Basis of the Liquidation of LLC and stock corporation
The LLC (Gesellschaft mit beschränkter Haftung) and the stock corporation (Aktiengesellschaft) are the two most common corporations in Swiss corporate law. Both legal forms are characterized by a clear separation between corporate and personal assets.
The legal framework for liquidation is 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 Dissolution Process
The dissolution of a LLC or stock corporation begins with a formal resolution. The process follows strictly defined legal requirements in accordance with the Swiss Code of Obligations.
Resolution of the General Meeting
The dissolution resolution must be passed by the shareholders' meeting 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 has been passed, the actual liquidation phase begins. The company retains its legal personality, but its business activities are limited to the settlement of the liquidation.
The Liquidation
The liquidation of a LLC or stock corporation requires the appointment of a liquidator. This position can be filled by previous managing directors or external professionals.
Appointment of the Liquidator
The liquidator plays a central role in the dissolution process. The legal requirements specify that the liquidator must meet the following prerequisites:
Residence in Switzerland: At least one liquidator must reside in Switzerland
Power of representation: Sole signature or collective signing authority in the case of multiple liquidators
Commercial register entry: Obligation to register the liquidators (together with the dissolution resolution)
Tasks and Responsibility
The liquidator bears comprehensive duties:
Preparation of an opening liquidation balance sheet
Management of the company assets
Settlement of ongoing business affairs
Collection of outstanding claims
Settlement of liabilities
External representation of the company
Preparation of the final liquidation accounts
The liquidators are personally liable for culpably caused damages. 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 start of the liquidation, the liquidator prepares a complete inventory of the assets. This includes both tangible assets such as real estate, machinery, vehicles and inventories, as well as intangible assets such as patents, trademark rights, licenses and existing customer relationships. This thorough inventory forms the basis for further processing.
The realization of the assets is carried out according to the principle of the best possible value realization. The liquidator must take into account the interests of the creditors and shareholders. The assets are realized through targeted sales, auctions or transfers. Careful documentation of all realization activities is required by law and serves as proof of the proper execution of the liquidation.
Publication of the Call to Creditors
The call to creditors is a central element in the liquidation process. The liquidator must invite the creditors of the company to file their claims by publishing the call to liquidation creditors in the Swiss Official Gazette of Commerce (SOGC).
Important deadlines and figures for the call to creditors:
The legal provisions on the call to creditors were simplified as of January 1, 2023, by an amendment to Art. 745 para. 2 CO. Since then, only a single publication of the call to liquidation creditors 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 application for deletion - already after three months - if a qualified audit expert confirms that all debts have been paid and that no third-party interests are expected to be jeopardized.
The creditors must file their claims in writing with the liquidator and submit corresponding evidence. Claims that have not been filed but are apparent from the commercial books must also be taken into account. The liquidator carefully examines the submitted claims and decides on their recognition.
Distribution of Assets after Settlement of All Debts
The distribution of the liquidation proceeds takes place according to a precise legal scheme. Unless the articles of association provide otherwise, the liquidation surplus is distributed to the partners or shareholders in proportion to their shareholdings:
In the case of the LLC: Distribution according to share capital contributions
In the case of the stock corporation: Distribution according to nominal share values
Conclusion
The orderly liquidation of a LLC or stock corporation requires careful planning and professional execution. A structured approach protects shareholders and managing directors from legal risks and financial disadvantages.
Key success factors for a smooth liquidation:
Early planning of the dissolution
Compliance with all legal deadlines and regulations
Professional accompaniment by qualified experts
Complete documentation of all liquidation steps
"A professionally executed liquidation creates legal certainty and protects the personal assets of the shareholders"
Contact us for a non-binding consultation on the professional support of your company dissolution. With Jurata you can master the liquidation of your LLC or stock corporation safely and efficiently.
