Closing a business in Switzerland

Several factors may cause a business to be wound up in Switzerland. One of the factors could be the way of managing a company, or simply one of the investors no longer wants to be part of the business. Also, there may be external factors such as an economic crisis. The rules applicable to company insolvency are found in a number of Swiss laws, ranging from corporate directors' obligations to bankruptcy procedures.

The Swiss Code of Obligations contains various rules on restructuring measures, especially for the most popular corporate forms offered by Swiss law, namely the corporation and the limited liability company. These measures involve creditors or owners, meaning the company's shareholders or quota holders of a limited liability company.

The formal procedure, which is court-based and is primarily administrative, is regulated by the Swiss Debt Enforcement and Bankruptcy Act. This law mainly regulates the debts enforcement, namely claims in money, and insolvency proceedings against individual and legal entities. It also establishes the procedure for the composition of guarantees, containing further rules for the composition of procedures and agreements.

For the financial sector, special rules on bankruptcy are applied and these are included in Swiss banking acts. In addition, the Swiss Federal Act on Private International Law contains rules for insolvency and bankruptcy involving cross-border issues.

Regarding fraudulent bankruptcy or disposition of confiscated assets, the criminal law classifies them as criminal acts.

Liquidation options for Swiss companies

Liquidation of a company in Switzerland is usually decided through a resolution of the shareholders' meeting. In order for the dissolution procedure to begin, a majority of the shareholders' votes is required, unless the company’s statutory documents mention otherwise.

Voluntary liquidations

In order for a limited liability company in Switzerland to be dissolved properly, it must meet certain conditions. It can be closed using the articles of association, which, for example, can limit the life of the company, making it dependent on a condition that is no longer applicable. In this case, the winding-up procedure must be initiated by a competent corporate body, and not triggered automatically.

If there is no statement of reasons in the constitutive act, then a resolution must be established after a meeting, and this must be notarized publicly.

Also, legal action for dissolution for good cause can be initiated, this being done through a court order, and only if the shareholders represent at least 10% of the shareholding dissolution request. Of course, the court may order another solution, if necessary.

Incorporation errors and cases in which the companies aim immoral and illegal purposes can also represent criteria dissolution of a company established in Switzerland.

Voluntary dissolution is the most efficient and cost-effective way to close a Swiss company if there are no creditors.

It is important to note that if the company is not dissolving properly, then this could take time and money. In addition, you need to make sure that you do not violate any civil or criminal law. Therefore, it is advisable to contact specialized consultants for assistance and taxes in order to close your business.

Involuntary liquidations

Liquidation is implemented in Switzerland when the company must be closed for legal reasons such as bankruptcy, losses or merger with another company. If the bankruptcy application is the only solution for a business owner, it pays to start the process as quickly as possible.

Under a compulsory liquidation, bankruptcy proceedings are conducted through a bankruptcy administrator. These procedures may be imposed by a court statement following a request made either by a creditor or by the company as a result of overindebtedness. Another option is to complete an insolvency statement according to the Swiss Debt Enforcement and Bankruptcy Law.

Dissolution

There is a possibility to close a company without liquidation through restructuring transactions such as mergers, demergers, and transformations. The regulation of these transactions is made by the Federal Act on Merger, Demerger, Transformation and Transfer of Assets and Liabilities.

There are several key tax consequences of liquidation, whether voluntary or involuntary or relocation abroad. One of them would be the difference between the book value and the market value subject to both the withholding tax and the corporate income tax.

In the case of voluntary winding-up, the Swiss fiscal debt is terminated only after all taxes have been paid. It should be noted that there are no substantial differences between the tax consequences of voluntary or involuntary liquidation. The same may also apply to the cessation of economic activity without formal liquidation.

Pay attention to unpaid taxes! For this, liquidators can be held accountable. It is important to protect your business assets, regardless of the option, but you need to comply with the liquidator's wishes, acting responsibly. For more information and advice about how to proceed, our Swiss consultants are ready to help you.

Reasons for closing a business in Switzerland

The company's cash flow shows constant problems

Although at the beginning of the activity, companies do not record high value of profits, after many years, they should become profitable, with constant cash flow. If a Swiss company older than 5 years in the market is in constant need of cash flow then it would be opportune to close it. Otherwise, the enterprise's overall activity may be affected by the fact that the company is unable to pay its debts, expenses and other current costs.

Customers have a low engagement 

There is a risk that the company's products or services will not meet the consumer's needs. In this case, investors need to consider improving the product range and increasing the quality, otherwise, the business will not be profitable. Our Swiss specialists in opening a company can provide advice if business people are facing these issues. 

Employees have low qualifications

The workforce value is one of the most important aspects when entrepreneurs decide to open a company in Switzerland. Sometimes employees may not meet the needs of the company, although the Swiss workforce is known for its high level of skills. This can affect business activity, so it is necessary to study the characteristics of the local workforce before setting up a company.

Voluntary liquidation or closing a business in Switzerland, for whatever reason, can be daunting if you do not know what to do. We recommend to close or liquidate the company in Switzerland in a transparent way, without the risk of any liability. Our team can offer a full package of personalized services tailored to your individual or corporate needs.

 

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