Questions and answers on liquidating a GmbH or AG
The key questions on liquidating a GmbH or AG, answered briefly. With Hoop, you draft resolutions and applications digitally, the public deed is executed without you being physically present, and Hoop shows you the deadlines until deletion.
Process
How does the liquidation of a GmbH or AG work?
The shareholders’ or general meeting resolves to dissolve the company, which is entered «in liquidation», and the call to creditors is published. Creditors are then paid and the remaining assets distributed. Only then is the company deleted from the commercial register. → Liquidation with Hoop
Does the dissolution resolution have to be notarised?
Yes, the resolution to dissolve the company requires a public deed. With Hoop, it is executed without you being physically present, and the signatures use a qualified electronic signature.
Legal basis: Art. 736 CO, Art. 821 CO
Who is the liquidator?
Unless resolved otherwise, the board or management carries out the liquidation. The meeting can also appoint other persons. At least one liquidator resident in Switzerland must be able to represent the company.
Legal basis: Art. 740 CO
What is the call to creditors?
With the call to creditors in the Swiss Official Gazette of Commerce (SOGC), the company asks its creditors to register their claims. With Hoop, you request the call to creditors directly within the process.
Legal basis: Art. 742 CO
What do I need to start the liquidation?
The current articles of association and details of the shareholders, the officers and the future liquidators. Hoop drafts the resolution and the application from them.
Can I use Hoop together with my fiduciary or notary?
Yes. Your fiduciary can run the liquidation in Hoop or take over the fully prepared data and documents. Several liquidations can also be handled in parallel.
Duration and deletion
How long does a liquidation take?
The remaining assets may be distributed no earlier than one year after the call to creditors. If a licensed audit expert confirms that all debts have been paid, this is possible after three months. Tax clearance comes on top, so a liquidation usually takes several months to more than a year.
Legal basis: Art. 745 CO
When is the company deleted from the commercial register?
Once the liquidation is complete, the liquidators file for deletion. The commercial register office deletes the company as soon as the tax authorities have given their consent.
Legal basis: Art. 65 CRO
What happens to the company’s books after deletion?
They must be kept for ten years after deletion. The place of storage is stated at the time of deletion.
Legal basis: Art. 747 CO
Costs and special cases
What does a liquidation cost?
The fees of the commercial register office, the public deed for the dissolution resolution, the publication of the call to creditors and Hoop’s service at a fixed price. If an audit expert is involved, their fee is added. You see all of Hoop’s items before you submit.
What if the company is over-indebted?
Then an ordinary liquidation is not possible. The board or management must notify the court, which as a rule opens bankruptcy proceedings. Seek advice in this case.
Legal basis: Art. 725b CO
How do I delete a sole proprietorship?
A sole proprietorship is deleted without a liquidation procedure: the owner files the deletion with the commercial register office. No call to creditors or waiting period is required.
