In short: A GmbH is wound up in three stages: the shareholders’ meeting resolves the dissolution in a notarial deed, the company is entered «in liquidation», and the liquidators publish the call to creditors in the SOGC. Deletion can be filed at the earliest one year after the call to creditors, or after three months with confirmation from a licensed audit expert (Art. 745 CO). With Hoop you prepare the resolution and filings digitally; the notarisation takes place without personal attendance.
Dissolve, liquidate, delete
- Dissolve: the shareholders decide to end the GmbH. It then continues to exist as a company «in liquidation».
- Liquidate: the liquidators wind up the business, pay the debts and distribute the remaining assets.
- Delete: the GmbH only ceases to exist when it is deleted from the commercial register.
Procedure in six steps
- Dissolution resolution: the shareholders’ meeting resolves the dissolution in a notarial deed (Art. 821 para. 2 CO) and appoints the liquidators. At least one liquidator authorised to represent the company must be resident in Switzerland (Art. 740 para. 3 in conjunction with Art. 821a CO).
- Entry «in liquidation»: the dissolution and the liquidators are entered in the commercial register; the company name receives the addition «in liquidation».
- Call to creditors: the liquidators call on creditors in the SOGC to register their claims (Art. 742 para. 2 CO). Known creditors are also notified directly.
- Liquidation: wind up current business, collect receivables, realise assets, pay debts. If the company turns out to be over-indebted, the liquidators must notify the court.
- Distribution: the remaining assets go to the shareholders, at the earliest one year after the call to creditors (Art. 745 para. 2 CO). If a licensed audit expert confirms that the debts have been settled, three months are sufficient (Art. 745 para. 3 CO).
- Deletion: the liquidators apply for deletion (Art. 746 CO). The commercial register office only deletes the GmbH once the federal and cantonal tax authorities have consented (Art. 65 CRO).
How long does liquidation take?
At least one year from the call to creditors, at least three months with confirmation from an audit expert. On top of that comes the time needed to wind up the business and obtain the tax authorities’ consent.
And for an AG?
For an AG, liquidation follows the same procedure. The general meeting resolves the dissolution in a notarial deed; the liquidators are usually the members of the board of directors (Art. 740 para. 1 CO). The call to creditors, waiting period and deletion follow the same rules (Art. 742 to 746 CO). Hoop supports the liquidation of both GmbH and AG.
Liquidating a GmbH with Hoop
With Hoop you prepare the dissolution resolution and filings digitally; the notarisation takes place without personal attendance. Hoop publishes the call to creditors in the SOGC with your power of attorney and shows you the deadlines up to deletion. Learn more: Company changes and liquidation.
Frequently asked questions
Can a GmbH be dissolved without liquidation?
Only in exceptional cases, for example in a merger, when another company takes over the GmbH.
Who pays the debts if the assets are not sufficient?
The GmbH is then over-indebted. The liquidators must notify the court; bankruptcy proceedings usually follow.
Do taxes have to be settled before deletion?
Yes. Without the consent of the federal and cantonal tax authorities, the commercial register office will not delete the GmbH.
Next steps with Hoop
Registered office, purpose, company name, articles or signing authorities: change them digitally in the commercial register with Hoop – including notarisation by the partner notary where required.
Company changes online with Hoop · Commercial register offices
For businesses that do it themselves: Company changes and liquidation for businesses
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.
