Active, merged or dissolved: Swiss company status

The status itself takes seconds to find: a register entry is either current or it has been deleted, and a company being wound up carries "in Liquidation" after its legal name. What takes longer, and what actually decides anything, is why the entry says what it says. A deleted company may have failed, or it may have been absorbed into a healthy group last quarter. At a glance the two look identical.

What "active" means, and what it does not

An active entry means one thing: the company is entered in a cantonal commercial register and that entry has not been deleted. It has legal personality, it can contract, sue and be sued, and there are named people on the record who can bind it.

It does not mean the company trades, employs anyone, holds assets, or pays its invoices. The register records legal facts and nothing beyond them; it does not certify that a company is a sound counterparty, and no status field in it is a credit opinion. Dormant companies sit at "active" for years.

The opposite trap is the common one. A brand outlives an entity easily — the website stays up, the sales contact still answers, the invoices still arrive — while the legal person behind it has been renamed, absorbed or struck off. So check the legal name and the UID rather than the brand. Names change and seats move; the CHE number does not, which is why searching by UID rather than by name survives a rebranding.

Dissolved is a decision, in liquidation is a state

The two words get used interchangeably and they describe different things.

Dissolution is the trigger: a shareholders' resolution, an expiry provision in the articles, a court order, or the opening of bankruptcy. What follows is liquidation — the company stops pursuing its purpose and begins winding down, while keeping its legal personality until the process ends.

Three things become visible on the register entry at that point.

• The name changes. The legal name is supplemented with "in Liquidation" (en liquidation, in liquidazione). Everything else in the entry now describes a company on its way out.
• Different people can bind it. Liquidators are entered with their own signature authority, and the powers of the existing officers narrow to what the winding-up requires. A signatory block you copied a year ago will tell you the wrong thing about who can sign today.
• Creditors are called. Liquidation involves a public call to creditors and a waiting period before remaining assets may be distributed. Deletion comes only once the liquidation is complete.

A company in liquidation is therefore still there. It can settle an invoice, be sued, and finish an existing contract. What has changed is that it is no longer a going concern and its authority structure is not the one you have on file.

Bankruptcy reaches the register from a different direction. Proceedings are opened by a court, administration passes out of the company's own hands, and the associated notices appear in the gazette under the debt-enforcement and bankruptcy rubrics rather than the commercial register one. Where nothing remains to distribute, proceedings can be suspended for lack of assets, which normally ends in deletion.

One nuance worth holding on to: liquidation is not a synonym for insolvency. Deliberately winding up a solvent company — a subsidiary that has served its purpose, a joint venture that has run its course — is routine, and in the register it looks the same as the first step of a collapse. The surrounding publications separate them, not the status word.

Merged: the entity disappears, the obligations do not

The merger is the case that catches people out, because a perfectly healthy counterparty's entry simply stops existing.

Under Swiss merger law, when one company absorbs another, the transferring company is dissolved without liquidation and deleted. Its assets and liabilities pass to the acquiring company as a whole, by operation of law. There is no wind-down: the deletion is the closing step of a transaction, not the end of a business. Creditor protection in a merger works differently from the call to creditors that precedes a liquidation. Two companies may also combine into a newly formed entity, in which case both original entries go and a new one appears.

The practical consequence is that your contract did not evaporate. The name and the UID on the other side changed, and the obligations travelled with the business. What you need from the record is the identity of the surviving entity, which the deletion notice names.

Several neighbouring transactions look similar and are not the same thing:

• A demerger splits a company; depending on how it is structured, the original may survive or may be deleted.
• A change of legal form — a GmbH becoming an AG, say — preserves the same legal entity. Nothing is transferred and nothing is deleted, but what the register tells you about ownership changes with the form.
• A transfer of assets moves a defined set of assets and liabilities to another entity while the transferor continues to exist. Its entry stays active, and it may now be an empty shell.

Deleted is not one thing

Deletion is the status people read as bad news, and on its own it is not a finding. A company is deleted after a completed liquidation, and also when:

• it has been absorbed in a merger;
• it has moved its seat to another canton, which appears as a deletion in the old register and a new entry in the new one, for the same business;
• the register has struck it for organisational reasons — no valid domicile, or a required organ left unfilled — after a deadline to remedy the defect went unused;
• it had no business activity and no remaining assets, and nobody objected to the register's published intention to delete it.

Nor is deletion always final. A deleted company can be re-entered, normally by court decision, where someone shows a legitimate interest — assets that surface afterwards, or a claim that needs a defendant.

Every one of these arrives as a publication

You do not have to discover any of it by re-checking a profile page. Each event is filed with a cantonal register and published in the Swiss Official Gazette of Commerce, and as a general rule a register fact becomes effective against third parties once it has been published.

That makes the publication history the real answer to "what happened here". A dissolution resolution, the entry of liquidators, a call to creditors and a final deletion read as a dated sequence. A merger deletion names its counterpart. A deletion for an organisational defect reads like neither. The anatomy of a register notice is worth learning once, because the mutation type and the reason for a deletion sit in the text of the notice itself.

What the status still will not tell you

Read correctly, the status field answers a narrow question. It is worth being explicit about the four inferences it does not support.

• Active is not solvent. It means the entry is current.
• In liquidation is not insolvent. Solvent companies are wound up on purpose all the time.
• Deleted is not failed. Half the routes to deletion above are ordinary corporate housekeeping.
• The surviving entity is not the same counterparty. After a merger you are dealing with a different company, a different board and possibly different people in control — and who controls it is a separate question that the register only partly answers.

Where a status change is one move in a larger restructuring — several entities dissolved in the same month, a new company formed at the same address with the same officers — a list of records is the wrong shape for the question. Seeing the companies, officers and addresses as a network makes that pattern legible, though what it shows is the registered picture: officers, signature authority, domiciles and publication history, from which control can be inferred rather than read off.

In practice

Look the company up, then read its status next to its publication history rather than on its own — the two together are the answer, and either alone is a guess. If the company matters to you beyond today, put it on a watchlist so the next publication finds you.

Frequently asked questions

How can I tell whether a company was deleted because it failed or because it was merged away?

Not from the status field — both cases read there as deleted. The reason sits in the deletion notice, and a deletion for merger names the company that took over the assets and liabilities. A completed liquidation instead reads as a dated sequence: a dissolution resolution, the entry of liquidators, a call to creditors, then the deletion. The publication history separates the two immediately.

Can I still invoice or sue a company that is "in liquidation"?

Yes. A company in liquidation keeps its legal personality until it is deleted: it can settle invoices, be sued and finish contracts already under way. What changes is who binds it — liquidators are entered with their own signature authority, and the powers of the existing officers narrow to what the winding-up requires. Pull the current state of the signature authorities rather than the extract you filed a year ago.

What happens to my contract when the company on the other side is absorbed in a merger?

It survives. When one Swiss company absorbs another, the transferring company is dissolved without liquidation and deleted, and its assets and liabilities pass to the acquiring company as a whole by operation of law. What you have to update is the identity of the counterparty: the legal name and the UID on the contract are now those of the surviving company, which the deletion notice names.

Does the UID (CHE number) change when a company is renamed or moves to another canton?

No. The identification number stays with the legal entity through a change of name, of purpose or of legal form, which is why searching by UID survives a rebranding while searching by name does not. The one case that looks like a rupture is a transfer of seat to another canton: it appears as a deletion in the old register and a new entry in the new one, for the same business.

Can a deleted company be re-entered in the register?

Yes. A deleted company can be re-entered, normally by court decision, where someone shows a legitimate interest — assets that surface afterwards, or a claim that needs a defendant. A deletion therefore does not automatically close a file. After a merger the question rarely arises, because the assets and liabilities already sit with the acquiring company and it is that company you would proceed against.

The entry is still active but the business seems to be gone — what does that mean?

Active only means that the entry is current. A company can lie dormant for years and still be active, and a transfer of assets can move the operating business to another entity while the transferor's entry stays open as an empty shell. The register can strike such a company on two grounds: when something required is missing — a legal domicile, a required organ — after a deadline to remedy the defect goes unused, and when it has no business activity and no remaining assets and nobody objects to the register's published intention to delete it. So read the publication history and the people entered, not the status word alone.