Liquidation of an LLC or stock corporation: This is how the dissolution proceeds
Jul 21, 2025
Introduction
The liquidation of an LLC or stock corporation is an important step in the lifecycle of a company. This practical guide provides a structured overview of the liquidation process. You will receive specific recommendations for smooth execution - from the resolution to the final deletion from the commercial register.
Basics of Liquidation of LLC and Stock Corporation
The LLC (Limited Liability Company) and the stock corporation are the two most common forms of corporations in Swiss company law. Both legal forms are characterized by a clear separation between company and private assets.
The legal framework conditions for liquidation are anchored in the Code of Obligations (CO). The commercial register office monitors the entire liquidation process and ensures that all legal requirements are met.
The Process of Dissolution
The dissolution of an LLC or stock corporation begins with a formal resolution. The process follows strictly defined legal regulations according to the Swiss Code of Obligations.
Resolution of the General Meeting
The resolution to dissolve must be passed by the shareholders' or general meeting. The resolution must be publicly notarized. Subsequently, the dissolution is reported to the commercial register office. The company name then contains the addition "in liquidation" and remains registered in the commercial register. -
After the resolution, the actual liquidation phase begins. The company retains its legal personality but is limited in its business activities to the liquidation process.
The Liquidation
The liquidation of an LLC or stock corporation requires the appointment of a liquidator. This position can be filled by previous directors or external specialists.
Appointment of the Liquidator
The liquidator takes on a central role in the dissolution process. The legal requirements stipulate that the liquidator must meet the following conditions:
Residence in Switzerland: At least one liquidator must have residence in Switzerland
Authorization of representation: Sole signature or collective signing authority with multiple liquidators
Commercial register entry: Obligation to register the liquidators (together with the dissolution resolution)
Duties and Responsibilities
The liquidator has comprehensive duties:
Preparation of an opening balance sheet for liquidation
Management of company assets
Closure of ongoing business
Collection of outstanding claims
Settlement of liabilities
Representation of the company externally
Preparation of the final liquidation statement
The liquidators are personally liable for damages caused by fault. Careful documentation of all actions and decisions is essential. In complex cases, support from a legal expert is recommended.
Inventory and Asset Realization
At the beginning of liquidation, the liquidator creates a complete inventory of assets. This includes both tangible goods such as real estate, machinery, vehicles, and inventory as well as intangible assets like patents, trademark rights, licenses, and existing customer relationships. This thorough inventory forms the basis for further processing.
The realization of assets takes place according to the principle of optimal value realization. The liquidator must consider the interests of creditors and shareholders. Assets are realized through targeted sales, auctions, or transfers. Careful documentation of all realization actions is legally required and serves as proof of proper execution of the liquidation.
Publication of the Call for Debts
The call for debts is a central element in the liquidation process. The liquidator must call on the company's creditors by publishing the liquidation call for debts in the Swiss Official Gazette of Commerce (SOGC) to register their claims.
Important Deadlines and Figures for the Call for Debts:
Legal provisions for the call for debts were simplified on January 1, 2023, by an amendment to Art. 745 para. 2 CO. Since then, only a single publication of the liquidation call for debts is required. The final deletion of the company from the commercial register can take place at the earliest one year after this publication. However, there is the possibility of an earlier deletion application - as early as three months - if a licensed auditing expert confirms that all debts have been paid and no third-party interests are at risk.
Creditors must register their claims in writing with the liquidator and provide appropriate evidence. Claims that are not registered but are evident from the business books must also be considered. The liquidator carefully examines the submitted claims and decides on their recognition.
Asset Distribution After Settlement of All Debts
The distribution of the liquidation proceeds is carried out according to a precise legal scheme. The liquidation surplus is distributed to the shareholders or shareholders according to the participation ratios, provided the articles do not determine otherwise:
For the LLC: Distribution by capital contributions
For the stock corporation: Distribution according to nominal values of shares
Conclusion
The orderly liquidation of an LLC or stock corporation requires careful planning and professional execution. A structured approach protects shareholders and directors from legal risks and financial disadvantages.
Key Success Factors for Smooth Liquidation:
Early planning of the dissolution
Compliance with all legal deadlines and regulations
Professional support from qualified experts
Seamless documentation of all liquidation steps
"A professionally conducted liquidation creates legal certainty and protects the private assets of the shareholders"
Contact us for a non-binding consultation on the professional assistance of your company dissolution. With Jurata, you will manage the liquidation of your LLC or stock corporation safely and efficiently.
