There are two main ways to exit a Swiss company: an ordinary liquidation, which formally winds the entity down over roughly six to twelve months, or a sale of the shares, which transfers the company to a new owner and is often faster and more value-preserving. Liquidation involves a notarised dissolution resolution, a public creditor call, final tax clearance, and — for corporate profits distributed as a liquidation surplus — Swiss withholding tax of 35% that shareholders reclaim or credit depending on residence and treaty.
Your exit options at a glance
Before starting a formal liquidation, it is worth comparing all realistic exits. Winding a company down destroys its history, registrations, and bank relationships; a sale can monetise them.
- Ordinary liquidation — the company is dissolved, debts settled, remaining assets distributed, and the entity deleted from the Commercial Register. Typical duration: 6–12 months.
- Share sale — the buyer acquires the shares; the company continues with its VAT number, contracts, and track record intact. Often completed in 4–10 weeks with clean books.
- Asset sale followed by liquidation — the business is sold out of the company, then the empty shell is wound down. Common when the buyer does not want historic liabilities.
- Dormancy — the company is kept alive with minimal cost while you decide. Ongoing obligations (bookkeeping, tax returns, registered seat) continue.
How an ordinary liquidation works
Liquidation of a GmbH or AG follows the Code of Obligations (Art. 736 ff. CO for the AG, Art. 821 ff. CO for the GmbH). The sequence is largely standardised:
- 1. Shareholders resolve to dissolve the company; for an AG and GmbH the resolution must be in a public (notarised) deed.
- 2. The dissolution is filed with the Commercial Register; the company continues under its name with the suffix 'in Liquidation'.
- 3. The liquidators publish a creditor call (Schuldenruf) in the Swiss Official Gazette of Commerce (SOGC/SHAB) inviting creditors to file claims.
- 4. Ongoing business is terminated, receivables collected, debts paid, and final financial statements prepared.
- 5. Assets may generally be distributed no earlier than three months after the creditor call, once it is clear all creditors are covered.
- 6. Final corporate tax returns are filed; the cantonal and federal tax administrations issue clearance, and VAT registration is cancelled.
- 7. The liquidators apply for deletion from the Commercial Register — the company ceases to exist. Books and records must be retained for 10 years.
Costs and timeline
For a lean Zug company with clean books, professional fees for a full liquidation typically start around CHF 3,500–6,000, plus notary and registry fees. Companies with employees, VAT history, or open disputes cost more because each area needs a formal close-out.
The realistic overall timeline is six to twelve months. The three-month creditor waiting period and the tax clearance are the two fixed bottlenecks — tax authorities will not sign off until the final returns are assessed, which in some cantons alone takes several months.
Taxes when liquidating
The liquidation surplus — what remains for shareholders after all debts and the repayment of nominal share capital — is treated as a dividend. It is subject to 35% Swiss withholding tax (Verrechnungssteuer), which Swiss-resident shareholders reclaim in full and foreign shareholders reclaim partially or fully under the applicable double-tax treaty.
Repayment of nominal capital and, under the capital contribution principle, of properly declared capital contribution reserves is withholding-tax-free. Profits realised in the final business year remain subject to ordinary corporate income tax — in Zug at an effective combined rate of roughly 11–12%.
Selling the company instead
If the company has a clean history, a Swiss bank account, a VAT number, or regulatory registrations, a share sale is usually the better exit: the buyer pays for infrastructure that would take months to rebuild, and you avoid the liquidation timeline entirely.
For Swiss-resident individuals, a capital gain on the sale of privately held shares is generally tax-free (subject to anti-avoidance rules such as indirect partial liquidation). A prepared data room — statutes, registry extract, financial statements, tax assessments, contracts — is the single biggest accelerator of a sale.
How Fintech Office supports your exit
Fintech Office acts as liquidator or coordinates the liquidation with the notary, Commercial Register, and tax administrations, prepares final accounts, and handles the SOGC creditor call. For sales, we prepare the company file for due diligence and manage the transfer of the registered seat, directors, and signatories to the buyer.