A Swiss company limited by shares (Aktiengesellschaft, AG) does not end by simply ceasing to trade. As long as it is entered in the commercial register it remains a legal person with duties towards its creditors, the tax authorities and the register, and its directors remain responsible for it. Shareholders who no longer need a Swiss company therefore have to choose a route out, and that choice determines how long the process takes, what it costs and how the remaining assets are taxed. This article explains the ordinary voluntary liquidation step by step, the alternatives that avoid a liquidation altogether, the special cases of insolvency and dormant companies, and the restrictions that the law places on each route.
\n\nSwiss law distinguishes between the dissolution of a company and its liquidation. Dissolution is the event that changes the company's purpose: from that moment its aim is no longer to conduct business but to wind up its affairs. Liquidation is the process that follows, in which the company's business is completed, its assets are realised, its debts are paid and any remaining surplus is distributed to the shareholders. Only at the end of that process is the company deleted from the commercial register, and only then does it cease to exist.
\nDuring liquidation the company keeps its legal personality and its name, to which the words \"in Liquidation\" or \"in Liq.\" are added (Art. 739 para. 1 CO). Its corporate bodies continue to exist, but their powers are limited to the acts that the liquidation requires.
\n\nArt. 736 CO lists five grounds on which a company is dissolved:
\nIn the minority case under no. 4, the court is not bound to order dissolution. It may instead order another solution that is appropriate and reasonable for the parties, such as the purchase of the applicants' shares (Art. 736 no. 4 CO). The \"other cases provided for by law\" under no. 5 include, in particular, dissolution by the court because of deficiencies in the company's organisation under Art. 731b CO, for example where the company no longer has a board of directors, an auditor or a legal domicile and fails to remedy the defect.
\nIn practice, almost every voluntary liquidation starts with a resolution of the general meeting.
\n\nThe resolution to dissolve the company requires at least two thirds of the votes represented and an absolute majority of the nominal value of shares represented (Art. 704 para. 1 no. 16 CO). The articles of association may set stricter requirements. The resolution must be recorded in a public deed by a notary (Art. 736 no. 2 CO). In the same meeting, the shareholders usually appoint the liquidators and determine their signing authority.
\nA company that is over-indebted cannot simply resolve to be liquidated voluntarily in order to avoid bankruptcy. If its liabilities are no longer covered by its assets, the board must notify the court under Art. 725b CO unless creditors subordinate their claims to the necessary extent or a genuine restructuring is in prospect.
\n\nUnless the articles of association or a resolution of the general meeting appoint other persons, the board of directors carries out the liquidation (Art. 740 para. 1 CO). The liquidators must be entered in the commercial register, even if they were already members of the board (Art. 740 para. 2 CO). At least one liquidator authorised to represent the company must be resident in Switzerland (Art. 740 para. 3 CO). This requirement is often the first practical hurdle for foreign-owned companies: where none of the directors lives in Switzerland, a Swiss-resident liquidator, often a lawyer or a fiduciary, has to be appointed.
\nThe general meeting may remove liquidators it has appointed at any time. Liquidators appointed by the court can be removed only by the court (Art. 741 CO).
\n\nThe board must file the dissolution with the commercial register (Art. 737 CO). The application is accompanied by the public deed of the resolution, the liquidators' declarations of acceptance and, where required, their certified signatures. From the entry onwards, the company trades under its name with the addition \"in Liquidation\" (Art. 739 para. 1 CO).
\n\nWhen they take office, the liquidators must draw up a balance sheet (Art. 742 para. 1 CO). Because the company is no longer a going concern, its assets are no longer valued at going-concern values but at the values they are expected to fetch on realisation (Art. 958 para. 2 CO). If the liquidation lasts longer, the liquidators must prepare interim balance sheets each year (Art. 743 para. 5 CO).
\nThe liquidators must then call on the creditors to file their claims. Creditors known from the books or otherwise are informed individually. Unknown creditors, and creditors whose address is unknown, are informed by public notice in the Swiss Official Gazette of Commerce (SHAB) and in the form prescribed by the articles of association (Art. 742 para. 2 CO). Since the company law reform that entered into force on 1 January 2023, a single publication in the SHAB is sufficient; under the previous law, the call had to be published three times.
\n\nThe liquidators complete the company's current business, collect outstanding receivables, realise the remaining assets and pay the company's debts (Art. 743 para. 1 CO). They may enter into new transactions only to the extent that the liquidation requires. Unless the general meeting has ordered otherwise, they may sell assets by private sale (Art. 743 para. 4 CO), which in practice gives them the flexibility to sell a business, real estate or a participation as a whole.
\nThe liquidators must keep the company's financial position under review throughout. If they find that the company is over-indebted, they must notify the court (Art. 743 para. 2 CO), and the liquidation continues as a bankruptcy.
\nThe practical work in this phase usually includes:
\nBefore any distribution to shareholders, all creditors must be paid or secured. If known creditors have not filed their claims, the amount of their claims must be deposited with the court (Art. 744 para. 1 CO). The same applies to debts that are not yet due or that are disputed, unless the creditors receive equivalent security or the distribution of the company's assets is postponed until these debts are settled (Art. 744 para. 2 CO).
\n\nOnce all debts are paid, the remaining assets are distributed among the shareholders in proportion to the amounts they paid in, taking into account any preferential rights attached to certain classes of shares, unless the articles of association provide otherwise (Art. 745 para. 1 CO).
\nThe distribution may take place at the earliest one year after the day on which the call to creditors was published (Art. 745 para. 2 CO). This waiting period is often called the \"blocking year\" (Sperrjahr). It may be shortened to three months if a licensed audit expert confirms that the debts have been paid and that, in the circumstances, no third-party interests are at risk (Art. 745 para. 3 CO). The shortened procedure costs the fee for the auditor's confirmation, but it can bring the end of the liquidation forward by nine months, which is often worth it for a company with a simple balance sheet.
\nDistributions made before the waiting period has expired, or before all creditors have been paid or secured, expose the liquidators to personal liability.
\n\nWhen the liquidation is complete, the liquidators file the deletion of the company with the commercial register (Art. 746 CO). The application must be signed by all liquidators and must refer to the publication of the call to creditors (Art. 65 para. 1 of the Commercial Register Ordinance, HRegV). The register will only delete the company once the federal and cantonal tax authorities have consented to the deletion (Art. 65 para. 2 HRegV). In practice, the tax authorities give their consent only after all final tax assessments have been issued and paid, which is often what determines how long the last phase of the liquidation takes.
\nAfter deletion, the share register, the accounting records and the register of beneficial owners must be kept in a safe place for ten years, together with the supporting documents (Art. 747 CO). The liquidators designate the place; if they cannot agree, the commercial register office decides.
\n\nThe tax consequences are frequently the most important factor in choosing the route out, and they should be analysed before the general meeting resolves on dissolution.
\nCorporate income tax. The liquidation realises the hidden reserves in the company's assets. Liquidation gains form part of the taxable profit of the company (Art. 58 para. 1 let. c of the Federal Act on Direct Federal Tax, DBG), and the cantonal tax laws contain corresponding rules. A company that holds real estate, intellectual property or participations with substantial hidden reserves will therefore pay profit tax on these gains in its final tax period.
\nWithholding tax. The liquidation surplus, meaning the amount distributed to the shareholders that exceeds the nominal share capital and the confirmed capital contribution reserves, is subject to Swiss withholding tax of 35 per cent (Art. 4 para. 1 let. b and Art. 13 para. 1 let. a of the Withholding Tax Act, VStG; Art. 20 para. 1 of the Withholding Tax Ordinance, VStV). The repayment of nominal capital and of capital contribution reserves confirmed by the Federal Tax Administration is not subject to withholding tax (Art. 5 para. 1bis VStG). Shareholders resident in Switzerland can generally reclaim the tax in full. Foreign shareholders can reclaim it only to the extent provided for in the applicable double taxation treaty, and some treaties reduce the residual tax to zero or a few per cent for corporate shareholders with a substantial holding. Within groups, the tax can in certain cases be settled by a notification procedure instead of payment and refund.
\nPersonal income tax. For shareholders who are individuals resident in Switzerland and hold their shares as private assets, the liquidation surplus is taxable income in the same way as a dividend (Art. 20 para. 1 let. c DBG). Where the shareholder holds at least ten per cent of the share capital, only part of it is taxed (Art. 20 para. 1bis DBG, and correspondingly under cantonal law).
\nDe facto liquidation. The tax authorities do not wait for a formal resolution. If a company sells its business and pays the proceeds to its shareholders, or allows its assets to drift to them without a formal process, it may be treated as being in a de facto liquidation. The persons who in fact carry out such a liquidation are jointly liable with the company for its withholding tax up to the amount of the liquidation proceeds, and the start of the liquidation does not depend on an entry in the commercial register (Art. 15 para. 1 let. a VStG; Federal Supreme Court, judgment 2C_806/2013 of 24 March 2014, consid. 3.3–3.5).
\n\nA formal liquidation is not the only way to bring a Swiss company to an end. Depending on the shareholders' objectives, one of the following routes may be faster or cheaper.
\nMerger. The company can be absorbed by another company under the Merger Act (FusG). The absorbed company is dissolved and deleted from the register without liquidation, and its assets and liabilities pass to the absorbing company by universal succession (Art. 3 and Art. 21 FusG). This route is often used within groups, where a dormant subsidiary is merged into its parent or into a sister company. A company that is already in liquidation can still take part in a merger as the transferring company as long as the distribution of its assets has not yet begun (Art. 5 FusG). Mergers that fulfil the conditions for tax neutrality can be carried out without realising the hidden reserves.
\nSale of the shares. Instead of ending the company, the shareholders can sell it. For a company with an operating business, a clean balance sheet or valuable licences, a sale is often more attractive than a liquidation. Shareholders who are individuals must, however, take into account the rules on indirect partial liquidation and transposition, under which the tax authorities may treat part of the sale price as taxable income.
\nRelocation abroad. A Swiss company can, under certain conditions, move its seat abroad without being liquidated in Switzerland, provided the foreign law permits the transfer and the company continues there (Art. 163 of the Federal Act on Private International Law, PILA). For tax purposes, however, the relocation of the seat abroad is treated like a liquidation: the hidden reserves are taxed, and withholding tax is due on the reserves as if they had been distributed (Art. 4 para. 2 VStG).
\nTakeover by a public-law entity. Where the assets of a company are taken over by the Confederation, a canton or a municipality, the takeover may be carried out without liquidation (Art. 751 CO). This route is of little relevance for private investors.
\n\nIf the company's liabilities are no longer covered by its assets and no restructuring is possible, the board must notify the court (Art. 725b para. 3 CO). The opening of bankruptcy proceedings dissolves the company (Art. 736 no. 3 CO), and the liquidation is then carried out by the bankruptcy office under the Debt Enforcement and Bankruptcy Act (SchKG). The directors lose control of the process, and the shareholders as a rule receive nothing.
\nWhere the assets do not even cover the costs of the bankruptcy proceedings, the court suspends the proceedings for lack of assets (Art. 230 SchKG), and the company is subsequently deleted from the commercial register. Directors who delayed notifying the court, or who continued to trade while the company was over-indebted, are exposed to liability claims by the creditors (Art. 754 para. 1 CO) and potentially to criminal liability.
\n\nSince 1 January 2021, the commercial register can delete a company on its own initiative if the company no longer conducts any business and no longer has any realisable assets (Art. 934 para. 1 CO). The register office first asks the company to state whether it has an interest in keeping its entry. If it receives no answer, it publishes a call in the SHAB asking other interested parties, such as creditors, to come forward. If this call also remains unanswered, the company is deleted. If a creditor or shareholder asserts an interest in keeping the entry, the register office refers the matter to the court (Art. 934 paras. 2 and 3 CO).
\nThis procedure is designed for empty shells. It is not a cheap substitute for a liquidation: a company that still has assets, a bank balance or open tax matters will not qualify, and shareholders who let a company with assets drift into deletion risk losing those assets and incurring the tax consequences of a de facto liquidation.
\n\nLiquidators are liable to the company, the shareholders and the creditors for any loss caused by an intentional or negligent breach of their duties (Art. 754 para. 1 CO). The typical risks are premature distributions to shareholders, failing to pay or secure known creditors, failing to notify the court of over-indebtedness, and failing to settle the company's taxes. Liquidators are also jointly liable for the company's withholding tax and, under the tax laws, for certain other taxes up to the amount of the liquidation proceeds. A careful liquidator therefore distributes nothing until the tax position has been settled and the waiting period has expired.
\n\nA simple voluntary liquidation of a company without operating business, employees or real estate typically takes between six months and a little over a year. The decisive factors are the waiting period of one year after the call to creditors, which can be reduced to three months with an auditor's confirmation, and the time the tax authorities need to issue the final assessments and consent to the deletion. Companies with operating business, employees, real estate, pending litigation or complex group structures take correspondingly longer.
\n\nI advise shareholders and boards of Swiss companies on the choice between liquidation, merger and sale, and I act as Swiss-resident liquidator for companies whose directors live abroad. Through an affiliated Swiss trust company, we also take care of the accounting, the final tax returns and the correspondence with the commercial register and the tax authorities, so that the company can be closed in an orderly way. Contact me for a first conversation.
\n", "author": { "name": "Alexander Ressos" }, "tags": [ ], "date_published": "2026-10-19T13:57:28+02:00", "date_modified": "2026-10-19T13:57:28+02:00" }, { "id": "https://helveticaregister.com/he/", "url": "https://helveticaregister.com/he/", "title": "מידע בעברית", "summary": "Helvetica Register הוא מדריך בשפה האנגלית העוסק בשווייץ כבסיס אמין באירופה. בעמוד זה תוכלו לקרוא בעברית מי עומד מאחורי המדריך,…", "content_html": "Helvetica Register הוא מדריך בשפה האנגלית העוסק בשווייץ כבסיס אמין באירופה. בעמוד זה תוכלו לקרוא בעברית מי עומד מאחורי המדריך, כיצד Ressos Legal יכולה לסייע לכם וכיצד ליצור איתנו קשר.
\nד״ר אלכסנדר רסוס הוא עורך דין בציריך, הרשום בפנקס עורכי הדין של קנטון ציריך. הוא מוסמך גם כעורך דין (Rechtsanwalt) בגרמניה וכ-Solicitor בהונג קונג ובאנגליה ובוויילס, ובעל הסמכה כ-Trust and Estate Practitioner (TEP). הוא פועל בציריך תחת השם Ressos Legal.
\nRessos Legal מייעצת בדיני שווייץ. הייעוץ בדיני ארצכם נשאר בידי עורכי הדין שלכם, שעמם אנו פועלים בשיתוף פעולה הדוק. במידת הצורך אנו משתפים גם עורכי דין מקומיים בתחומי שיפוט אחרים.
\nהמאמרים באתר זה מתפרסמים באנגלית. אנו מבקשים לכתוב אלינו באנגלית.
\nדוא״ל: alexander.ressos@ressos.ch · עמוד יצירת הקשר. בדרך כלל אנו משיבים בתוך יום עסקים אחד. שיחות ופגישות מתקיימות בתיאום מראש בלבד.
\nהמאמרים באתר זה מכילים מידע כללי; הם אינם מחליפים ייעוץ בעניינכם הספציפי ואינם יוצרים יחסי עורך דין–לקוח. התקשרות לייצוג משפטי נוצרת רק לאחר חתימה על הסכם התקשרות בכתב.
\nSwiss company law puts the board of directors, rather than the shareholders or the creditors, in charge of recognising a company's financial distress at an early stage. Under Art. 716a para. 1 no. 7 CO, notifying the court in the event of over-indebtedness is one of the board's non-transferable and inalienable duties. The obligations that lead up to that point are set out in a graduated system of warning thresholds, each with its own required response. The revision of company law that entered into force on 1 January 2023 recast these rules significantly: the old single provision of Art. 725 CO was replaced by three separate articles on impending insolvency (Art. 725 CO), capital loss (Art. 725a CO) and over-indebtedness (Art. 725b CO).
\n\nUnder Art. 725a para. 1 CO, a capital loss exists when the last annual accounts show that assets minus liabilities no longer cover half of the sum of three items: the share capital, the statutory capital reserve that may not be repaid to shareholders, and the statutory retained earnings. The test therefore compares the company's net assets with a protected capital figure, and not equity with share capital alone.
\nA simple example shows how it works. Take a company with share capital of CHF 100,000 and statutory reserves of CHF 20,000. The protected figure is CHF 120,000, so the warning threshold is CHF 60,000. If accumulated losses reduce net assets to CHF 50,000, half of the protected capital is no longer covered and a capital loss within the meaning of Art. 725a CO exists. The company is still solvent in the balance-sheet sense, because its assets exceed its liabilities, but the law treats the erosion of capital as a signal that the board must act.
\nThe provision before 2023 was worded differently. Former Art. 725 para. 1 CO applied when the last annual balance sheet showed that half of the share capital and the statutory reserves was no longer covered; in that case the board had to convene a general meeting without delay and propose restructuring measures. Earlier financial years and older literature therefore cite \"Art. 725 para. 1 CO\" for capital loss and \"Art. 725 para. 2 CO\" for over-indebtedness, which can confuse readers who consult the current text.
\n\nThe current law moved the focus from convening a meeting to taking action. Under Art. 725a para. 1 CO, the board must take measures to eliminate the capital loss. Where necessary it must take further restructuring measures or propose them to the general meeting, so far as they fall within the meeting's powers. The mandatory general meeting of the former law no longer applies, which gives the board more flexibility while keeping the responsibility firmly with it.
\nTypical measures range from operational changes, such as cost reductions, the sale of non-core assets and the renegotiation of contracts, to balance-sheet measures. These include capital increases, the conversion of shareholder loans into equity, waivers of claims by shareholders or related parties, and a reduction of capital combined with a simultaneous increase (the \"accordion\" procedure under Art. 653q CO). Art. 725c CO also lets the company revalue real estate and participations above acquisition cost, up to their actual value, to eliminate a capital loss or over-indebtedness, subject to confirmation by the auditor and disclosure in the notes.
\nArt. 725a para. 2 CO adds a control mechanism for companies that have opted out of the statutory audit. If the company has no auditor, the last annual accounts must undergo a limited audit by a licensed auditor appointed by the board before the general meeting approves them. Under Art. 725a para. 3 CO this obligation lapses if the board files an application for a moratorium (Nachlassstundung).
\n\nThe 2023 reform also put the company's liquidity on an equal footing with its balance sheet. Under Art. 725 para. 1 CO, the board must monitor the company's solvency. If insolvency threatens, Art. 725 para. 2 CO requires it to take measures to secure solvency and, where necessary, to take further restructuring measures, propose them to the general meeting or file for a moratorium. Art. 725 para. 3 CO requires the board to act with due urgency. A company can therefore be in breach of its duties because of a cash-flow problem even when its balance sheet still shows no capital loss.
\n\nThe next stage is over-indebtedness. Under Art. 725b para. 1 CO, if there is reason to believe that the company's liabilities are no longer covered by its assets, the board must immediately prepare interim accounts on both a going-concern and a liquidation basis. The interim accounts at liquidation values may be dispensed with if the going-concern assumption applies and the interim accounts at going-concern values show no over-indebtedness. If the going-concern assumption does not apply, interim accounts at liquidation values suffice. Under Art. 725b para. 2 CO the interim accounts must be audited by the company's auditor or, if there is none, by a licensed auditor appointed by the board.
\nIf the audited interim accounts show over-indebtedness on both bases, Art. 725b para. 3 CO requires the board to notify the court. The court will then normally open bankruptcy proceedings unless a moratorium is granted. Art. 725b para. 4 CO allows only two exceptions. The first is where creditors subordinate their claims to those of all other creditors in an amount covering the shortfall (Rangrücktritt); under the current text, the subordination must also cover interest claims for the duration of the over-indebtedness. The second is where there is a well-founded prospect that the over-indebtedness can be eliminated within a reasonable period, at the latest 90 days after the audited interim accounts become available, and the creditors' claims are not additionally endangered. The 90-day window codifies the \"reasonable period\" that courts had previously granted case by case, and it sets an outer limit that boards must observe.
\nWhere the company has an auditor and the board fails to notify the court despite obvious over-indebtedness, the auditor must notify the court itself under Art. 728c para. 3 CO (ordinary audit) or Art. 729c CO (limited audit).
\n\nDirectors who intentionally or negligently breach these duties are personally liable to the company, the shareholders and the creditors for the resulting loss under Art. 754 para. 1 CO. In practice, the most significant exposure arises from delayed notification of over-indebtedness: the longer an over-indebted company continues to trade, the greater the damage to creditors from new liabilities and diminished recoveries in the later bankruptcy. Criminal provisions may also apply, notably mismanagement under Art. 165 SCC.
\nBoards should therefore document their assessment of the company's financial position, the measures considered and the reasons for the decisions taken. A well-kept record of liquidity monitoring, capital-loss analysis and restructuring decisions is the most effective protection against later liability claims, and it shows that the board acted with the care required by Art. 717 para. 1 CO.
\n\nThese rules apply directly to the company limited by shares (AG). They also apply to the limited liability company (GmbH) by reference in Art. 820 para. 1 CO, and to cooperatives by reference in Art. 903 CO. For the GmbH, the relevant capital figure is the nominal capital (Stammkapital).
\n\nI advise boards and shareholders of Swiss companies on capital loss, over-indebtedness and restructuring measures, including subordination agreements, capital measures and the documentation of board decisions. Contact me for a first conversation.
\n", "author": { "name": "Alexander Ressos" }, "tags": [ ], "date_published": "2026-10-18T21:12:14+02:00", "date_modified": "2026-10-18T21:12:14+02:00" }, { "id": "https://helveticaregister.com/tr/", "url": "https://helveticaregister.com/tr/", "title": "Türkçe bilgiler", "summary": "Helvetica Register, Avrupa’da güvenilir bir merkez olarak İsviçre’ye adanmış İngilizce bir kılavuzdur. Bu sayfada, kitabın yazarı hakkında bilgi, Ressos Legal’in…", "content_html": "Helvetica Register, Avrupa’da güvenilir bir merkez olarak İsviçre’ye adanmış İngilizce bir kılavuzdur. Bu sayfada, kitabın yazarı hakkında bilgi, Ressos Legal’in size nasıl yardımcı olabileceği ve bizimle nasıl iletişime geçebileceğiniz Türkçe olarak sunulmaktadır.
\nDr. Alexander Ressos, Zürih’te avukatlık yapmakta olup, Zürih kantonu avukatlar sicilinde kayıtlıdır. Ayrıca Almanya’da avukat (Rechtsanwalt), Hong Kong’da ve İngiltere ile Galler’de solicitor olarak kabul edilmiştir ve Trust and Estate Practitioner (TEP) unvanına sahiptir. Zürih’te Ressos Legal adı altında faaliyet göstermektedir.
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\nBu sitedeki makaleler İngilizce olarak yayınlanmaktadır. Lütfen bize İngilizce olarak yazın.
\nE-posta: contact@ressos.ch · iletişim sayfası. Genellikle bir iş günü içinde yanıt veriyoruz.
\nBu sitedeki makaleler genel bilgiler içermektedir; bunlar, sizin özel durumunuzla ilgili bir danışmanlığın yerini almaz ve avukat-müvekkil ilişkisi oluşturmaz.
\nHelvetica Register là một cuốn cẩm nang bằng tiếng Anh giới thiệu Thụy Sĩ như một nền tảng đáng tin cậy tại châu Âu. Trang này giới thiệu bằng tiếng Việt về tác giả của cuốn sách, cách Ressos Legal có thể hỗ trợ quý vị và cách liên hệ với chúng tôi.
\nTiến sĩ Alexander Ressos là luật sư tại Zurich, được đăng ký trong danh sách luật sư của bang Zurich. Ông cũng được công nhận là luật sư (Rechtsanwalt) tại Đức và là luật sư (solicitor) tại Hồng Kông cũng như tại Anh và xứ Wales, đồng thời là Chuyên gia về Quỹ tín thác và Di sản (TEP). Ông hành nghề dưới tên Ressos Legal tại Zurich.
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\nDr. Alexander Ressos adalah pengacara di Zurich, yang terdaftar dalam daftar pengacara Kanton Zurich. Ia juga diakui sebagai pengacara (Rechtsanwalt) di Jerman serta sebagai solicitor di Hong Kong dan di Inggris Raya, serta memegang sertifikasi Trust and Estate Practitioner (TEP). Ia menjalankan praktik hukum dengan nama Ressos Legal di Zurich.
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\n«Helvetica Register» — це посібник англійською мовою, присвячений Швейцарії як надійній базі в Європі. На цій сторінці ви дізнаєтеся українською мовою, хто є автором посібника, як компанія «Ressos Legal» може вам допомогти та як з нами зв’язатися.
\nД-р Олександр Рессос — адвокат у Цюріху, зареєстрований у реєстрі адвокатів кантону Цюріх. Він також має право на заняття адвокатською діяльністю (Rechtsanwalt) у Німеччині та є солісітором у Гонконзі, а також в Англії та Уельсі, і має кваліфікацію Trust and Estate Practitioner (TEP). Він здійснює адвокатську діяльність під назвою «Ressos Legal» у Цюріху.
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\nAnyone who leaves Switzerland after years of paying into the old-age and survivors' insurance (AHV) must decide what becomes of the contributions and the pension rights they have built up. Whether the pension can later be paid abroad depends largely on nationality and on whether Switzerland has concluded a social security agreement with the person's home state. Nationals of states without such an agreement may, under certain conditions, have their contributions refunded, while Swiss and EU/EFTA nationals moving outside Europe can in some cases keep their cover through voluntary insurance. This article explains the rules as of 2026 and the considerations that usually shape the choice.
\n\nCompulsory insurance under the Federal Act on Old-Age and Survivors' Insurance (OASIA; German: AHVG) is tied to domicile or gainful activity in Switzerland (Art. 1a para. 1 lit. a, b OASIA). When a person gives up both, compulsory insurance ends, although the contribution years already completed remain recorded in the individual account. A claim to an old-age pension arises once at least one full contribution year has been completed (Art. 29 para. 1 OASIA), and since a full pension generally requires 44 contribution years (Art. 29ter OASIA), each missing year reduces the pension by at least 1/44. A person who has worked in Switzerland for, say, a decade will therefore hold a correspondingly partial pension entitlement, the amount of which is explained in our article on the AHV old-age pension in 2026.
\n\nThe starting point is Art. 18 para. 2 OASIA, under which foreign nationals receive pensions only for as long as they are domiciled and habitually resident in Switzerland, unless an international agreement provides otherwise. In practice this produces three groups.
\nSwitzerland has bilateral agreements with, among others, Australia, Brazil, Canada (with a separate agreement for Quebec), Chile, China, India, Israel, Japan, the Philippines, South Korea, Tunisia, Turkey, the United Kingdom, Uruguay and the USA, as well as several states of the Western Balkans and San Marino. The agreements with China, India and South Korea are, however, limited to determining which state's contribution legislation applies, which is particularly relevant for secondments (see social security agreements and secondments); they do not coordinate pension benefits. Nationals of states without any agreement, or with an agreement that does not cover benefits, therefore cannot draw an AHV pension once they live outside Switzerland, and for them the refund of contributions becomes the relevant route.
\n\nArt. 18 para. 3 OASIA, implemented by the Ordinance on the Refund of Contributions (ORC; German: RV-AHV), allows nationals of states without a social security agreement to claim back the AHV contributions they have paid. Several conditions must be met. Contributions must have been paid for at least one full year, and they must not give rise to a pension entitlement (Art. 1 para. 1 ORC). The applicant, together with any spouse and children under the age of 25, must have left Switzerland permanently (Art. 2 ORC). It is the applicant's nationality at the time of the claim that decides (Art. 1 para. 2 ORC), which means that a later naturalisation in a state with a benefit-coordinating agreement can change the position.
\nThe refund covers the contributions actually paid by both the employee and the employer (Art. 18 para. 3 OASIA in conjunction with Arts. 5 and 13 OASIA), so that the employer share is included. No interest is paid (Art. 4 para. 1 ORC). Because the refund settles the person's relationship with the insurance completely, no rights of any kind against the AHV or the disability insurance (IV) remain afterwards (Art. 6 ORC); this also extends to survivors' benefits for the family.
\nThe claim is filed with the Swiss Compensation Office (Zentrale Ausgleichsstelle, ZAS) in Geneva (Art. 8 ORC). Since 1 January 2025 the right to claim a refund lapses only on the death of the insured person (Art. 7 ORC), so that there is no longer any pressure to apply within a particular period after leaving.
\nAccording to the ZAS, nationals of Australia, Brazil, China, India, the Philippines, South Korea, Tunisia and Uruguay may also claim a refund, subject to the conditions of the respective agreement. Anyone from these states should have the applicable agreement checked before filing a claim. AHV contributions cannot be transferred to a foreign pension or social security scheme; the refund to the individual is the only form in which their value leaves the Swiss system.
\n\nEven where the pension itself can be paid abroad, certain benefits remain linked to residence in Switzerland. The helplessness allowance under Art. 43bis OASIA, which in 2026 amounts to CHF 252, CHF 630 or CHF 1,008 per month depending on the degree of helplessness, is paid only to residents and is not exported. The same applies to supplementary benefits (Ergänzungsleistungen), which top up low pensions for persons living in Switzerland. Retirees who rely on these benefits should take this into account before moving abroad.
\n\nSwiss nationals and nationals of EU or EFTA states who take up residence outside the EU/EFTA area may join the voluntary old-age, survivors' and disability insurance (Art. 2 OASIA). They must have been compulsorily insured for at least five consecutive years immediately before leaving, and the application must be made within one year of leaving compulsory insurance. The deadline is strict, which is why the decision should ideally be taken before or shortly after departure.
\nUnder the most recent leaflet available (as of 1 January 2025), employed persons pay 10.1 % of their earnings (AHV 8.7 % and IV 1.4 %), while persons without gainful activity pay between CHF 1,010 and CHF 25,250 per year depending on their wealth and pension income; these amounts are adjusted periodically. Persons who fail to pay their contributions are excluded from the voluntary insurance. Its value lies in avoiding contribution gaps and in maintaining disability and survivors' cover while living abroad.
\n\nFor those who have a choice, there is no answer that suits everyone, and several factors should be weighed together. Age matters, because a younger person may be many years away from reference age and may prefer to have the funds available now, whereas someone close to retirement will often value a lifelong pension more highly. The number of contribution years matters as well, since a short Swiss career produces only a small partial pension, while a longer one can provide a meaningful lifelong income. The likelihood of returning to Switzerland is equally relevant: a refund extinguishes all rights, so that a person who later comes back starts building their contribution record anew. Finally, the refund carries no interest and the value of the lost survivors' and disability cover for spouse and children should not be overlooked. Because the claim no longer lapses after a fixed period, there is usually time to take this decision carefully.
\n\nI advise individuals and families from abroad who leave Switzerland on the effect of their departure on AHV rights, on refund claims and on voluntary insurance, working alongside their advisers in the new country of residence. Contact me to review your position before you leave.
\n\nSources: Federal Act on Old-Age and Survivors' Insurance (SR 831.10) and Ordinance (SR 831.101), as of 1 January 2026; Ordinance on the Refund of Contributions to the Old-Age and Survivors' Insurance (SR 831.131.12); information leaflets of the AHV/IV Information Centre (ahv-iv.ch), as of 1 January 2026, and leaflet 10.02 on voluntary insurance, as of 1 January 2025; information of the Swiss Compensation Office (zas.admin.ch). Figures as of October 2026.
\n", "author": { "name": "Alexander Ressos" }, "tags": [ ], "date_published": "2026-10-09T22:13:31+02:00", "date_modified": "2026-10-09T22:13:31+02:00" }, { "id": "https://helveticaregister.com/swiss-ahv-social-security-agreements-secondment/", "url": "https://helveticaregister.com/swiss-ahv-social-security-agreements-secondment/", "title": "Social security agreements and secondments: the AHV in cross-border situations", "summary": "Whether a person who works across borders is covered by the Swiss old-age and survivors' insurance (AHV) depends first on…", "content_html": "Whether a person who works across borders is covered by the Swiss old-age and survivors' insurance (AHV) depends first on Swiss domestic law, which attaches insurance to domicile and to the place of work. Where Switzerland has concluded an international agreement, that agreement decides which country's legislation applies and allows employees to be seconded for a limited period while remaining insured at home. This article explains the rules for the EU/EFTA area, the bilateral agreements, the special position of the agreements with China, India and South Korea, and the situation where no agreement exists. It closes with practical steps for groups that send staff to or from Switzerland.
\n\nUnder the Federal Act on Old-Age and Survivors' Insurance (OASIA; German: AHVG), everyone who is domiciled in Switzerland and everyone who works in Switzerland is compulsorily insured (Art. 1a para. 1 lit. a and b OASIA). Swiss law therefore follows a territorial approach, since it is the physical connection with Switzerland through residence or work, and neither the nationality of the person nor the seat of the employer, that triggers insurance. A foreign executive who takes up residence in Zug or Zurich, or who works there while keeping a home abroad, will in principle become subject to Swiss contributions from the first day; the contribution rates and the employer's duties are described in AHV contributions on salaries in 2026.
\nThe Act contains a small number of exemptions. Persons enjoying diplomatic immunities are not insured, and neither are persons for whom insurance would create an unreasonable double burden (Art. 1a para. 2 lit. a and b OASIA). Self-employed persons and employees of employers without a Swiss establishment are also exempt as long as their work in Switzerland does not exceed three consecutive months per calendar year (Art. 1a para. 2 lit. c OASIA with Art. 2 of the Ordinance on Old-Age and Survivors' Insurance, OASIO; German: AHVV). Beyond these cases, domestic law alone would often lead to double coverage, which international agreements are designed to resolve.
\n\nFor relations with the member states of the European Union, Switzerland applies the EU social security coordination rules through Annex II to the Agreement on the Free Movement of Persons; for Iceland, Liechtenstein and Norway the corresponding rules apply through the EFTA Convention. These instruments determine a single applicable legislation for each person and coordinate benefits between the states concerned. An employee posted temporarily from one state to another can remain insured in the sending state for up to 24 months, provided that the posting is documented by an A1 certificate. Without that certificate, the host state is entitled to treat the employee as insured under its own law, which is why the A1 should be in place before the posting begins.
\n\nOutside the EU/EFTA area, Switzerland has concluded bilateral social security agreements with the following states (AHV/IV information leaflet 890.e, as of 1 January 2026):
\nMost of these agreements both determine the applicable legislation and coordinate benefits, and each fixes the maximum period for which an employee may be seconded while remaining insured in the sending state.
\n\nThe agreements with China, India and South Korea are of particular practical importance for readers of this site, and they are narrower than most others because they regulate only which state's contribution legislation applies. They contain no rules on the totalisation of insurance periods or on the coordination of pension benefits. Their main purpose is to avoid double contributions during secondments, and for that purpose they provide comparatively long posting periods of up to 72 months.
\nFor a Chinese, Indian or Korean executive seconded to a Swiss subsidiary, this means that he or she can remain insured in the home country for the duration permitted by the agreement, provided that the secondment is properly certified, and that the Swiss entity will not owe AHV contributions on that salary during that period. Once the secondment ends or is converted into local employment, Swiss insurance applies in full. Any Swiss contribution years are then assessed under Swiss law alone: an old-age pension requires at least one full contribution year (Art. 29 para. 1 OASIA), and periods completed in China, India or South Korea are not counted towards it. Because the agreements do not coordinate benefits, foreign nationals from these states are subject to the domestic rule that pensions are paid only while the recipient is domiciled and habitually resident in Switzerland (Art. 18 para. 2 OASIA). On leaving Switzerland, nationals of these states may be able to claim a refund of contributions, subject to the conditions of the respective agreement; this is explained in Leaving Switzerland: AHV pensions abroad, refunds of contributions and voluntary insurance.
\nThe same logic applies in the opposite direction. A Swiss employer sending staff to China, India or South Korea can keep them insured in Switzerland during the secondment period, whereas the home system of the host country would otherwise apply.
\n\nThe maximum periods for which an employee may be seconded while remaining insured in the sending state are as follows:
\n| Maximum period | States |
|---|---|
| 72 months | China, India, South Korea |
| 60 months | Australia, Brazil, Canada/Quebec, Japan, Kosovo, Tunisia (employed persons), USA |
| 36 months | Chile |
| 24 months | EU/EFTA states, United Kingdom and the other agreement states |
| 12 months | San Marino |
Entrepreneurs who are self-employed in more than one country should note that several agreements contain a specific rule for them. Under the agreements with India, Canada/Quebec, the Philippines, South Korea and the USA, a self-employed person who is resident in one of the two states pays contributions only in that state. A Korean founder who lives in Switzerland and also carries on a business in Korea will therefore, in principle, be insured only in Switzerland for that activity. For self-employed persons from other states the domestic rules and the respective agreement must be examined separately; the Swiss contribution rules for the self-employed are set out in the article on AHV for the self-employed and for persons without gainful activity.
\n\nWhere Switzerland has no social security agreement with the home state, there is no secondment in the legal sense. An employee who works in Switzerland is insured under Art. 1a para. 1 OASIA from the start, irrespective of whether he or she remains insured in the home country, and the employer with a Swiss establishment must deduct and remit contributions. Double contributions can result, a cost factor that groups from states without an agreement should include in their planning.
\nFor the outbound direction, Swiss law offers a partial remedy. Employees who work abroad for an employer based in Switzerland and are paid by it may remain insured in Switzerland, provided that the employer consents (Art. 1a para. 3 lit. a OASIA). This continuation of insurance avoids gaps in the Swiss contribution record, although it does not relieve the employee of any obligations under the law of the host state.
\n\nI advise foreign groups, executives and entrepreneurs on the social security aspects of secondments to and from Switzerland, including the choice of applicable legislation and the structuring of employment arrangements. I work alongside clients' home-country advisers so that the Swiss and foreign positions are aligned. Contact me to discuss a planned assignment.
\n\nSources: Federal Act on Old-Age and Survivors' Insurance (SR 831.10) and Ordinance (SR 831.101), as of 1 January 2026; information leaflets of the AHV/IV Information Centre (ahv-iv.ch), as of 1 January 2026, in particular leaflet 890.e on social security agreements; Agreement on the Free Movement of Persons between Switzerland and the EU, Annex II; EFTA Convention; Swiss Compensation Office (zas.admin.ch). Figures as of October 2026.
\n", "author": { "name": "Alexander Ressos" }, "tags": [ ], "date_published": "2026-10-09T22:12:31+02:00", "date_modified": "2026-10-09T22:12:31+02:00" }, { "id": "https://helveticaregister.com/swiss-ahv-old-age-pension-2026/", "url": "https://helveticaregister.com/swiss-ahv-old-age-pension-2026/", "title": "The AHV old-age pension in 2026: amounts, the 13th pension, early and deferred retirement", "summary": "The Swiss old-age pension from the first pillar is capped at a fairly modest amount, and how much a person…", "content_html": "The Swiss old-age pension from the first pillar is capped at a fairly modest amount, and how much a person actually receives depends above all on how many years they have contributed. For entrepreneurs and executives who came to Switzerland as adults, that usually means a reduced pension, which makes the rules on contribution gaps, early withdrawal and deferral worth understanding in good time. This article sets out the pension amounts for 2026, explains the 13th old-age pension, which will be paid for the first time in December 2026, and describes the options for drawing the pension before or after the reference age.
\n\nUnder the Federal Act on Old-Age and Survivors' Insurance (OASIA; German: AHVG), a full old-age pension in 2026 amounts to at least CHF 1,260 and at most CHF 2,520 per month, which corresponds to an annual minimum of CHF 15,120. These amounts are the same as in 2025. Because the Federal Council adjusts them periodically to wage and price developments, they should always be checked against the current year's figures. Where a full contribution record exists, the actual pension within this range depends on the average annual income on which contributions were paid, including the credits described below.
\nMarried couples are subject to a cap: the two individual pensions together may not exceed 150 % of the maximum pension, which is CHF 3,780 per month in 2026 (Art. 35 OASIA). The cap does not apply where the joint household has been dissolved by court order. Pensioners who are responsible for children receive a child pension of between CHF 504 and CHF 1,008 per month. Survivors' benefits follow their own rules: a widow's or widower's pension amounts to 80 % of the corresponding old-age pension, that is CHF 1,008 to CHF 2,016 (Art. 36 OASIA), and an orphan's pension to 40 %, that is CHF 504 to CHF 1,008 (Art. 37 OASIA). How the first pillar fits into the overall Swiss system is explained in our overview of the AHV.
\n\nFollowing the popular vote of 3 March 2024, everyone who is entitled to an old-age pension in December receives a 13th old-age pension (Art. 34ter OASIA). It amounts to one twelfth of the old-age pensions received in that calendar year, so that a person who only started drawing a pension during the year receives a correspondingly smaller amount. The first payment will be made in December 2026, together with the December pension. Survivors' pensions, disability pensions and child pensions do not give rise to a 13th payment.
\nThe long-term financing of the 13th pension is still open. On 19 June 2026 Parliament adopted an increase in value added tax, raising the standard rate from 8.1 % to 8.5 % and the accommodation rate from 3.8 % to 4.0 %, at the earliest from 2028 and without any increase in salary contributions. Because this requires a constitutional amendment, it is subject to a vote of the people and the cantons scheduled for 29 November 2026, whose result is pending at the time of writing.
\n\nA person is entitled to an old-age pension once they have at least one full contribution year (Art. 29 para. 1 OASIA). A full pension under scale 44, however, requires the complete number of contribution years of the person's cohort, which is typically 44 years (Art. 29ter OASIA), and each missing year reduces the pension by at least one forty-fourth. Since the contribution obligation begins at the earliest on 1 January after the 17th birthday for gainfully active persons, someone who moved to Switzerland at the age of 40 and retires at the reference age of 65 will usually have around 25 contribution years and therefore receive only a partial pension, unless periods abroad are taken into account under a social security agreement. For many internationally mobile families this is the single most important factor in the amount of their first-pillar pension, and it is a reason to plan private and occupational provision accordingly.
\nSome relief is offered by Art. 29bis paras. 3 and 4 OASIA. Contributions paid within five years after reaching the reference age may be used, once, to fill gaps in the contribution record or to raise the pension. This is relevant for persons who continue to work after 65 and who may waive the allowance for working pensioners on that occasion (Art. 6quater para. 5 of the Ordinance on Old-Age and Survivors' Insurance, OASIO; German: AHVV). Contribution gaps can also arise during periods without gainful activity in Switzerland, which is why the rules described in our article on the self-employed and non-employed deserve attention.
\n\nFor the years of marriage, the incomes of both spouses are added together and credited to each of them by half (Art. 29quinquies OASIA). In addition, the pension calculation includes child-raising credits (Art. 29sexies OASIA) and care credits for looking after relatives (Art. 29septies OASIA), each amounting to three times the minimum annual pension, that is CHF 45,360 per year in 2026. These credits raise the average income on which the pension is based, although they cannot make up for missing contribution years.
\n\nThe reference age is 65 for men and women (Art. 21 para. 1 OASIA), and the pension begins on the first day of the month following that birthday (Art. 21 para. 2 OASIA). The pension may be drawn early from the age of 63, while women born between 1961 and 1969, who belong to the transition generation of the AHV 21 reform, may draw it from 62 (Art. 40 para. 1 OASIA). It is possible to draw either the whole pension or a share of between 20 % and 80 %, which allows a gradual transition into retirement. During early withdrawal no child pensions are paid (Art. 40 para. 3 OASIA).
\nEarly withdrawal permanently reduces the pension by 6.8 % for one year and by 13.6 % for two years (Art. 40a OASIA, Art. 56bis OASIO). Persons with an average annual income of up to four times the minimum annual pension, currently CHF 60,480, benefit from reduction rates that are 40 % lower (Art. 40a para. 3 OASIA), and more favourable rates also apply to women of the transition generation (Art. 40c OASIA). Since early withdrawal does not end the obligation to pay contributions, a person who stops working before the reference age continues to pay contributions as a non-employed person until the end of the month in which they reach it.
\n\nConversely, the pension may be deferred for between one and five years, again either in full or for a share of between 20 % and 80 % (Art. 39 OASIA). The deferred pension is increased for life by a supplement that depends on the length of the deferral.
\n| Period of deferral | Lifelong supplement |
|---|---|
| 1 year | 5.2 % |
| 2 years | 10.8 % |
| 3 years | 17.1 % |
| 4 years | 24.0 % |
| 5 years | 31.5 % |
Whether deferral pays off depends on life expectancy, other income and tax considerations, and for married couples also on the 150 % cap, which may absorb part of the supplement. Women of the transition generation born between 1961 and 1969 who do not draw their pension early receive a lifelong pension supplement under Art. 34bis OASIA, which should be included in any comparison.
\n\nPensioners who need regular assistance with everyday activities may receive a helplessness allowance of CHF 252, CHF 630 or CHF 1,008 per month, depending on the degree of helplessness (Art. 43bis OASIA). This benefit, like supplementary benefits, is available only to persons resident in Switzerland and is not paid abroad. Persons who plan to spend their retirement elsewhere should read our article on leaving Switzerland, which explains when pensions are paid abroad and when contributions may be refunded.
\nPensions are not paid automatically. The application must be filed with the competent compensation office (Ausgleichskasse) in good time before the intended start of the pension, and the same applies to declarations on early withdrawal or deferral.
\n\nI advise clients from abroad and their families on the Swiss old-age pension, on the effect of contribution gaps and on the timing of retirement, working alongside their advisers in their home countries. Contact me for an assessment of your individual situation.
\n\nSources: Federal Act on Old-Age and Survivors' Insurance (SR 831.10) and Ordinance (SR 831.101), as of 1 January 2026; information leaflets of the AHV/IV Information Centre (ahv-iv.ch), as of 1 January 2026; Federal Social Insurance Office (bsv.admin.ch). Figures as of October 2026.
\n", "author": { "name": "Alexander Ressos" }, "tags": [ ], "date_published": "2026-10-09T22:11:31+02:00", "date_modified": "2026-10-09T22:11:31+02:00" } ] }