Online Notariat team
28 October 2026 · Updated 29 October 2026
Reviewed by our notary in St. Gallen
Key takeaways
An ordinary liquidation ends a Swiss GmbH or AG cleanly and for good: notarised resolution, entry "in liquidation", call to creditors, one-year waiting period, tax clearance and deletion from the commercial register.
- Minimum duration around twelve months – the waiting period starts with the call to creditors
- At least one liquidator must live in Switzerland and be authorised to represent the company
- Flat fee CHF 400 (excl. VAT); publication of the call to creditors + CHF 100; fully online, also from abroad
The business has run its course, the project is finished, or the owner is moving abroad: when a Swiss company is no longer needed, an ordinary liquidation is the clean way to close it. This guide explains every step, the rules for liquidators and the costs.
The liquidation step by step
- Resolution to dissolve: the general meeting (AG) or the partners' meeting (GmbH) resolves the dissolution and appoints the liquidators. The resolution is recorded as a public deed. All partners or shareholders sign a power of attorney so that the meeting can be held as a universal meeting; for an AG, we first send the share register for signature.
- Entry "in liquidation": about 7–10 days after the deed, the company appears in the commercial register with the addition "in liquidation".
- Call to creditors: known creditors are informed directly; unknown creditors are called upon in the Swiss Official Gazette of Commerce (SOGC). Since 2023, a single publication is sufficient.
- Waiting period of one year: creditors can register their claims. Business is wound up in the meantime; bookkeeping and tax returns continue as usual.
- Realisation and distribution: assets are realised, debts paid and the remaining assets distributed to the partners or shareholders after the waiting period.
- Deletion: the liquidators apply for deletion. Before deleting the company, the registry obtains the consent of the tax authorities – then the company is removed from the register.
Who are the liquidators?
By law, the existing board of directors or managing directors carry out the liquidation unless the articles or the meeting appoint other persons. The liquidators represent the company during the liquidation and are responsible for all liquidation acts.
The resident liquidator rule
At least one liquidator must be resident in Switzerland and authorised to represent the company (Art. 740(3) Swiss Code of Obligations). This rule is tied to the function of liquidator – another authorised signatory living in Switzerland does not replace it.
A single resident liquidator needs sole signing authority; with joint signature, both liquidators must be resident in Switzerland. Without a resident liquidator the registry will not make the entry. The simplest solution: appoint the person living in Switzerland as (co-)liquidator with sole signature – a liquidator abroad can remain in office alongside.
Who signs what?
- Power of attorney for the resolution: all partners or shareholders.
- Application for the dissolution and the liquidators: the liquidators.
- New liquidators confirm acceptance and file a certified signature; existing officers do not, their signatures are already on file.
- Application for deletion: the liquidators, with a simple signature.
With a Swiss qualified electronic signature (QES) all certifications are unnecessary – ideal for owners abroad; see Signing from abroad with QES.
Practical tips
- Shortening the waiting period rarely pays off. Distribution after three months requires a licensed audit expert to confirm that all debts have been paid – typically a four-figure cost. You gain about nine months in which the company only runs administratively.
- Mind the year-end. Every financial year that begins before deletion requires annual accounts and a tax return. The timing of the resolution decides how many there will be.
- Publish the call to creditors right after the entry – every day of delay extends the liquidation.
- Settle taxes and social security early. Submit the tax return for the liquidation year promptly and obtain the final statement of the compensation fund; otherwise the deletion waits.
- Plan for withholding tax. Whatever exceeds paid-in capital and capital contribution reserves counts as liquidation surplus and is subject to Swiss withholding tax (35%). It must be declared to the Federal Tax Administration; whether and how it can be reclaimed depends on the shareholder's residence and any double taxation treaty.
- Keep the bank account and domicile until deletion. The final distribution and tax payments run through the company account. The business records must be kept for ten years; the place of retention is registered with the deletion.
Costs
| Item | Amount |
|---|---|
| Our flat fee (notarial deed, all register applications, support until deletion) | CHF 400 + VAT |
| Publication of the call to creditors in the SOGC, incl. publication fees | + CHF 100 |
| Fully digital signing by QES | + CHF 150 |
| Register fee: dissolution | CHF 70 (plus CHF 20 per registered person) |
| Register fee: deletion | CHF 80 |
Not sure whether liquidation is the right step? Compare the options in Liquidate, sell or keep dormant?
Frequently asked questions
How long does the liquidation of a Swiss company take?+
At least around twelve months. The company's assets may only be distributed one year after the call to creditors has been published (Art. 745(2) Swiss Code of Obligations). With a confirmation from a licensed audit expert that all debts have been paid, distribution is possible after three months – but because of the audit costs this is rarely worthwhile.
Does a liquidator have to live in Switzerland?+
Yes. At least one liquidator must be resident in Switzerland and authorised to represent the company (Art. 740(3) Swiss Code of Obligations). Another authorised signatory resident in Switzerland does not replace this. A single resident liquidator needs sole signing authority; with joint signature, both liquidators must live in Switzerland. A liquidator abroad can remain in office alongside.
Can I liquidate my Swiss company from abroad?+
Yes. The whole process can be handled online, and with a Swiss qualified electronic signature (QES) no certification or apostille is needed. The only requirement is a liquidator resident in Switzerland.
What does a liquidation cost?+
Our flat fee is CHF 400 (excl. VAT), including the notarial deed of the resolution, all commercial register applications and support until deletion. Publishing the call to creditors in the Swiss Official Gazette of Commerce costs CHF 100 extra including publication fees. The official register fees are CHF 70 for the dissolution and CHF 80 for the deletion, plus small charges for registering the liquidators.
What if the company cannot pay its debts?+
Then an ordinary liquidation is not possible. If the company is insolvent or over-indebted, the procedure follows bankruptcy law instead – the board of directors or management must act and, if necessary, notify the court.
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
Liquidate, Sell or Keep Dormant? Options for a Swiss Company You No Longer Need
Selling only works with a real business, a dormant company keeps costing money every year, and liquidation ends all obligations. An honest comparison – including the ban on trading empty shells since 2025.
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.