Fundamentals of liquidating an LLC or stock corporation
The LLC (limited liability company) and the stock corporation are the two most common corporations under Swiss company law. Both legal forms are characterised by a clear separation between company assets and private assets.
The legal framework for liquidation is set out in the Swiss Code of Obligations (CO). The commercial registry office supervises the entire liquidation process and ensures that all statutory requirements are met.
The dissolution process
The dissolution of an LLC or stock corporation begins with a formal resolution. The process follows strictly defined legal requirements under the Swiss Code of Obligations.
Resolution of the general meeting
The dissolution resolution must be passed by the shareholders' meeting or the general meeting. The resolution must be publicly certified. The dissolution is then reported to the commercial registry office. The company name subsequently bears the addition "in liquidation" and remains entered in the commercial register. -
Once the resolution has been passed, the actual liquidation phase begins. The company retains its legal personality but is restricted in its business activity to winding up the liquidation.
The liquidation
Liquidating an LLC or stock corporation requires the appointment of a liquidator. This position can be filled by existing managing officers or by external specialists.
Appointment of the liquidator
The liquidator takes on a central role in the dissolution process. The statutory requirements provide that the liquidator must meet the following conditions:
Residence in Switzerland: at least one liquidator must be resident in Switzerland
Power of representation: sole signature or joint signing authority where there are several liquidators
Commercial register entry: obligation to register the liquidators (together with the dissolution resolution)
Duties and responsibility
The liquidator bears comprehensive duties:
Preparation of an opening liquidation balance sheet
Administration of the company's assets
Winding up of current business
Collection of outstanding receivables
Settlement of liabilities
Representation of the company externally
Preparation of the final liquidation account
The liquidators are personally liable for damage caused through their own fault. Careful documentation of all actions and decisions is essential. In complex cases, support from a legal expert is advisable. Anyone who needs legal and administrative support in dissolving their company can carry out the liquidation of a LLC or stock corporation with Jurata. Jurata prepares the required documents, coordinates the notarisation of the dissolution resolution, arranges publication of the call to creditors and prepares the application for the subsequent deletion from the commercial register. This means the central formal steps of the liquidation are guided in a structured way, while the effort required from the shareholders remains as low as possible.
Inventory and realisation of assets
At the start of the liquidation, the liquidator draws up a complete inventory of the assets. This includes both tangible assets such as real estate, machinery, vehicles and inventories, and intangible assets such as patents, trademark rights, licences and existing customer relationships. This thorough stocktaking forms the basis for the further winding-up.
The realisation of the assets follows the principle of achieving the best possible value. In doing so, the liquidator must take account of the interests of the creditors and the shareholders. The assets are realised through targeted sales, auctions or transfers. Careful documentation of all realisation measures is required by law and serves as evidence that the liquidation has been carried out properly.
Publication of the call to creditors
The call to creditors is a central element of the liquidation process. The liquidator must call on the company's creditors to file their claims by publishing the liquidation call to 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 on 1 January 2023 by an amendment to Art. 745 para. 2 CO. Since then, only a single publication of the liquidation call to 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 option of applying for deletion earlier - after just three months - if a licensed audit expert confirms that all debts have been settled and that no risk to third-party interests is to be expected.
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 company's books must also be taken into account. The liquidator examines the claims submitted carefully and decides whether to recognise them.
Distribution of assets after settlement of all debts
The distribution of the liquidation proceeds follows a precise statutory scheme. Unless the articles of association provide otherwise, the liquidation surplus is distributed to the shareholders in accordance with their participation:
For the LLC: distribution according to the nominal capital contributions
For the stock corporation: distribution according to the nominal share values
Conclusion
The orderly liquidation of an LLC or stock corporation requires careful planning and professional execution. A structured approach protects shareholders and managing officers from legal risks and financial disadvantages.
Key success factors for a smooth liquidation:
Early planning of the dissolution
Compliance with all statutory deadlines and requirements
Professional guidance from qualified experts
Complete documentation of all liquidation steps
"A professionally executed liquidation creates legal certainty and protects the private assets of the shareholders"
Contact us for a no-obligation consultation on professional support for the dissolution of your company. With Jurata, you can master the liquidation of your LLC or stock corporation safely and efficiently.
