Online Notariat team
28 October 2026 · Updated 29 October 2026
Reviewed by our notary in St. Gallen
Key takeaways
Three options for a company you no longer need – but rarely are all three open:
- Sell: realistic only with an active business – empty shells can no longer be transferred since 2025
- Keep dormant: can be reactivated at any time, but costs bookkeeping, tax return and domicile every year
- Liquidate: a one-off CHF 400 flat fee, then no further obligations – the clean end
The business model has run its course, the succession is settled, or the company was set up for a single project: sooner or later many owners ask what to do with a company they no longer need. Three routes are open in theory – in practice, one or two usually drop out quickly. Here is the honest comparison.
Option 1: Sell – only with a real business
A company with an operating business, customers, employees or valuable contracts can be sold. That is a classic business sale and often the best solution if someone wants to continue the business.
It is different for an inactive shell. Selling a company that has no business activity and no realisable assets and is over-indebted – usually to "save" formation costs – has been void since 1 January 2025. Registries examine suspicious cases, may ask for the signed latest annual accounts and refuse the entry. More in Transferring shares in a Swiss GmbH.
Option 2: Keep dormant – flexible, but costly over time
Simply keeping the company and putting it on hold is tempting: no resolution, no procedure, and business can resume at any time. That is the one real advantage – if you have a concrete new use in sight, you save the cost of setting up a new company later.
The downside: all obligations continue. Bookkeeping and annual accounts, an annual tax return with a minimum capital tax, a legal domicile and officers resident in Switzerland – typically several hundred to over a thousand francs per year, every year. Without a concrete plan, a dormant company is not a saving but a subscription without anything in return.
Option 3: Liquidate – the clean end
An ordinary liquidation ends the company with legal certainty and for good: notarised resolution, entry "in liquidation", call to creditors in the Swiss Official Gazette of Commerce, a waiting period of one year, final accounts and deletion. During the waiting period administration continues as usual – afterwards there is no more bookkeeping, no tax return and no domicile cost. The complete process is described in How to liquidate a Swiss GmbH or AG.
Important: an ordinary liquidation requires that the company can pay its debts. If it is insolvent or over-indebted, bankruptcy law applies instead.
The comparison at a glance
| Sell | Keep dormant | Liquidate | |
|---|---|---|---|
| Feasibility | Only with an active business; shells are not registered | Always possible | Always possible if debts are covered |
| Costs | Sale process, advice | Ongoing: often CHF 1,000+ per year | One-off CHF 400 flat fee (+ CHF 100 call to creditors) |
| Duration | Weeks to months | Unlimited – so are the costs | About one year (waiting period) |
| Afterwards | Proceeds, handover to the buyer | All obligations continue | Company deleted – no further obligations |
Conclusion
If you have an active business with substance, consider selling. If you have a concrete plan to use the company again soon, keeping it dormant can be justified. In all other cases, an ordinary liquidation is the economically cleanest solution: a one-off, predictable cost – and a definite end to the annual obligations.
Frequently asked questions
Can I sell my inactive Swiss GmbH or AG?+
Only in exceptional cases. Since 1 January 2025, the transfer of shares in a company that has no business activity, no realisable assets and is over-indebted is void (Art. 684a and 787a Swiss Code of Obligations), and registries refuse to register it. A sale is realistic only for a company with a real business, customers or substance.
What does it cost to keep a Swiss company dormant?+
All obligations continue: bookkeeping and annual accounts, an annual tax return including a minimum capital tax, a legal domicile and officers resident in Switzerland. That typically adds up to several hundred to over a thousand francs per year.
Can a dormant company be reactivated later?+
Yes – that is the one real advantage of keeping it. An existing company can resume business at any time without formation costs. It is worth it if you have a concrete plan to use the company again within the next year or two.
How does liquidation compare in cost?+
With us, a liquidation costs a one-off flat fee of CHF 400 (excl. VAT and register fees), optionally CHF 100 for publishing the call to creditors. Keeping a company dormant costs money every year, so liquidation usually pays for itself within the first year.
Ready to close your company?
Start with our AI notary assistant – it speaks English, is available 24/7 and only needs a quick e-mail verification, no account.
Prefer a person? Our team in St. Gallen is happy to help in English: +41 71 272 26 55.
Flat fees excl. VAT; official commercial register fees are charged separately by the registry.
More English guides
How to Liquidate a Swiss GmbH or AG
Resolution to dissolve, entry 'in liquidation', call to creditors, the one-year waiting period, tax clearance and deletion – the complete process, the resident liquidator rule and the costs.
English guideHow to Set Up a Company in Switzerland as a Foreigner
No Swiss passport required: who can found a Swiss GmbH or AG, how to meet the Swiss residency requirement for one authorised signatory, how to sign from abroad without an apostille and what it costs.