Liquidator
A liquidator is the person or firm that winds up a dissolved Swiss company in a voluntary liquidation. Unless the general meeting appoints someone else, the board of directors acts as liquidator (Art. 740 CO). At least one liquidator must be domiciled in Switzerland (Art. 740 para. 3 CO).
Who acts as liquidator
When a stock corporation (AG) or limited liability company (GmbH) is dissolved by a resolution of its shareholders, it enters voluntary liquidation. The company name receives the suffix «in Liquidation». By default the members of the board of directors become the liquidators (Art. 740 para. 1 CO). The general meeting may appoint other persons or a professional firm instead, A court may also dismiss and replace liquidators for good cause on a shareholder's application (Art. 741 para. 2 CO).
At least one liquidator must be domiciled in Switzerland and authorised to represent the company (Art. 740 para. 3 CO). A legal entity can serve as liquidator (Art. 740 para. 4 CO), but needs a representative with signing authority in Switzerland. The liquidators are entered in the commercial register with their signing powers.
Duties during the winding-up
The liquidators complete pending transactions, collect receivables, sell assets where needed to pay debts, and draw up a liquidation balance sheet and inventory (Art. 742 para. 1 CO). They must publish a call to creditors in the SHAB (Art. 742 para. 2 CO) and write to known creditors directly. The full procedure is described in our guide to Swiss company liquidation.
Liquidators owe the same duties of care as directors. They represent the company, sign for it and can sue or be sued in its name. Their powers are limited to acts necessary for the winding-up (Art. 743 CO).
Distribution waiting period
Assets may be distributed to shareholders at the earliest one year after the call to creditors, or after three months if a licensed audit expert confirms that all debts are settled (Art. 745 CO). Once the distribution is complete, the liquidators apply for the company's deletion from the register.
How the liquidator appears in the register and in the SHAB
The register entry names each liquidator, states their domicile and signing authority (sole or joint), and shows the suffix «in Liquidation» after the company name. The SHAB notice at the start of the liquidation lists the appointed liquidators and includes the creditor call. You can learn more about reading these notices in the SHAB/FOSC reading guide.
Difference from bankruptcy
In a bankruptcy, the bankruptcy office (Konkursamt) administers the estate. No liquidator is entered in the commercial register; the bankruptcy administrator is appointed by the court or the creditors' meeting. The term «liquidator» in Swiss law applies to voluntary winding-up only.
What to check when dealing with a company in liquidation
A company in liquidation still has legal personality and can enter into contracts, but only within the scope of the winding-up. If you are a creditor, verify that you have filed your claim after the creditor call. If you are considering a contract, check who the liquidators are, whether they have sole or joint signing authority, and whether the act falls within winding-up purposes. You can set up monitoring to receive alerts when the company publishes its next SHAB notice or is deleted.
Muster Consulting AG in Liquidation, in Zürich, CHE-123.456.789, Aktiengesellschaft (SHAB Nr. 85 vom 05.05.2026). Statutengemässe Auflösung. Liquidator: Muster, Anna, von Bern, in Zürich, mit Einzelunterschrift.
Legal basis and sources
- Art. 739–747 CO (liquidation of the AG)
- Art. 826 CO (liquidation of the GmbH)
- Zefix: central business name index
- SHAB: Swiss Official Gazette of Commerce
Related terms
Frequently asked questions
- Who is the liquidator if no one is appointed?
- The members of the board of directors become the liquidators by operation of law (Art. 740 para. 1 CO). They carry out the winding-up unless the general meeting appoints someone else or a court replaces them for good cause (Art. 741 para. 2 CO).
- Can the liquidator enter into new contracts?
- Only if the contract serves the winding-up (Art. 743 CO). The liquidator may sell inventory, settle claims and complete pending transactions, but starting genuinely new business goes beyond the liquidation mandate.
- Does a liquidator appear in the register during bankruptcy?
- No. In a bankruptcy the estate is administered by the bankruptcy office or a court-appointed administrator. A liquidator in the commercial register sense exists only in a voluntary liquidation.