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Old 14.06.2015, 13:19
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Best options on what to do with my GmbH in Zug for which I have no use?

Last year I registered a GmbH in Zug for the intention of operating a Bitcoin-related business out of Switzerland. But with regulatory changes and the much more appealing offer from the UK I registered a company in the UK.

Now I have a GmbH in Zug for which I have absolutely no use and I'm trying to get rid off as it is too much of a time effort to manage 2 companies.

Any suggestions? Much appreciated
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Old 14.06.2015, 13:52
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

Desolve it or sell it?
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Old 14.06.2015, 13:56
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Desolve it or sell it?
Desolving will bring up unnecessary costs. Or do you know how much it would cost to desolve the company?

I have been turned down by 2 potential sellers and I'm still trying to sell the company, but it turns out that it's more difficult than I would have hoped for.
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Old 14.06.2015, 14:28
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

just leave it there and pay the annual maintenance until you're ready to sink the money into dissolving it.
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Old 14.06.2015, 21:45
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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just leave it there and pay the annual maintenance until you're ready to sink the money into dissolving it.
How much does dissolving actually cost?
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Old 14.06.2015, 23:36
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

Just leaving it inactive / maintenance mode is cheapest short term. If want to simplify your life, though, and assuming you didn't do anything with the company up to now (i.e. no debts, obligations, employees, etc.) then go to your Treuhand, have him draft shareholder resolution to dissolve the company, then take this to Handelsregister to post GmbH in liquidation. Should be easy, probably cost you less than couple thousand Chuffs with Treuhand and HR fees.
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Old 15.06.2015, 15:59
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

Hi domsch
The procedure for the voluntary dissolution of your GmbH consists of the following steps:
  1. Shareholders’ resolution to dissolve the GmbH (in the form of a public deed (costs: CHF 500 - 2’000)
  2. Add “in liquidation” to the commercial register entry (costs: CHF 100)
  3. Appointment and entry of liquidators in the commercial register (costs: CHF 30)
  4. Liquidators must draw up a balance sheet and terminate the company’s business, sell its assets and pay the obligations
  5. 3 public announcements in the Swiss official gazette of commerce (www.shab.ch), in which creditors are invited to file their claims
  6. Taxation of liquidation proceeds and distribution of assets among shareholders at the earliest 1 year after the last public announcement. Short cut: If a licensed audit expert confirms the redemption of all debt, distribution may be held only three months later.
  7. Request deletion from the commercial register (costs CHF 120)
  8. Accounting records must be kept for 10 years
The estimated costs should run up to CHF 750 - 2250. The costs mostly depend on the certification expenses which are by far the biggest chunk. As you have a rather small-scale GmbH, you should end up at the lower end of the range.
Best regards,
Tobiash
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Old 15.06.2015, 16:28
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Desolving will bring up unnecessary costs. Or do you know how much it would cost to desolve the company?

I have been turned down by 2 potential sellers and I'm still trying to sell the company, but it turns out that it's more difficult than I would have hoped for.
It is hard to sell a GmbH here because there is no way for the buyer to protect themselves from "hidden" company debts.
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Old 16.06.2015, 13:50
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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It is hard to sell a GmbH here because there is no way for the buyer to protect themselves from "hidden" company debts.
Yeh I totally understand that concern. But a properly worded contract should be able to protect both the buyer and the seller and bring more confidence on the table?
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Old 04.07.2015, 13:31
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Last year I registered a GmbH in Zug for the intention of operating a Bitcoin-related business out of Switzerland. But with regulatory changes and the much more appealing offer from the UK I registered a company in the UK.

Now I have a GmbH in Zug for which I have absolutely no use and I'm trying to get rid off as it is too much of a time effort to manage 2 companies.

Any suggestions? Much appreciated
Hi,
I am planing to open a company, maybe I can buy yours,
Please send me an e mail if it's still relevant..

[Email removed as per rules - use PM instead]

Thanks.

Last edited by Ace1; 04.07.2015 at 19:24. Reason: [Email removed as per rules - use PM instead]
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Old 04.07.2015, 14:34
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Hi,
I am planing to open a company, maybe I can buy yours,
Please send me an e mail if it's still relevant..



Thanks.
Unless you know what you are doing, be careful !

A GmbH costs about Chf 2.5k to set up. You need Chf 20k to set it up and this is blocked for about 2 weeks during set up process, after which it is released minus the fees and taxes, about Chf 2.5k and you can spend the money on whatever you want !

Last edited by Ace1; 04.07.2015 at 19:24. Reason: quoted email address removed
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Old 04.07.2015, 16:01
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Unless you know what you are doing, be careful !

A GmbH costs about Chf 2.5k to set up. You need Chf 20k to set it up and this is blocked for about 2 weeks during set up process, after which it is released minus the fees and taxes, about Chf 2.5k and you can spend the money on whatever you want !

Thank you very much for the warning,
I know all of this.
if it's relevant I'm here to get in to process and check it.
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Old 04.07.2015, 16:13
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Thank you very much for the warning,
I know all of this.
if it's relevant I'm here to get in to process and check it.

It's cheaper, easier and safer to start afresh, you have no idea about reputation or anything else about this company, debts etc.

What ever you do, you need a person resident in Switzerland with a postal address (no PO boxes) whether you buy or set up yourself.

Setting up a bank account for non residents is VERY difficult now because of all the due diligence required, unless your company makes serious money (read millions) the banks aren't interested at present.

As soon as you change shareholders of a company (iwe buy one) the banks are advised through official Commercial Registry Gazette and will request you close the existing account.

There are ways around this but you have to pay for this.

The person acting as resident Swiss director does have certain obligations and responsibilities, it is not something you do "just to help out" as it can lead to whole big headache.

If you are resident director, insist on individual signature and access to bank accounts to make payments.
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Old 04.07.2015, 17:04
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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It's cheaper, easier and safer to start afresh, you have no idea about reputation or anything else about this company, debts etc.

What ever you do, you need a person resident in Switzerland with a postal address (no PO boxes) whether you buy or set up yourself.

Setting up a bank account for non residents is VERY difficult now because of all the due diligence required, unless your company makes serious money (read millions) the banks aren't interested at present.

As soon as you change shareholders of a company (iwe buy one) the banks are advised through official Commercial Registry Gazette and will request you close the existing account.

There are ways around this but you have to pay for this.

The person acting as resident Swiss director does have certain obligations and responsibilities, it is not something you do "just to help out" as it can lead to whole big headache.

If you are resident director, insist on individual signature and access to bank accounts to make payments.
Thanks.
It seems like best thing is to open new company,
But after I check it sometimes there is a lot of benefits to buy an existing one.
Of course everything will be done with a lawyer from Switzerland
that knows the rules.. I know it's not easy as i may sound.

Check this option deeply will not cost much and opening a new company
Is always available

Again, Thank you very much for your warnings !
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Old 04.07.2015, 17:55
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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Thanks.
It seems like best thing is to open new company,
But after I check it sometimes there is a lot of benefits to buy an existing one.
Of course everything will be done with a lawyer from Switzerland
that knows the rules.. I know it's not easy as i may sound.

Check this option deeply will not cost much and opening a new company
Is always available

Again, Thank you very much for your warnings !
You can't check if the company may have some potential liabilities or claims that have not yet come to light & been recorded in the accounts as liabilities or potential liabilities.
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Old 04.07.2015, 18:03
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

. . . and maybe use this site's 'Google' search function to see other points of view: http://www.google.com/cse?sitesearch...mbh&gsc.page=1
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Old 04.07.2015, 18:58
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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You can't check if the company may have some potential liabilities or claims that have not yet come to light & been recorded in the accounts as liabilities or potential liabilities.
I'm not a lawyer but I am sure there is a commitment and future commitment of the seller in the agreement to avoid this kind of situations. I mean sales of companies is not uncommon thing. Anyway it's good to checking it.
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Old 04.07.2015, 19:04
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Re: Best options on what to do with my GmbH in Zug for which I have no use?

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I'm not a lawyer but I am sure there is a commitment and future commitment of the seller in the agreement to avoid this kind of situations. I mean sales of companies is not uncommon thing. Anyway it's good to checking it.
Companies are sold based on a multiple of profits, it's never risk free, so your company without a profitable trading history has an intrinsic value of 0.
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