Liquidation: How to close your company (SA or Sàrl)

Liquidation: How to close your company (SA or Sàrl)?
Winding up and closing a company, whether a Société Anonyme (SA) or a Société à Responsabilité Limitée (Sàrl), is a delicate process, involving difficult decisions and numerous legal steps. The aim of this guide is to outline the steps involved in winding up a company, examining the common reasons for liquidation, whether voluntary, such as cessation of activity, or involuntary, such as bankruptcy.

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Liquidation: How to close your company (SA or Sàrl)?

Reasons for closing a company

Visit dissolution of a company in Switzerland is a process regulated by various articles of the Swiss Code of Obligations (CO)which provides a structured legal framework for the definitive closure of business entities. You will find below the causes linked to the closure of a company.

- Statutory dissolution

The Articles of Association of a public limited company may provide for its dissolution following the occurrence of certain objectively ascertainable events.

- Dissolution by decision of the Annual General Meeting

Dissolution may be decided by the company's Annual General Meeting (AGM) at any time.

- Dissolution following bankruptcy

The opening of bankruptcy proceedings is a cause of dissolution. These proceedings may be initiated by creditors or the company itselfin accordance with articles 166 and 190 of the Debt Collection and Bankruptcy Act (LP), and in the event of overindebtedness under article 725b CO.

- Dissolution for just cause

A court order may dissolve a public limited company if shareholders representing at least 10% of capital or votes require dissolution for just cause.

- Other cases provided for by law

A number of other legal grounds may lead to the dissolution of a public limited company, such as organizational deficiencies (art. 731b CO), and structural defects (art. 643, para. 3, CO), or goals immoral or illegal (art. 57, para. 3, CC).

Steps in liquidating a company

Dissolving a company in Switzerland is a rigorous and structured process, governed by a set of rules and regulations. legal steps and administrative procedures. The aim of this procedure is to ensure an orderly and fair closure of the company, while protecting the interests of the shareholders. shareholdersand creditors and others stakeholders.

1. decision to dissolve: Extraordinary General Meeting

The dissolution of a company in Switzerland begins with a decision taken at a shareholders' meeting. Extraordinary General MeetingHowever, it requires the intervention of a notary, as it must be validated by an authenticated deed.

This process requires a shareholder vote (SA) or associates (Sàrl) collecting at least the two-thirds of the votes and the absolute majority of share capital for which voting rights can be exercised is required to approve the dissolution.

1.1 Appointment of the liquidator

After the decision to dissolve, authenticated by a notary at the time of Extraordinary General Meetingshareholders or associates must appoint a liquidator to manage the company's closure.

One of the liquidators must be resident in Switzerland and authorized to represent the company.

In case of legal dissolutionthe court appoints the liquidators.

In a bankruptcy contextThe liquidation is carried out by the bankruptcy administration, in accordance with the applicable rules. The company's directors retain a limited power of representation, necessary for the liquidation.

The General Meeting may dismiss the liquidators at any time, and a court may intervene to dismiss or appoint new liquidators at the justified request of a shareholder.

1.2 Registration in the Commercial Register

The first step in the process of winding up a company in Switzerland is to register its dissolution in the Commercial Register. At the Extraordinary General Meeting where the dissolution is decided, the company requests the addition of "in liquidation to its corporate name.

This registration is used to inform the public the status of the company in liquidation. It is fundamental to ensuring transparency and communication with shareholders, associates and all other stakeholders.

2. official announcement, calls to creditors

The liquidators in charge must publish a call to creditors three times in the Swiss Official Gazette of Commerce (FOSC) to inform of the company's dissolution. This compulsory publication can also be made on three consecutive days.

This step ensures that all creditors, whether known or unknown, are included. informed of the liquidation and can claim the sums due before the company is dissolved.

3. liquidation balance sheet

Visit liquidation balance sheet is a central element in the liquidation of a companydrawn up by the liquidators. This document includes various essential aspects:

  1. Property inventory : The liquidators draw up an exhaustive inventory of the company's assets. These include real estate, equipment, inventories, receivables and cash.

  2. Valuation of assets and liabilities : Assets are valued and liabilities determined according to their liquidation value (market value). This stage may require the involvement of experts such as evaluators real estate or accountants.

  3. Debt management : The liquidators manage the collection and payment of debts. This process includes the settlement of receivables from suppliers, creditors and other creditors. tax obligations and resolving disputes potential.

  4. Debt claims : The liquidation balance sheet lists claims for debts arising from announcements published in the Swiss Official Gazette of Commerce (SOGC).

  5. Intermediate balance sheets : If necessary, interim reports are drawn up to monitor the progress of the liquidation.

The liquidation balance sheet provides a precise overview of the financial situation of the company at the time of its liquidation.

It plays a crucial role in determining the distribution of assets remaining after debts have been paid in full.

4. liquidation of assets

At this stage, liquidators play a crucial role. Their mission is to finalize day-to-day businessof liquidate assets and settle debtsThis process can take several years. This process can take several years.

The main tasks of the liquidators include :

  • Managing business and assets : This involves finalizing ongoing activities and selling the company's assets.
  • Fulfilling obligations : The liquidator must honor the company's commitments.

The liquidators must also draw up annual interim balance sheets if the liquidation continues. They are limited to acts strictly necessary for the liquidation.

5. distribution of liquidation profit

After the assets have been realized and the liquidators have finalized the day-to-day business. In the next stage, two scenarios are possible:

  1. Bankruptcy : If assets are insufficient to cover debts, this is a case of bankruptcy and the court must be informed.

  2. Breakdown of assets : If any assets remain after payment of debts, they are distributed to shareholders. This distribution is made either in accordance with the ordinary procedure, one year after the third call to creditorsor under the accelerated procedure, three months later the last call to creditors if a expert auditor certifies that debts have been settled and that no third-party interests are compromised.

The liquidators must then request cancellation the company's entry in the Commercial Register, a step that can only be finalized once the tax authority approval.

6 Deregistration of the company

Visit last stage of a company liquidation ends with its deletion from the commercial registera step symbolizing the official end of its existence.

During a ordinary procedureliquidation can only begin after a waiting period of at least 12 months following the last call to creditors published in the FOSC.

A procedure known as "accelerated is also possible, but requires the intervention of a certified auditor who certifies that all the company's obligations have been met and that, as it stands, the dissolution of the company is not detrimental to anyone.

Under the accelerated procedure, the company can be dissolved after 3 months after last call to creditors.

Once the deadline has been met, the liquidators must send a cancellation requisition with the commercial register, taking care to specify the date of the third and final call to creditors.

However, deregistration is not immediate. It only takes effect when the tax authorities give the green light.

It's only when the company is deleted from the commercial register that it is considered definitively closed.

A important detail to bear in mind is the retention of all the company's accounting and tax documents. Even after the company has closed, these documents must be kept for a minimum of three years. ten yearsThis is an essential step in complying with legal requirements.

Advice: company liquidation

Closing a company is a complex processrequiring special attention to many legal aspects, accountants and tax. It's important to surround yourself with skilled professionals and experienced.

Fiduciaire Fidulex offers support personalized and made to measure to guide you through every step of this delicate journey. Our team of accountants and tax specialists are at your disposal.

Frequently Asked Questions

The liquidator plays a crucial role in the liquidation of a company. He oversees the liquidation process, sells the assets, pays the debts and distributes the remaining assets to the shareholders.

The steps are as follows:

  1. The decision to dissolve
  2. Appointment of the liquidator
  3. Entry in the Commercial Register of the word "in liquidation" in the company name
  4. The official announcement and calls to creditors
  5. Liquidation balance sheet
  6. Realization of assets
  7. Distribution of liquidation profit
  8. Removal of the company from the commercial register

The company liquidation costs can vary depending on a number of factors, including the type of company, the size of the business, the number of employees and so on. However, below you'll find an idea of what closing a company can cost:

  1. Notary fees Approximately CHF 500 to CHF 2,000. This fee covers the preparation of the documents required for liquidation.
  2. Publication costs Approx. CHF 600 for publication of the liquidation notice in the Swiss Official Gazette of Commerce.
  3. Liquidator's fees Approximately CHF 0 to CHF 5,000. The liquidator is responsible for selling the company's assets, paying creditors and distributing the remaining balance to shareholders. The managing partner (Sàrl) or director (SA) may take on this role.
  4. Legal and accounting fees These fees can vary considerably, depending on the complexity of the liquidation. They can range from CHF 2,000 to much more.
  5. Bank account closure fees and other administrative costs : These fees may also vary.

Of course, you need to ask for a quotation, setting out your case in detail to get a clearer idea of the cost of closing the company.

Even after closure, all documents and contracts relating to the liquidated company must be kept for at least 10 years.