Close your Swiss company,
with nothing left hanging.

Allow 14 to 18 months from the decision to the strike-off, 13 at the very least: assets can only be distributed one year after the call to creditors (art. 745 para. 2 CO), followed by the final balance sheet, the tax authorities' approval and the strike-off. Distribution can take place three months after the call to creditors if an independent licensed audit expert certifies that the debts are settled and that the circumstances show that no third-party interest is at risk (art. 745 para. 3 CO). This route brings the distribution forward, not necessarily the strike-off: in Geneva, the commercial register states that it records the strike-off one year after the call to creditors.

The fixed fee is announced after the entry review, before you sign anything: it depends on what is left to realise, how many financial years remain open and whether there are employees or VAT. Third-party costs, namely notary and commercial register fees and the SOGC publication, are passed on at cost with no mark-up.

No. One publication in the Swiss Official Gazette of Commerce is enough, on top of the individual notices to known creditors (art. 742 para. 2 and 745 para. 2 CO). The three-publication rule is the former law, repealed on 1 January 2023, and it still appears in circulating guides and templates. Proof of that publication is required for the strike-off (art. 65 para. 1 CRO).

Yes, in one case: a licensed audit expert confirms that the debts are settled and that the circumstances allow the conclusion that no third-party interest is at risk; distribution then becomes possible after three months (art. 745 para. 3 CO). Klear is not a licensed audit expert: that confirmation comes from a licensed partner, quoted per file.

Then it is not a voluntary liquidation. If the balance sheet and the creditor call show that the assets no longer cover the debts, the liquidators must notify the court, which declares bankruptcy (art. 743 para. 2 CO). We do not take that file on a fixed fee: we point you to a partner lawyer, after telling you where you stand.

The company owes 35 % Swiss withholding tax on the liquidation surplus (art. 4 para. 1 let. b and art. 13 para. 1 let. a Withholding Tax Act). For a shareholder resident in Switzerland the surplus is income from movable assets (art. 20 para. 1 let. c LIFD), taxed at 70 % for federal direct tax if the holding reaches 10 % of the capital (art. 20 para. 1bis of the Federal Direct Tax Act); cantons tax at least 50 % (art. 7 para. 1 of the Tax Harmonisation Act). Repayment of capital contribution reserves is treated like a repayment of capital (art. 20 para. 3 LIFD). Shareholders resident abroad should check their double taxation treaty before the distribution, since the refund of the withholding tax depends on it.

Yes, provided at least one liquidator is resident in Switzerland and authorised to represent the company (art. 740 para. 3 CO). Klear takes that mandate, filed with the commercial register, and runs the file remotely. That is the Swiss-resident liquidator option, billed yearly on top of the closure fee.

A dormant company still costs money: annual accounts, a tax return for every period, registered office fees, sometimes VAT and bank charges. Closing is a one-off cost, keeping it dormant is an annual one. We price both on your own figures and you decide. Waiting for the register to strike the company off is not an alternative: it liquidates nothing and leaves the tax obligations open.

There is no liquidation in the sense of company law: the owner applies for the strike-off, settles the final VAT and AVS statements and files a last tax return including the liquidation profit. If the owner has reached 55 and definitively stops self-employment, or can no longer work because of a disability, the hidden reserves realised over the last two financial years are taxed separately (art. 37b LIFD). This is looked at case by case.

Books and accounting records must be kept in a safe place for ten years (art. 747 para. 1 CO), and someone has to answer for them once the company is gone. We organise that storage at the end of the mandate and tell you where your records are.

No. Klear is a firm of Swiss CPAs, not an audit firm licensed by the Federal Audit Oversight Authority. So we do not perform audits, nor the confirmation under art. 745 para. 3 CO, nor the over-indebtedness notification under art. 725b CO: those acts belong to a licensed auditor, and we work with partners for them.