Commentaries: Art. 164

The registration of a company in the Swiss commercial register may be deleted only if a report drawn up by a licensed audit expert confirms that the claims of the creditors have either been secured or satisfied in accordance with Article 46 of the Mergers Act of 3 October 2003¹, or that the creditors have agreed to the cancellation of the registration.²
If a foreign company acquires a Swiss company, or if it forms a new foreign company with a Swiss company, or if a Swiss company is demerged into foreign companies, the following additional requirements apply:
1. it needs to be proven that the merger or demerger has become legally valid pursuant to the law applicable to the foreign company; and
2. ³ a licensed audit expert needs to confirm that the foreign company has granted the members of the Swiss company the equity or membership rights to which they are entitled, or that the company has made or secured compensatory payments in their favour.

SR 221.301 ↩
Amended by Annex No 4 of the FA of 16 Dec. 2005 (LLC law and amendments to the Laws on Companies, Cooperatives, the Commercial Register and Commercial Names), in force since 1 Jan. 2008 (AS 2007 4791;BBl 2002 3148, 2004 3969). ↩
Amended by Annex No 4 of the FA of 16 Dec. 2005 (LLC law and amendments to the Laws on Companies, Cooperatives, the Commercial Register and Commercial Names), in force since 1 Jan. 2008 (AS 2007 4791;BBl 2002 3148, 2004 3969). ↩

Art. 164