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Old 10.12.2009, 10:54
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Liquidating a sarl / GmbH / company with limited liability

I would like to know the steps involved in liquidating an sarl in Geneva. To which Swiss authority should one refer this question? Thanks.
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Old 10.12.2009, 10:58
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Re: Liquidating an sarl

Welcome to the forum. Honestly I do not know what the precise steps are but sure it is going to be lengthy and cost a few CHF. I would try and get the advice of a local accountant first, which should be free for the first session. I can give you the contact details of the one I use who speaks English if that helps. Obviously there is the legal process but most accountants should have an understanding.
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Old 10.12.2009, 12:28
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Re: Liquidating an sarl

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I would like to know the steps involved in liquidating an sarl in Geneva. To which Swiss authority should one refer this question? Thanks.
I have accompanied a liquidation in Zurich. The steps.
  1. The officers/owners of the LLC prepare a statement declaring insolvency. A notary can provide a template.
  2. The officers/owners assemble at a notary who attests the statement and signatures. Notary will want up-front payment!
  3. Go to the official cantonal liquidator. Submit the attested insolvency statement and petition liquidation. Liquidator also wants up-front fees.
  4. Liquidator opens liquidation proceedings. This involves intensive interview of the executives (to determine circumstances and prevent fraud). Also liquidator will block all bank accounts, visit the registered offices to inventorize and seize assets, etc.
  5. The liquidation process can take several months. The liquidator will dictate and instruct subsequent steps.
Many steps later (too many to describe here), the owners may get residual assets after all debts and fees are paid.
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Old 13.12.2009, 23:00
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Re: Liquidating a sarl / GmbH / company with limited liability

anyone know the facts/(accelerated?) procedures on a solvent liquidation?
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Old 15.12.2009, 20:47
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Re: Liquidating an sarl

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I have accompanied a liquidation in Zurich. The steps.
  1. The officers/owners of the LLC prepare a statement declaring insolvency. A notary can provide a template.
  2. The officers/owners assemble at a notary who attests the statement and signatures. Notary will want up-front payment!
  3. Go to the official cantonal liquidator. Submit the attested insolvency statement and petition liquidation. Liquidator also wants up-front fees.
  4. Liquidator opens liquidation proceedings. This involves intensive interview of the executives (to determine circumstances and prevent fraud). Also liquidator will block all bank accounts, visit the registered offices to inventorize and seize assets, etc.
  5. The liquidation process can take several months. The liquidator will dictate and instruct subsequent steps.
Many steps later (too many to describe here), the owners may get residual assets after all debts and fees are paid.
sounds like a lot to do, no ?
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Old 15.12.2009, 21:05
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Re: Liquidating a sarl / GmbH / company with limited liability

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I would like to know the steps involved in liquidating an sarl in Geneva. To which Swiss authority should one refer this question? Thanks.
Maybe not that helpful, but in the UK it's easier to let a company go dormant and it will be struck off automatically...Maybe the Swiss system has a similar principle...
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Old 15.12.2009, 22:04
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Re: Liquidating a sarl / GmbH / company with limited liability

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Maybe not that helpful, but in the UK it's easier to let a company go dormant and it will be struck off automatically...Maybe the Swiss system has a similar principle...
for the UK, there is a simple strike-off procedure.

just ignoring it isn't necessarily a good idea as you can get fines for non-filing of account or be fined as a director of the company.
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Old 15.12.2009, 22:38
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Re: Liquidating a sarl / GmbH / company with limited liability

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for the UK, there is a simple strike-off procedure.

just ignoring it isn't necessarily a good idea as you can get fines for non-filing of account or be fined as a director of the company.
Agreed, nil returns are easy enough to file. Just been through the process. The letters they send state that if you take no action , removal from the register is automatic. But always file...
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Old 16.12.2009, 14:49
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Re: Liquidating an sarl

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sounds like a lot to do, no ?
The Government must ensure that no fraudulent liquidation is occurring and that all outstanding liabilities (including taxes, soc-sec, etc., employee salaries, etc.) are settled.

Moreover, if the liabilities exceed assets, then there is a complex process to establish priority and equitably distribute the liquidated proceeds.
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Old 17.12.2009, 22:40
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Re: Liquidating an sarl

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The Government must ensure that no fraudulent liquidation is occurring and that all outstanding liabilities (including taxes, soc-sec, etc., employee salaries, etc.) are settled.

Moreover, if the liabilities exceed assets, then there is a complex process to establish priority and equitably distribute the liquidated proceeds.

total time for whole process approx. 12 months ?
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Old 17.12.2009, 22:49
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Re: Liquidating an sarl

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total time for whole process approx. 12 months ?
Time span depends on the size and complexity of the company, ease of recovering assets, number and cooperation of creditors and debtors, etc.

I once accompanied the liquidation of an LLC. It had no creditors and only bank account assets. Process was smooth. Elapsed time was 5 months.

At the other extreme is SwissAir. 8 years after "grounding", the liquidation is not completed. Reason: liquidator must sue various Banks, accounting companies, etc to recover assets. Many other reasons, too, for lengthy process.
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Old 11.02.2010, 23:36
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Re: Liquidating a sarl / GmbH / company with limited liability

if it's a small business with no debts, isn't it cheaper to merge it with some other friendly company, instead of ceasing?
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Old 06.06.2013, 18:33
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Re: Liquidating a sarl / GmbH / company with limited liability

Process of liquidation of the limited liability company depends a bit on whether the company have the assets to cover for the liquidation procedure (3000-5000 CHF depending on the canton) or not. Assuming there are no assets and company is liquidated due to insolvency, the steps and timings are as follows:
- send the letter to the court of first instance (cantonal), this should include latest financial statements and decision of the company board to announce bankruptcy
- most probably the court will ask you to visit and answer some basic questions, if the case is not complex - should be max 30 minutes
- the court will declare the company bankrupt and pass the case "l’Office des faillites du canton" who will be handling the case as of that stage
- you'll need to visit the office at least once, with the detailed list of all debtors, creditors and assets

As you can see, not always you need a notary. In this case no notary fees were paid and all costs were below 1000 CHF (just a cost of a lawyer, as I do not speak French and could not prepare all the documents on my own or go to court on my own).

If someone needs more details, please let me know on priv.
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Old 23.01.2017, 12:15
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Re: Liquidating a sarl / GmbH / company with limited liability

Hi Guys,
My company operates from India. We had some operations in Switzerland, but we do not see a great future there. Hence we have decided to shut down the Swiss subsidiary company. We are trying to get most of the work done by our self instead of a consultant, to reduce the cost. Can some body explain in detail what would be the different steps involved and also share the template of documents that should used.

Company does not have any creditors or employees at this point of time.

I know its a big help. But it would be great is somebody can give some incite.
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Old 23.01.2017, 12:36
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Re: Liquidating a sarl / GmbH / company with limited liability

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Hi Guys,
My company operates from India. We had some operations in Switzerland, but we do not see a great future there. Hence we have decided to shut down the Swiss subsidiary company. We are trying to get most of the work done by our self instead of a consultant, to reduce the cost. Can some body explain in detail what would be the different steps involved and also share the template of documents that should used.

Company does not have any creditors or employees at this point of time.

I know its a big help. But it would be great is somebody can give some incite.


Funnily enough that was written in this thread??
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Old 23.01.2017, 12:37
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Re: Liquidating a sarl / GmbH / company with limited liability

The steps to liquidate a legal entity are listed on this Canton Zurich document (German):

http://www.hra.zh.ch/dam/justiz_inne...n/5200mb10.pdf..

To translate into English, suggest copying and pasting into Google Translate.
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Old 23.01.2017, 12:40
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Re: Liquidating a sarl / GmbH / company with limited liability

Hi,
I cant read French. Will you be able to provide an English version please
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Old 23.01.2017, 12:41
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Re: Liquidating a sarl / GmbH / company with limited liability

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Hi,
I cant read French. Will you be able to provide an English version please
or German
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Old 23.01.2017, 12:42
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Re: Liquidating a sarl / GmbH / company with limited liability

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Funnily enough that was written in this thread??
Hi Roegner,
I did read few points above. Wanted to make sure those are the only pointers and if you guys would have any template of the documents to be submitted.
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Old 23.01.2017, 12:53
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Re: Liquidating a sarl / GmbH / company with limited liability

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Hi,
I cant read French. Will you be able to provide an English version please
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or German
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The steps to liquidate a legal entity are listed on this Canton Zurich document (German):

http://www.hra.zh.ch/dam/justiz_inne...n/5200mb10.pdf..

To translate into English, suggest copying and pasting into Google Translate.
Highlighted the relevant bit for you.
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