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Old 04.05.2009, 18:21
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Procedure for selling a company

I am a bit confused about the procedure to follow when selling a company (GmbH) which I fully own. I have so far received three different answers (all from officials) and two different sets of forms.

Is anybody familiar with the (apparently new) procedure?

Thanks in advance,
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Old 05.05.2009, 12:08
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Re: Procedure for selling a company

What sort of company are you selling? Procedure as in what?
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Old 05.06.2018, 19:15
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Re: Procedure for selling a company

Reviving this old thread as my question is identical, the situation a bit different - as follows :

I am the owner of 100% stock of a Swiss limited company (societé anonyme), and have a potential buyer for the company's stock.
  • I have already ordered an extract from the Debts Register (porsuits), and have the (bearer) share certificates in my posession.
  • The company has no assets and no liabilities on its balance sheet.
  • I am the sole employee (director)

How do i proceed from here? Specifically re :
  • Is a sale deed / agreement required? I shall be physically handing over 100% of the (bearer) shares.
  • To whom do i submit my resignation as the director / sole signatory? Current management (myself) or the new owner?
  • How does the transaction of money take place? Cash against share certificates, or via bank transfer - in which case do i hand over the shares after i get the money on my account?

Any other advise welcome.

Thanks in advance.

Regards,
sva
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Old 06.06.2018, 17:37
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Re: Procedure for selling a company

requesting replies...
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Old 06.06.2018, 18:46
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Re: Procedure for selling a company

Hi
  • Is a sale deed / agreement required? I shall be physically handing over 100% of the (bearer) shares.
Not really. You need the minutes of your "general meeting" where shareholder(s) decide to sell their shares to someone else. This has to be done at your notary's office. The document goes to your commercial register which also includes the new Director/owner. The buyer will probably ask for notices to creditors (Schuldenruf). To be on the safe side, an agreement of the terms could be helpful.



  • To whom do i submit my resignation as the director / sole signatory? Current management (myself) or the new owner?
To the owner. But I do not really think this makes sense...

  • How does the transaction of money take place? Cash against share certificates, or via bank transfer - in which case do i hand over the shares after i get the money on my account?

You can make a deal with the bank. Let the buyer opening a blocked account in your favour, you hand over the shares through your banker who is unblocking the amount to your personal account.


That's how I would proceed.



Cheers
Andy
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Old 06.06.2018, 19:03
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Re: Procedure for selling a company

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Hi
  • Is a sale deed / agreement required? I shall be physically handing over 100% of the (bearer) shares.
Not really. You need the minutes of your "general meeting" where shareholder(s) decide to sell their shares to someone else. This has to be done at your notary's office. The document goes to your commercial register which also includes the new Director/owner. The buyer will probably ask for notices to creditors (Schuldenruf). To be on the safe side, an agreement of the terms could be help.

Cheers
Andy
Many thanks, Andy.

Why does this need to be notarised? Can the buyer not approach the Commercial Registry directly with a copy the minutes detailing the transfer of ownership and appointment of new director?
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Old 01.11.2021, 13:07
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Re: Procedure for selling a company

Dear friends who wants to sell your company with cc finanz und treuhand ag: Please be careful! Below are the experience that can prevent you from Bankrupt:

1. Request them to send you their contracts before going to the Signature-appointment. There will be many contracts made by them and to be signed by you to ensure their own benefit and profit. Please read in peace and understand every single sentence in the contracts. If you also have to read all the papers on the spot when signing the paper, don’t be affected by the finance expert and hurry up (expecially if you speak other languages better than German). Because what you are signing can make you bankrupt in person. In the contracts you have to assume private liability for your period for the company you are selling. Which means that for any reasons, if there would be any bills coming for your period, even after 2 years, the bills will be turned to you in person, not to the GmbH or AG.
So to be safe, it’s better to close the GmbH or AG than signing their contract for 500 CHF.

2. Hire a Finance expert to check your accounting before selling the company or ask the authority for the “Definitive Steuerveranlagung” before signing the contract.

CC will request many documents. “Steuerveranlagung” is one of the most important documents. People without much experience may believe that as soon as we have received “Steuerveranlagung” and paid all the bills, for more than 1 year without any bills coming, then it’s clean. Actually it’s not. After closing the business for almost 2 years, and selling the company for almost half year, there may still be “Definitive Steuerveranlagung” coming. Maybe just the authority has done a recalculation, or maybe your old accountant from another Canton has followed the rules of another Canton, maybe many any other reasons. There may be a bill coming in 2 years. Then you will be sitting on the bill in person. CC will claim they will send in private debt collector to you if you don’t pay the bill in due time. No matter what your difficult situation could be.
As finance experts, of course they definitely knew and they definitely know. But they don’t care. Because as soon as you sign the contract the risk is on you. They don’t bother to sort out the things first before takenover, because then they may lose a chance of buying and selling: You might want to close the company instead of selling it, if “ Definitve Veranlagung” or unexpected bills of any could be too much.

3. The correct way should be, as some other Treuhänder are doing: Only sign the „Vollmacht“ contract first. Then the finance expert will start to work. The tax authority will then be informed that the takenover is planned, so that the „Definitive Steuerveranlagung“ will come. This will be then cleared before the takenover. If the „Definitive Steuerveranlagung“ is much more than the initial „Steuerveranlagung“, if the company can not pay the bill, then the best solution is to close the company. Of couse, for the finance expert it’s a loss, becasue they lose a chance to buy and sell a company to earn a profit.

So, dear friends, go for the finance expert that can help you to get out safely. You may have to wait a few weeks or months to be paid by selling the company, a few hundreds of Francs, but it’s safer. Everything will be sorted out in a correct way. Not those just to ensure their maximun benefit and let you sit in the risk of personal bankrupcy.

Why are some people buying companies instead of starting up? I don’t know how much it costs to buy a company. But we started up a GmbH 3 years ago by a start-up company for all the costs together : less than 900CHF (including the commercial register, notar etc.).
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Old 01.11.2021, 13:33
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Re: Procedure for selling a company

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Why are some people buying companies instead of starting up? I don’t know how much it costs to buy a company. But we started up a GmbH 3 years ago by a start-up company for all the costs together : less than 900CHF (including the commercial register, notar etc.).
You are missing the point. These companies have value in their agreed tax losses carried forward, pension structures etc and if you can buy them cheap and free of liability they make for a good investment. And while I wound agree with you in seeking expert advice, that’s about it.
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Old 01.11.2021, 14:56
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Re: Procedure for selling a company

Why are some people buying companies instead of starting up? I don’t know how much it costs to buy a company. But we started up a GmbH 3 years ago by a start-up company for all the costs together : less than 900CHF (including the commercial register, notar etc.). 06.06.2018 18:03




Not including the commune, canton and federal taxes that are obligatory and non-negotiable



So all in all, around Chf 2'500 - 3'000.--
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Old 01.11.2021, 17:06
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Re: Procedure for selling a company

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Why are some people buying companies instead of starting up? I don’t know how much it costs to buy a company. But we started up a GmbH 3 years ago by a start-up company for all the costs together : less than 900CHF (including the commercial register, notar etc.). 06.06.2018 18:03

Not including the commune, canton and federal taxes that are obligatory and non-negotiable So all in all, around Chf 2'500 - 3'000.--
Because the business is established with a client base, product, contracts etc.
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Old 01.11.2021, 17:16
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Re: Procedure for selling a company

I've bought and sold several companies here.
Written agreement between the parties stating what is being sold and a declaration of assets and liabilities. Remember this can change between agreeing terms and the day of the actual takeover.

Up to date accounts.
Nul Osta from the tax office. Basically saying all taxes due have been paid.
Agreement of the bank that they can continue any existing overdraft facilities. If secured you'll need to remove your guarantee.

When all in order I'd suggest using a reputable lawyer who will handle everything for you, receive the payment, release the shares, resign you as director and from the bank account etc. They will also get the OK from the tax authority. Will cost a few thousand depending on the size and complexity but well worth the money in the end.

If buying a company I insist on a written guarantee from the seller as to the liabilities. If they exceed what has been declared he has to repay the difference. I'll also withhold 10% of the sale price, blocked with the lawyer for a year as a further guarantee.
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Old 01.11.2021, 17:36
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Because the business is established with a client base, product, contracts etc.

But some are just shell company, nothing else......
If buying a company with business, that's another thing. That's much more involved. It's the "content", the business that's more important.

If buying a company I insist on a written guarantee from the seller as to the liabilities. If they exceed what has been declared he has to repay the difference. I'll also withhold 10% of the sale price, blocked with the lawyer for a year as a further guarantee.[/QUOTE]


But if the seller is just selling the "shell company" for 500CHF, then it's probably better to close it than to get the private liabilities. If you would be the seller, what would you choose?
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Old 01.11.2021, 21:26
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Re: Procedure for selling a company

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Because the business is established with a client base, product, contracts etc.
We are not talking about taking over a business. These are companies that have ceased trading and they have agreed tax losses carried forward or have special situation pension funds. They are bought with the intention of using them to cover profits else where.

I don't know what it is like now, but there was a big market for such companies among the banks in particular in past. This was common among freelancers in particular - generate a loss and sell the company to the bank on exiting the labor market.
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Old 02.11.2021, 12:22
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Re: Procedure for selling a company

I wasn't aware it was a "shell" company.
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