Company Dissolution (Switzerland)

Company dissolution in Swiss law (Auflösung der Gesellschaft) is the legal procedure by which a legal entity ceases to exist. It can result from shareholder resolution (voluntary dissolution), a court order (forced dissolution for over-indebtedness or repeated legal violations), or expiry of the company's statutory duration.

The voluntary dissolution procedure for a Swiss SA involves: general assembly resolution by 2/3 of votes represented, registration of the dissolution notice in the Commercial Register, appointment of liquidators, realisation of assets and repayment of liabilities, publication of the creditor call in the Swiss Official Gazette (FOSC) with a 1-year waiting period, distribution of the balance to shareholders (after tax deductions), and cancellation from the Commercial Register.

From a tax perspective, dissolution triggers a potential capital gain for shareholders on the liquidation surplus distributed above paid-up capital and capital contribution reserves (RAP). For Swiss resident individual shareholders holding their stake as private assets, this gain is generally exempt from income tax.

Example: following the sale of operating assets of a Vaud SA for CHF 3.2 million, the company is dissolved. Liquidation balance sheet: net assets CHF 2.8 million. Paid-up capital: CHF 100,000. RAP: CHF 400,000 (distributable without withholding tax). Balance: CHF 2.3 million subject to 35% withholding tax (CHF 805,000) recoverable by Swiss resident shareholders via their tax return.

At Hectelion, we accompany Swiss company dissolution and liquidation procedures in the context of restructurings and M&A transactions.