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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. | |
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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.