Dissolution and Liquidation of a Corporation

Upon the dissolution of a corporation, it generally enters into liquidation, in which the assets are liquidated and the company is removed from the commercial register. For an early distribution of assets, an audit report from an auditing expert is required.

Reasons for Dissolution

A corporation can be dissolved according to OR 736 in accordance with the statutes, by a resolution of the general meeting, by the opening of bankruptcy proceedings, by a court judgment, and in other cases provided for by law. Upon the dissolution of a corporation, it generally enters into liquidation. Dissolution without liquidation is an exception and is possible in the case of a merger, an acquisition by a public-law entity, and a transformation into a GmbH.

Formal and Factual Liquidation

A distinction is made between formal and factual liquidations. A formal corporate liquidation consists of the dissolution, the liquidation of assets, and the deletion of the company from the commercial register, wherein legal requirements are followed. In factual liquidation, on the other hand, there is a divestment of the business operation without necessarily convening a general meeting, making a call for debts, adhering to the lock-up period, or applying for deletion in the commercial register. Thus, formal liquidation requires a prior dissolution of the corporation, while in factual liquidation, any dissolution may only occur subsequently.

Early Distribution of Assets

In the case of a dissolution with liquidation, the assets may according to OR 745 II be distributed no earlier than one year after the third call for debts. However, the law provides an exception: A distribution may take place after just three months if an approved auditing expert confirms that the debts are paid and it can be assumed under the circumstances that no third-party interests are endangered (OR 745 III).

Our lawyers and trustees will gladly handle your liquidation. As an approved auditing firm, we can also conduct the audit for early distribution of assets. Calculate an offer online or arrange a consultation.