If an institution decides to liquidate itself, its licence becomes null and void because its only purpose is now liquidation. However, it remains subject to FINMA supervision until it is deleted from the Commercial Register.
Supervisory law requirements
Supervisory law requirements continue to apply in principle until the company is deleted, unless they are contrary to the purpose of liquidation. This means that, among other things,
- the institution’s organisation must be compatible with liquidation, and its ultimate management must guarantee that the liquidation is handled properly;
- capital outflows not accounted for by the liquidation must be authorised in advance by FINMA;
- the institution must continue to draw up and publish annual financial statements and must in principle comply with the reporting requirements under supervisory law;
- the institution will continue to be audited by a regulatory audit firm.
Protecting creditors is especially important when a company is liquidated. The institution must inform its creditors of the liquidation and invite them to register their claims as follows:
- For creditors shown in the bank’s books or otherwise known, by means of a special notification.
- Meanwhile, unknown creditors and those with an unknown place of residence should be notified of the liquidation of the institution through a public notice in the Swiss Official Gazette of Commerce and as stipulated in the articles of association.
Deletion from the Commercial Register
FINMA must approve the deletion of the bank or securities firm from the Commercial Register once the liquidation is completed. FINMA issues the necessary certificate as soon as the liquidation has been completed and the regulatory audit firm has provided the following confirmations, which are that
- creditors have been informed as required;
- creditors’ registered claims have been appropriately taken into account;
- the institution’s assets have been distributed in accordance with the relevant rules;
- the liquidation process is completed;
- the audit firm has no objections to the company’s deletion and thus the release of the relevant institution.
The audit firm must also provide FINMA with a final report detailing any events of note since its last regular report.
FINMA must be informed once the bank or securities firm has been deleted from the Commercial Register.