Deletion from the commercial register

How a company leaves the commercial register

A deletion (German Löschung, French radiation) is the last entry in a company's register record. The SHAB notice normally states the reason for it.

After a voluntary liquidation

When the shareholders of a stock corporation (AG) resolve to dissolve it, the company enters liquidation. The liquidators draw up a balance sheet, write to the creditors they know and call on the others through a notice in the SHAB (Art. 742 CO). Assets may be paid out to shareholders one year after that creditor call at the earliest, or after three months if a licensed audit expert confirms that the debts are paid (Art. 745 CO). Once the liquidation is complete, the liquidators apply for the deletion (Art. 746 CO). The register office deletes the company only after the federal and cantonal tax authorities have consented (Art. 65 HRegV). A GmbH follows the same rules.

After bankruptcy

The opening of bankruptcy dissolves the company (Art. 736 CO), and its name receives the suffix "in Liquidation". When the court declares the proceedings closed, the register office deletes the company ex officio. If the proceedings are suspended for lack of assets, the deletion follows when no justified objection is filed within two years of the published suspension (Art. 159a HRegV).

After a merger

In a merger by absorption, the absorbed company passes its assets and liabilities to the absorbing company without a liquidation. It is deleted when the merger is entered in the register (Art. 21 para. 3 Merger Act).

Ex officio, without business or assets

The register office deletes a legal entity that has no business activity left and no realisable assets (Art. 934 CO). It first asks the entity whether it wants to keep the entry, then calls on other interested parties through a SHAB notice. If someone claims an interest, a court decides.

Sole proprietorships and branches

The owner of a sole proprietorship who stops trading or hands the business on must apply for its deletion; after the owner's death, an heir does so (Art. 39 HRegV). A branch is deleted when its business ends. Either one is also deleted ex officio once it has no legal domicile left (Art. 934a CO).

"In Liquidation" versus deleted

A name followed by "in Liquidation" or "in Liq." belongs to a company that still exists. It keeps its legal personality until the liquidation is finished (Art. 739 CO), its liquidators sign for it, and it can still pay, sue and be sued. The deletion ends its existence in the register, and its UID is never assigned again.

What a deletion tells you

A completed liquidation usually closes an orderly business, while a deletion after bankruptcy means creditors were not paid in full. The former owner of a sole proprietorship stays liable for its debts and can still face bankruptcy enforcement for six months after the deletion is published (Art. 40 SchKG). Our guides explain how to read SHAB notices and how a Swiss company is liquidated. Before signing, check a company's register status, and monitor the customers and suppliers you depend on to hear of a dissolution before the deletion.

Reinstatement

A court can order a deleted entity back into the register when someone shows a legitimate interest, for example when assets turn up after the liquidation or the entity is party to a lawsuit (Art. 935 CO). The entry is restored as it stood at the time of deletion, unless the court orders otherwise (Art. 164 HRegV).