The liquidation of a company in switzerland (sa or sàrl) is a structured legal process that allows a business to be dissolved in an orderly manner. This guide presents the steps, deadlines, legal obligations, and practical considerations for 2025.
Legal framework and types of liquidation
Liquidation is governed by the swiss code of obligations (articles 736 to 747) and the ordinance on the commercial register.
Types of liquidation:
- Ordinary voluntary liquidation: decided by shareholders/partners, solvent company
- Judicial liquidation: ordered by the court in case of over-indebtedness or insolvency
This guide focuses on ordinary voluntary liquidation.
Step 1: Decision to liquidate
Decision-making body
Dissolution is decided by the general meeting of shareholders (sa) or partners (sàrl).
- Required majority: generally qualified (2/3 or 3/4 depending on the articles)
- Formalism: the decision must be notarized (authentic deed)
Content of the decision:
- Dissolution of the company
- Appointment of one or more liquidators (often current directors or an external fiduciary)
- Acceptance of the mandate by the liquidators (written signature)
Step 2: Appointment and role of liquidators
Who can be a liquidator?
- Current directors: often appointed to ensure continuity
- External fiduciaries: recommended to ensure independence and expertise
- At least one person domiciled in switzerland
Role of the liquidator:
- Realize assets: sell property, collect receivables
- Settle debts: pay creditors, settle tax and social obligations
- Prepare accounts: interim and liquidation balance sheets
- Represent the company: sign legal documents
Responsibility:
Liquidators have personal liability (art. 754 co) in case of fault in the exercise of their functions.
Step 3: Registration in the commercial register
"in liquidation" mention
From the dissolution decision:
- The company is registered in the commercial register with the mention "in liquidation"
- Names of the liquidators are published
- The company name becomes: "company xy sa in liquidation"
Deadline: 1 to 2 weeks after submission of the complete file.
Step 4: Calls to creditors
Mandatory publication
The liquidator must publish three calls to creditors in the swiss official gazette of commerce (fosc) and, depending on the canton, in a local newspaper.
Content of the call:
- Invitation to creditors to declare their claims
- Deadline for submitting claims
- Contact details of the liquidator
Deadlines:
- Standard deadline: one year after the last call
- Reduced deadline: three months if an approved auditor certifies that all debts are settled and no claims are expected
Step 5: Inventory and realization of assets
Inventory:
The liquidator prepares a complete inventory:
- Assets (real estate, furniture, receivables, stocks, cash)
- Liabilities (debts, provisions, accrued expenses)
Realization:
- Sale of assets: transfer of movable and immovable property
- Collection of receivables: collection of amounts owed to the company
- Termination of contracts: leases, insurance, subscriptions, employment contracts
Step 6: Settlement of debts and obligations
Order of priority:
- Liquidation costs (liquidator's fees, rc fees, publications)
- Preferred creditors: social charges (avs, lpp), taxes
- Ordinary creditors: suppliers, banks
- Shareholders/partners: only after full payment of claims
Tax obligations:
- Final tax returns: vat, cantonal/communal tax, direct federal tax
- Clearance certificates: obtain tax clearance certificates from all authorities (canton, commune, confederation)
Important: without tax clearance, removal from the rc is impossible.
Social charges:
- Balance avs/ai/apg, laa, lpp
- Clearance certificates from compensation funds
Step 7: Liquidation balance sheet and distribution
Liquidation balance sheet:
The liquidator prepares a final liquidation balance sheet:
- Statement of all assets realized
- Settlement of all debts
- Balance available for distribution
Approval:
The balance sheet is submitted to the general meeting for formal approval.
Distribution of the balance:
If an excess remains after payment of all debts:
- Distribution to shareholders/partners according to their statutory rights
- Generally proportional to capital participation
Step 8: Removal from the commercial register
Conditions:
- All creditors paid
- Tax and social clearance obtained
- Liquidation balance sheet approved
- Waiting period elapsed (1 year or 3 months)
Request for removal:
The liquidator submits a request for removal to the commercial register with:
- Approved liquidation balance sheet
- Tax and social certificates
- Minutes of the general meeting approving the liquidation
Deadline: generally 2 to 4 weeks after submission.
Final dissolution:
Once removed, the company is dissolved and ceases to exist legally.
Step 9: Retention of documents
Legal obligation:
Accounting and legal documents must be kept for at least 10 years (20 years for real estate transactions):
- Accounting books
- Invoices
- Contracts
- Minutes
Responsible: generally the former liquidator or a designated partner.
Overall deadlines
| Step | Indicative deadline |
|---|---|
| Decision and appointment | Immediate |
| RC registration "in liquidation" | 1-2 weeks |
| Calls to creditors (3x) | 1 year or 3 months (with audit) |
| Asset realization and settlement | Variable (6-12 months) |
| Obtaining tax clearances | 2-6 months |
| RC removal | 2-4 weeks |
| Total | 12-18 months minimum |
Estimated costs
- Notary fees: chf 500 – 1,500
- RC registration: chf 120 – 600 (depending on canton)
- FOSC publications: chf 200 – 600 (3 calls)
- Liquidator's fees: chf 3,000 – 10,000+ (depending on complexity)
- Fiduciary services: chf 2,000 – 8,000 (final accounting, tax returns)
Common mistakes to avoid
- Incorrect publication of calls: risk of extended deadlines
- Forgetting creditors: personal liability of the liquidator
- Premature distribution of assets: before full payment of debts
- Neglecting tax clearances: removal impossible
- Failure to retain documents: legal obligation for 10 years
Accelerated liquidation (3 months)
Conditions:
- The company must be solvent
- No outstanding debts
- Audit by an approved auditor certifying:
- All debts are settled
- No further claims are expected
Advantages:
- Time saving: 3 months instead of at least 12 months
- Reduced management costs
Additional cost:
- Audit fees: chf 2,000 – 5,000
Judicial liquidation (for information)
In case of over-indebtedness (liabilities > assets), ordinary liquidation is not possible. Directors must:
- Notify the bankruptcy court
- The court opens a bankruptcy procedure
- An official liquidator is appointed
- Longer and more complex procedure
Advice and support
The liquidation of a company, although structured, involves many legal, tax, and accounting aspects. An error can lead to delays, additional costs, and even personal liability.
Ark fiduciaire services
We support companies in their complete liquidation:
- Appointment as liquidator
- Preparation of all legal documents
- Management of calls to creditors and publications
- Accounting for liquidation and balance sheets
- Obtaining tax and social clearances
- Representation before the commercial register
Contact our team for professional and secure support.