Deletion of a Company from the Commercial Register in Switzerland: What You Need to Know
Deleting a company from the Swiss Commercial Register marks its official end. Learn the legal steps and requirements to avoid unpleasant surprises.
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Why deletion is necessary
The Commercial Register records the existence of a company. If operations cease, the company must be officially deleted to avoid ongoing obligations such as bookkeeping, tax returns, and registry entries.
Requirements for deletion
a) Sole proprietorship
Can be deleted if:
- Business activity has ceased
- No outstanding debts remain
- The owner submits a deletion request (form or written application)
- If registered, deletion is processed by the cantonal commercial registry office.
b) LLC or PLC
Additional requirements:
- Dissolution resolution by shareholders or general assembly
- Liquidation and publication in the register (“company in liquidation”)
- Publication in the Swiss Official Gazette of Commerce (SHAB)
- Distribution of liquidation proceeds
- Preparation of the final liquidation balance sheet
- Submission of deletion request to the registry
Deletion can only be requested after one year (or three months in an expedited procedure) following the last call to creditors.
Tax aspects
- Deregistration with cantonal tax authorities, VAT department of the FTA (if VAT liable), and social security
- Full declaration and payment of taxes up to deletion
- Submission of final accounts and liquidation balance sheet to the tax office
Common mistakes to avoid
- No proper liquidation (for LLC/PLC)
- Missing creditor calls in the SHAB
- Failure to deregister for tax purposes
- Outstanding social security contributions
- Incomplete accounting records
Tip: Settle all liabilities in advance and seek legal or tax advice if needed.
Conclusion
Deleting a company from the Commercial Register is more than a formality—it’s a legal and accounting closure. Sole proprietorships are straightforward, while LLC and PLC require formal, time-bound liquidation.
Liquidate a company