Voluntary dissolution (Switzerland)

Voluntary dissolution (résolution / freiwillige Liquidation) is the procedure by which shareholders of a Swiss SA or Sàrl decide to wind up the company in an orderly manner without judicial intervention. Governed by Articles 736–745 of the Swiss Code of Obligations (CO) for the SA, it is initiated by a qualified majority vote of the extraordinary general assembly, followed by registration in the commercial register and communication to known creditors. The dissolution does not affect the company's existing rights and obligations — the company continues to exist legally until the liquidation is completed and deregistered.

The three phases of voluntary dissolution are: (1) Dissolution decision and registration, with creditor notification and a call for claims; (2) Liquidation: realisation of assets, settlement of liabilities, resolution of pending matters; (3) Distribution to shareholders: after a mandatory 3-month waiting period following the last creditor call (Article 745 CO), the net liquidation proceeds are distributed to shareholders and a deregistration application is submitted to the commercial register. The liquidators (often the former board) manage all three phases and bear personal liability for orderly execution.

Fiscal treatment at dissolution: return of nominal share capital is free of Swiss withholding tax. Distribution of distributable reserves (benefice net) is subject to 35% withholding tax, recoverable by Swiss-resident shareholders. Certified Capital Contribution Reserves (CCR/RAP) can be returned without withholding tax. This tax distinction makes pre-dissolution dividend distribution vs. liquidation distribution analysis critical for shareholder value optimization.

At Hectelion, we advise on voluntary dissolution of Swiss companies and value residual assets in our restructuring and valuation mandates.