribution among the shareholders takes place in proportion to the amounts paid in and taking into account any preferential rights of individual share categories (Art. 745 Abs. 1 OR).
In principle, the distribution may be carried out at the earliest after the expiry of one year, calculated from the day of the call to creditors (Art. 745 Abs. 2 OR). This waiting period is often referred to as the blocking year. It is intended to prevent assets from being distributed to partners or shareholders before creditors' interests are sufficiently protected.
An earlier distribution is possible, but only under strict conditions. It may take place as early as after the expiry of three months if an approved audit expert confirms that the debts have been paid and that, according to the circumstances, no interests of third parties are endangered (Art. 745 Abs. 3 OR). The shortened period is therefore not a pure formality, but requires technical confirmation.
For the LLC, these rules apply accordingly, because the consequences of dissolution are assessed according to the provisions of stock corporation law (Art. 821a Abs. 1 OR).
What role do the tax authorities play?
The deletion of a stock corporation from the commercial register may only be carried out if the federal and cantonal tax authorities have approved. If the deletion is registered, the commercial register office informs these authorities (Art. 65 Abs. 2 HRegV).
In practice, this means: Even if the liquidation has been completed, the call to creditors has taken place and the application for deletion has been submitted correctly, the actual deletion can still take time. The commercial register office waits for the approval of the tax authorities. Frequently, tax returns, final liquidation balance sheets or outstanding tax claims must be settled beforehand.
Anyone planning to delete a company from the commercial register should therefore not only keep an eye on the commercial register. Value added tax, direct taxes, AHV compensation fund and any other cancellations should also be completed in good time.
What applies to general partnerships and limited partnerships?
In the case of general partnerships and limited partnerships, their own rules apply. If such a partnership is dissolved for the purpose of liquidation, the partners must register the dissolution for entry in the commercial register (Art. 42 Abs. 1 HRegV).
The dissolution, the company name with the addition «in liquidation» or «in liq.» and the liquidators are entered in the commercial register (Art. 42 Abs. 3 HRegV). After the liquidation has been completed, the liquidators must register the deletion (Art. 42 Abs. 4 HRegV). Here, too, the reason for deletion is entered in the commercial register (Art. 42 Abs. 5 HRegV).
In addition, the Code of Obligations provides for the general partnership that, after the liquidation has been completed, the liquidators must arrange for the company to be deleted from the commercial register (Art. 589 OR).
Can the commercial register delete a company ex officio?
Yes. The commercial register office can delete a legal entity ex officio if it no longer has any business activity and no longer has any realizable assets (Art. 934 Abs. 1 OR).
Before doing so, however, the commercial register office must request the legal entity to state an interest in maintaining the entry. If this request remains unsuccessful, other affected parties are requested by publication in the Swiss Official Gazette of Commerce to state such an interest (Art. 934 Abs. 2 OR). If other affected parties assert an interest, the commercial register office refers the matter to the court for decision (Art. 934 Abs. 3 OR).
This deletion ex officio is not the same as a neatly planned voluntary liquidation. It is rather a catch-up mechanism for legal entities that are in fact no longer active and no longer have any realizable assets.
What happens if something still turns up after deletion?
A deleted legal entity can be re-entered in the commercial register under certain conditions. Anyone who makes a credible case for an interest worthy of protection can apply to the court for re-entry (Art. 935 Abs. 1 OR).
Such an interest exists in particular if, after the completion of the liquidation, not all assets have been realized or distributed, if the deleted legal entity is a party to court proceedings, or if the re-entry is necessary for the purification of a public register (Art. 935 Abs. 2 OR).
This shows: A deletion should be carefully prepared. Anyone who deletes too early or overlooks open points risks additional effort later.
What documents are typically required?
The required documents depend on the legal form. In the case of a sole proprietorship, an application for deletion with a reason for deletion is usually sufficient. In the case of a stock corporation or LLC, significantly more is required.
Typically required for stock corporations and LLCs are the public deed on the resolution of dissolution, details of the liquidators, proof of their acceptance of election, certified signatures, proof of the call to creditors in the Swiss Official Gazette of Commerce and later the application for deletion. In the case of a stock corporation, the supporting documents for the dissolution result in particular from Art. 63 Abs. 2 HRegV. For the LLC, these provisions apply mutatis mutandis (Art. 83 HRegV).
If you need support with a commercial register mutation, Jurata will be happy to help you at any time.
Frequently asked questions about deletion from the commercial register
How long does it take to delete a company from the commercial register?
In the case of a sole proprietorship, the deletion can often take place relatively quickly, provided that the application is complete. In the case of a stock corporation or LLC, it takes significantly longer because dissolution, liquidation, call to creditors, waiting period and tax approval are required first. In principle, the distribution of assets may only take place after one year (Art. 745 Abs. 2 OR).
Can I have an LLC deleted immediately?
No. An LLC cannot simply be deleted immediately if it is to be voluntarily terminated. First, the publicly notarized dissolution resolution is required (Art. 821 Abs. 2 OR). This is followed by liquidation. Deletion is only registered after completion of the liquidation, whereby the rules of stock corporation law apply accordingly (Art. 821a Abs. 1 OR).
Who signs the application for deletion?
In the case of a stock corporation, after completion of the liquidation, the deletion is registered with the commercial register office by the liquidators (Art. 746 OR). In the case of the LLC, this applies mutatis mutandis via Art. 821a Abs. 1 OR and Art. 83 HRegV.
Do I have to settle all taxes before deletion?
Yes, in fact, this is central. In the case of a stock corporation, the deletion from the commercial register may only be carried out if the federal and cantonal tax authorities have approved (Art. 65 Abs. 2 HRegV). For the LLC, this rule applies mutatis mutandis (Art. 83 HRegV).
