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Old 26.10.2019, 15:20
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Dissolution of own Sarl and claiming unemployment

Hi,
Iíve found a lot of useful information in the forum, but there are a couple more points that I would like to ask.
I (EU B permit) have been having an own company (Sarl/GmbH) in Geneva for a bit over one year, and I have been paying myself a salary each month. There are no other employees or owners in the company. Now I have unfortunately lost a major client and Iím soon running out of funds. I am expecting a payment from the client still which will be enough to cover the remaining outstanding debts (myself and pillar 2 pension).
Iíve registered for unemployment benefits and as stated in the forum you cannot own a company if you claim unemployment, so I intend to close it. I have been requested by the unemployment benefit office to produce a document called in French ďradiationĒ from the commercial register. I tried to ask them more details what they mean by it, but they were not able to explain more. Iím thinking of doing the dissolution myself as the case is straight forward, but Iíve understood that the whole process will take over 12 months.
My first question is:
1. At what of the company dissolution process do I get the ďradiationĒ document?
Secondly Iíve been warned that if Iím the liquidator of my own company I might not be eligible for unemployment benefits as the liquidator is effective running the company.
2. Does any one know more about this?
3. Can my spouse be the liquidator and I claim unemployment benefits?
4. Does the liquidator have to reside in Switzerland (I intend to leave Switzerland some time next year)?
Thank you in advance for your help?
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Old 26.10.2019, 21:12
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Re: Dissolution of own Sarl and claiming unemployment

Instead of liquidating the legal entity, it might be worthwhile to sell it to a broker. There is an active market in Switzerland for clean, shell companies (German: Mantel), where "clean" means no Poursuites/ Betreibungen. A broker can be located by searching the internet.
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Old 27.10.2019, 11:48
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Re: Dissolution of own Sarl and claiming unemployment

Thanks for the reply. Yes, I'm also considering selling it. However, when I searched brokers many of them require the company inactive to be inactive. I'll receive the final payment from the client maybe in two months and with that money I'll pay the outstanding pension payments. So my understanding is that I could only sell my company then and claim unemployment after that.
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Old 27.10.2019, 18:21
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Re: Dissolution of own Sarl and claiming unemployment

It would seem that the clearing down of the balance sheet could be done more quickly, such as:


1. Ask your supplier to pay the due amount into your personal bank account, as the company is being liquidated.
2. Possibly convert the company bank account to your personal name and separate it from the company.
3. Ask the supplier to pay the balance more quickly.
4. Pay the pension on behalf of the company, setting up a loan on the company's books.

A broker might have some additional ideas.

Also, RAV generally looks back three months prior to RAV registration or date of employment termination. Be sure to begin and document your job search as soon as possible with 10 to 12 applications per month. Additionally, plan to have your sarl/ gmbh issue a formal termination letter, likely signed by yourself.
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Old 27.10.2019, 19:37
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Re: Dissolution of own Sarl and claiming unemployment

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It would seem that the clearing down of the balance sheet could be done more quickly, such as:


1. Ask your supplier to pay the due amount into your personal bank account, as the company is being liquidated.
2. Possibly convert the company bank account to your personal name and separate it from the company.
3. Ask the supplier to pay the balance more quickly.
4. Pay the pension on behalf of the company, setting up a loan on the company's books.

A broker might have some additional ideas.

Also, RAV generally looks back three months prior to RAV registration or date of employment termination. Be sure to begin and document your job search as soon as possible with 10 to 12 applications per month. Additionally, plan to have your sarl/ gmbh issue a formal termination letter, likely signed by yourself.

The risk being, if your supplier/client thinks you're going bust he may reason why bother paying at all !
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Old 27.10.2019, 19:56
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Re: Dissolution of own Sarl and claiming unemployment

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It would seem that the clearing down of the balance sheet could be done more quickly, such as:


1. Ask your supplier to pay the due amount into your personal bank account, as the company is being liquidated.
2. Possibly convert the company bank account to your personal name and separate it from the company.
3. Ask the supplier to pay the balance more quickly.
4. Pay the pension on behalf of the company, setting up a loan on the company's books.

A broker might have some additional ideas.

Also, RAV generally looks back three months prior to RAV registration or date of employment termination. Be sure to begin and document your job search as soon as possible with 10 to 12 applications per month. Additionally, plan to have your sarl/ gmbh issue a formal termination letter, likely signed by yourself.
I believe the first 2 are illegal.
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Old 27.10.2019, 20:03
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Re: Dissolution of own Sarl and claiming unemployment

1 No idea about illegal or not, a company will not simply pay on a private account when the bill states a company account. At least there should be some notification this can be done without recourse.

Apart from that, this is a typical scam method so companies will be reluctant.

2 Donīt think the bank will do that.
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Old 27.10.2019, 20:58
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Re: Dissolution of own Sarl and claiming unemployment

Large companies often have an iron grip on bank account numbers in supplier master data. Smaller companies may be more flexible in paying a one-person company.

Any suggestions on how shorten the length of time to sell an sarl/ gmbh are welcome.
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Old 30.10.2019, 11:19
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Re: Dissolution of own Sarl and claiming unemployment

Hi,

Your posts game me an idea: Selling receivables - factoring is a normal practice. So I'll see if I can sell what I'm still expecting from the last client to myself and with that money my company can pay the 2nd pillar pension payments. This way the company will be with no dept.
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Old 30.10.2019, 11:30
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Re: Dissolution of own Sarl and claiming unemployment

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Hi,

Your posts game me an idea: Selling receivables - factoring is a normal practice. So I'll see if I can sell what I'm still expecting from the last client to myself and with that money my company can pay the 2nd pillar pension payments. This way the company will be with no dept.
For ongoing businesses yes, you also probably need more than one customer. Setting this up for one transaction is not likely in my experience.
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Old 30.10.2019, 11:48
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Re: Dissolution of own Sarl and claiming unemployment

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Hi,

Your posts game me an idea: Selling receivables - factoring is a normal practice. So I'll see if I can sell what I'm still expecting from the last client to myself and with that money my company can pay the 2nd pillar pension payments. This way the company will be with no dept.

Possibly you're thinking to have your sarl sell the receivable to yourself. Then your sarl informs the customer that the invoice is to be paid to your bank account. Why not.
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Old 14.11.2019, 13:18
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Re: Dissolution of own Sarl and claiming unemployment

I am also in the exact same situation , so I am going to close the company, however the unemployment office did not require anything from me, even though I mentioned on the RAV form that I own a Gmbh. However my Gmbh was never making any money , I never earned any salary from it.
So I am just going to close it,
The 'Radiation' paper means the paper that proves you are out of the commercial registry.
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Old 14.11.2019, 13:42
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Re: Dissolution of own Sarl and claiming unemployment

No bank will convert an account in a company name to your own personal name. A company has its own legal identity so that is not possible.

As to factoring, it's very unlikely any company will take you on. They are looking for a long term relationship and will first credit check each of your clients.

If you want faster payment offer your clients a discount of say 5 - 10% to pay within seven days. You'd pay this anyway to a factor as well as a setting up fee, so this may help you get your money faster.
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Old 14.11.2019, 14:09
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Re: Dissolution of own Sarl and claiming unemployment

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I am also in the exact same situation , so I am going to close the company, however the unemployment office did not require anything from me, even though I mentioned on the RAV form that I own a Gmbh. However my Gmbh was never making any money , I never earned any salary from it.
So I am just going to close it,
The 'Radiation' paper means the paper that proves you are out of the commercial registry.

It is often easier and cheaper to sell the legal entity shell than go through a liquidation. A clean legal entity shell, where clean means no Betreibungen, can bring around CHF 1'000 for GmbHs and around CHF 3'000 for AGs and saves the liquidation costs.

You can find Treuhands that broker legal entity shells by searching the internet deal on "gmbh mantel kaufen". If you send me a pm, I can provide you the name of one that I have dealt with.

Last edited by Mullhollander; 14.11.2019 at 16:19. Reason: Corrected price estimates
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Old 14.11.2019, 14:53
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Re: Dissolution of own Sarl and claiming unemployment

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It is often easier and cheaper to sell the legal entity shell than go through a liquidation. A clean GmbH shell, where clean means no Betreibungen, can bring CHF 2-3'000 and saves the liquidation costs.

You can find Treuhands that broker legal entity shells by searching the internet deal on "gmbh mantel kaufen". If you send me a pm, I can provide you the name of one that I have dealt with.
Thanks a lot Mulhollander, I will send you a PM
Best Regards
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Old 14.11.2019, 17:31
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Re: Dissolution of own Sarl and claiming unemployment

It seems that with own Sarl & unemployment whether it is a problem or not depends on your canton, the official who is looking at your case and on your luck. I've heard of cases where a person just explained that the company was not active and he qualified for the benefits, but one year later being a director in your own company became suddenly a problem.

In my case I registered for unemployment openly stating that I have a company and that I I'm in process of closing it. I was given about 7 working days to prove the "radiation", but they could not explain what document I would need to provide. So as advised above, I started selling the company, which took a bit longer than I had hoped, but it is now done. Meanwhile I already got a decision from caisse de chomage that since I was still a company director when they checked, I do not qualify for unemployment. I will now reapply with documents proving the sale and my release from the role of a director.

BTW, I managed to sell the invoice to myself by agreeing with the client.
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Old 15.11.2019, 17:06
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Re: Dissolution of own Sarl and claiming unemployment

HI Ij=hu thanks for the feedback. I am also doing the exact same thing, I will just sell the company as the closing process is too lengthy and too expensive.

Could you please tell us how long did it exactly take to sell your company ??
Any advice here ?

Thanks !
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Old 16.11.2019, 12:17
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Re: Dissolution of own Sarl and claiming unemployment

Hi Helena,

Once I found a potential buyer the process took about two weeks. The time went to exchanging information and for them to translate the agreement into English. The had it in German only then. And I had to close off some things. So with this buyer, the deal could have done in about one week.

What is also good reserve some time for closing your company's pensions and insurances. Once you inform the accident insurance company and 2nd pillar pension fund, they take about 2 weeks to calculate how much your company owes them (or your refund). Then you can pay off any outstanding contributions and sell your company as "clean". However in the agreement with the buyer, you will commit to take care off any debts that arise from your business before the sale. But I doubt that they will transfer back any refunds to you.
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Old 16.11.2019, 23:03
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Re: Dissolution of own Sarl and claiming unemployment

Thanks so much Ihu, this was so helpful !!
I have found a potential buyer-still final word is pending , and am going to hopefully get their confirmation next week and then start the process asap.
Wish you all the best
Helena
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Old 30.03.2020, 12:43
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Re: Dissolution of own Sarl and claiming unemployment

Hello all,

Here is a short update from my side how things turned out for me personally Ė please remember that in Switzerland the interpretation of the same rules can vary greatly between the cantons, the person that deals with your case, the phase of the moonÖ

As a reminder, I registered for unemployment benefits in Geneva in late October -19 with unemployment starting 1.11-19. As I have owned my own company (Sŗrl) and worked for it, I was required among other things to prove that I had either dissolved the company or sold it. I managed to sell it and the contract was signed 11.11-19. But the people deciding with my benefits were quicker. They had checked around the 6.11 that I was still listed in the commercial register as a company director and rejected my application.

I contacted the caisse with the contract proving that I had sold the company, but they said to me that it is what is visible in the commercial register that matters. I contacted next the register who told me that it will take some weeks for them to process the change and they cannot predict the date until it becomes visible on their website. The caisse said that I could instead of launching an appeal, I could withdraw my previous application and reapply.
But I did not know when the commercial register change would become visible. So in the beginning of December, I decided to file an appeal against the negative decision not grating me the benefits. I attached the copies of the contract and the minutes of the meeting where I was released from the position of a director. I also explained that I cannot control how fast the commercial register works and my benefits should not depend on that. The legal department of the cantonal office of employment acknowledged my appeal and informed that they are handled in a chronological order.

Around mid-December I got a copy of the commercial register update showing the new owner and directors. This I appended to the appeal also.
By early March -20 my anxiety started to grow as I had not received any benefits yet, and I emailed the person dealing with my case, who promised a decision in about 10 days. And within about 5 days I got a letter approving my appeal granting me the benefits from the 11th of November -19. It is hard to say if I had not chased them, when they would have decided. But now Iím getting the benefits. Reading the justifications, it seems that the date of sale of the company and being not any more a company director was the critical point and not the commercial register change.

My advice based solely on this one case would be for anyone in a similar situation would first to sell the company and then apply for the benefits. If you have a chance, you can first sell your company to your friend (but not your spouse), who can liquidate it or find a buyer. If there are several owners/directors, you can try to agree with them that you pull out. And attached a copy of the contract and minutes of the meeting to your unemployment application.

I hope this helps, and if you have questions, and I try to answer to my best ability. But as said in the beginning, this is based only on my experience and might not apply to your case.

BR,
Ihu
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