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Old 23.01.2017, 13:08
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Re: Liquidating a sarl / GmbH / company with limited liability

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Highlighted the relevant bit for you.
Hi,
Thank you so much for taking time out for this. I had already done that. Following is what I understood. Please let me know if I missed some thing.

1. Pass a resolution approved by BOD or MD to liquidate the company stating the reason for liquidation
2. Visit the commercial register of canton zurich and update the details of resolution . I am not clear about what details to be updated pertaining to liquidator. Is it compulsory for us to have a liquidator? Should we appoint a liquidator or will the govt appoint one once we apply to commercial register

3. Not clear about this part Where appropriate, the following shall also be entered
Changes concerning the registered drawing rights,
a liquidation address
as well as the indication that the statutory transfer restriction of the shares or the participation certificates
Appropriate time is what? Once we update the commercial register?
In that case where should this be updated?
What are the items to be captured in a liquidation address?


4. As proof public deed need to be submitted.
5. Entry fro deletion - The liquidators shall not be allowed to register the deletion until three liquidation proceedings have been completed
6.However, an application may be lodged after three months at the latest if an approved audit experts confirmed that the debts have been repaid and are accepted according to the circumstances and May not jeopardize the interests of third parties
7. With the notice of the termination of the liquidation and the registration are to delete the company

So there is no need to go to notary / court??

Request you to kindly clarify.
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  #22  
Old 23.01.2017, 15:11
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Re: Liquidating a sarl / GmbH / company with limited liability

NotAllThere, has already been very generous with his time explaining everything, now you want more clarifications ?

Maybe best you engage and pay for professional assistance if you feel it is necessary.....
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  #23  
Old 23.01.2017, 19:00
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Re: Liquidating a sarl / GmbH / company with limited liability

if your subsidiary is a swiss sarl/SA you probably have a director domiciled in Switzerland. He or she may speak the required language. If it is just a branch it is simpler.

in short:

produce a deed of decision to liquidate
appoint liquidator (can be you)
produce balance sheet/closing statements
pay all outstanding taxes and social charges
get all the confirmations
liquidation deed

you need notary, liquidator, board and lots of patience
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  #24  
Old 07.09.2018, 14:40
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Re:Voluntary Liquidation of GmbH in Baar. How can I find out about Swiss authority ?

I would like to find out about which Swiss authority would be responsible to supervise a voluntary liquidation of a Swiss GmbH company which was located in Baar. Where could I find information about this, as the liquidated company is not responding at all. Is there an official body-with telephone -email details to whom I could contact with?.

Many thanks in advance.
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  #25  
Old 17.09.2018, 11:45
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Re: Voluntary Liquidation of GmbH in Baar. How can I find out about Swiss authority

The Central Business Name Index (Zefix) or the Swiss Official Gazette of Commerce (SHAB) is your friend:

https://www.zefix.ch/en/search/entity/welcome (you may need to click on "search also deleted companies")
https://shab.ch/#!/gazette

You will see who is/was the voluntary liquidator (or if involuntary which bankruptcy office was responsible).
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Old 10.11.2020, 17:29
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Re: Liquidating a sarl / GmbH / company with limited liability

Sorry for opening again this thread. I understand in general the process to liquidate the company. The problem I face is that I am the primary director (51%) of an Sarl(GmbH) and had a fallout with my other partner (49%). Our company had never made any revenues. I would like to break our relationship which my partner isn't fully agreeing to. I contacted a Notary and he mentioned that not much can be done unless both of us agree to liquidation (need 66% approval to shut down a company). I am the only partner living in Switzerland the other partner lives abroad and is not easily reachable.
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Old 10.11.2020, 23:05
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Re: Liquidating a sarl / GmbH / company with limited liability

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Sorry for opening again this thread. I understand in general the process to liquidate the company. The problem I face is that I am the primary director (51%) of an Sarl(GmbH) and had a fallout with my other partner (49%). Our company had never made any revenues. I would like to break our relationship which my partner isn't fully agreeing to. I contacted a Notary and he mentioned that not much can be done unless both of us agree to liquidation (need 66% approval to shut down a company). I am the only partner living in Switzerland the other partner lives abroad and is not easily reachable.
https://www.weka.ch/themen/recht/ges...-rechtsfolgen/

I used Google translate, but you get the gist of it.

"In addition, each partner, regardless of his or her participation in the share capital, can request the court to dissolve the company for good cause. Instead of a dissolution, the court can determine another appropriate solution that is reasonable for the parties involved, in particular the compensation of the plaintiff shareholder based on the real value of his shares ( Art. 821 Paragraph 3 OR ).

The action for dissolution presupposes an important reason. This reason can lie in the relationships of the company, but also in the relationship between the shareholders. In general, there is an important reason if the essential prerequisites of a personal or factual nature under which the articles of association were entered are no longer available, so that the achievement of the company's purpose is impossible, made significantly more difficult or endangered and the continuation of the company is no longer possible for the partner can be expected (see BGE 105 II 114 ).

The reasons for the dissolution of a GmbH are regulated in Art. 821 OR . In accordance with the reference in Art. 821a OR, the corresponding provisions of company law in Art. 739 ff. OR apply to the GmbH liquidation procedure ."

Not sure why your business partner wants to hang on if there is no revenue.
Since he/she does not agree, I would ask a lawyer to file for dissolution with the courts.

Last edited by Sigh; 10.11.2020 at 23:08. Reason: Added info
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