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Financial restructuring
Refinancing, debt rescheduling, capital measures and creditor negotiation to return a viable but distressed company to stability, before formal proceedings become necessary.
Explore financial restructuringRestructuring
& insolvency in Switzerland
In financial distress, the earlier you act the more options you keep, and the Swiss board's duties start sooner than most directors think. We advise on the Art. 725 CO obligations, run composition moratoria and financial restructurings that save viable businesses, and handle orderly liquidation, bankruptcy, debt collection and distressed sales when they are the right answer.
What we handle
Save it, sell it, or wind it down — whichever the numbers support.
Most matters start with a board duty or a creditor problem. Begin with the pressure you face.
Interactive · Switzerland
Liquidation or bankruptcy? Find the path the numbers allow.
Answer up to three questions about the balance sheet and the cash. You get the route Swiss law points to (an orderly wind-down, a rescue, or bankruptcy) with the steps and the timing. General guidance under the revised Code of Obligations and the Debt Enforcement and Bankruptcy Act; not legal advice.
Separately, if more than half of the share capital and legal reserves is no longer covered (a capital loss under Art. 725a CO), the board must convene the shareholders and propose measures, even while the company is still solvent.
Services in detail
Seven restructuring services — for companies in financial distress.
From the first board duty on distress to a composition, a clean wind-down, or recovery of what you are owed.
Director duty02
Over-indebtedness (Art. 725 CO)
The interim accounts, subordination, capital measures and, if required, court notification the board must handle when liabilities exceed assets, and the liability that follows inaction.
Explore this serviceBreathing space03
Composition moratorium
The court-supervised Nachlassstundung that shields a viable company from enforcement while it reorganises or agrees a composition with creditors.
Explore this serviceOrderly exit04
Company liquidation
Solvent wind-down by shareholder resolution (creditor call, final accounts, tax clearance, distribution and strike-off) so the entity closes without leaving liability behind.
Explore this serviceInsolvent05
Bankruptcy proceedings
Handling Konkurs when a company cannot be saved: the bankruptcy office, the realisation of assets, the ranking of creditors, and protecting directors from avoidable liability.
Explore this serviceRecover06
Debt collection (Betreibung)
The federal enforcement procedure (payment order, objection, continuation by seizure or bankruptcy) run for creditors, or defended and settled for debtors.
Explore this servicePreserve value07
Distressed M&A
Selling a distressed business or its viable assets before or during insolvency, preserving going-concern value, with director duties and timing handled so it holds up.
Explore this service
The decision
In distress, timing is the whole case.
Swiss insolvency law rewards directors who act early and punishes those who wait. The revised Art. 725 of the Code of Obligations sets three triggers (illiquidity, capital loss and over-indebtedness), and each comes with duties that start the moment the condition is foreseeable, not the day the company runs out of cash. Act in time and the full toolkit is open: refinancing, a composition, a moratorium, a sale. Wait, and the options close one by one until only bankruptcy and personal liability remain.
| Trigger | What it means | Board must |
|---|---|---|
| Illiquidity threat | Cannot meet debts as they fall due | Act to restore liquidity; monitor closely |
| Capital loss | Half of capital & reserves uncovered | Convene the meeting; propose measures |
| Over-indebtedness | Liabilities exceed assets | Interim accounts; notify the court unless cured |
The triggers are about the accounts, and they are unforgiving if ignored. The practical message for any director is the same: the moment distress is foreseeable, get the numbers checked and the duties mapped. We do that fast, and set out the realistic options (including a moratorium or an out-of-court restructuring) before the board is exposed.
Protecting the directors, not just the company
In Swiss insolvency, the company and its directors have separate exposures. Trading on while over-indebted, preferring one creditor, or filing late can attach personal liability to the board regardless of what happens to the company. We advise the directors on their own position alongside the corporate strategy, and document the decisions that show they acted properly, often together with the corporate administration and accounts the proceedings depend on.
Authoritative sources: the Debt Enforcement and Bankruptcy Act and the Code of Obligations are consolidated at fedlex.admin.ch.
Related
Where restructuring connects
The records
Tax & accounting
The interim accounts and tax position the Art. 725 duties and any proceedings are built on.
Tax & accountingThe entity
Corporate administration
Board governance and the documented decisions that protect directors through a distress process.
Corporate administrationWho you work with
The firm
A Swiss corporate and fiduciary practice with recognised restructuring and insolvency experience.
About the firm
FAQ
Restructuring & insolvency, answered.
01When must a Swiss board act on financial distress?
The duties bite early. Under the revised Art. 725 of the Code of Obligations, the board must act on the threat of insolvency (illiquidity), on a capital loss (when half the share capital and legal reserves are no longer covered), and on over-indebtedness (when liabilities exceed assets). Each triggers specific steps: from convening the meeting and proposing measures to, in the worst case, notifying the court. Acting late exposes directors to personal liability, so the moment distress is foreseeable is the moment to take advice.
02What is over-indebtedness under Art. 725b CO?
Over-indebtedness (Überschuldung) is when a company's liabilities are no longer covered by its assets, valued on both going-concern and liquidation bases. When there is reasonable concern, the board must prepare interim accounts and, if they confirm it, notify the court, unless creditors subordinate enough claims, or a realistic restructuring is in prospect. Continuing to trade an over-indebted company without acting is where director liability crystallises. We assess the position and structure the response.
03What is a composition moratorium?
A composition moratorium (Nachlassstundung) is a court-granted breathing space (typically a provisional then definitive period) during which a distressed but viable company is protected from enforcement while it negotiates a composition agreement with creditors or reorganises. It is Switzerland's principal reorganisation tool, supervised by a court-appointed administrator, and it can preserve a business that bankruptcy would destroy. We assess viability, file for the moratorium, and run the creditor process.
04How does a solvent company liquidation work?
A solvent Swiss company is wound up by shareholder resolution, entering liquidation, settling its creditors, observing the statutory waiting period for creditor claims, distributing any surplus, and being struck from the commercial register. It is orderly and predictable when the company can pay its debts. The work is in doing it cleanly (final accounts, tax clearance, the call to creditors) so the entity closes without leaving liability behind. We manage the whole process.
05What is the difference between restructuring and bankruptcy?
Restructuring tries to save a viable business: through refinancing, a composition with creditors, or a reorganisation under a moratorium. Bankruptcy (Konkurs) is the liquidation of a company that cannot be saved: assets are realised by the bankruptcy office and distributed to creditors in statutory order, and the company is dissolved. The earlier you act, the more restructuring options remain; by the time bankruptcy is unavoidable, most of them have closed. We advise honestly which path the numbers support.
06How does Swiss debt collection (Betreibung) work?
Swiss debt enforcement is a structured federal procedure: you initiate a Betreibung through the debt-collection office, the debtor is served a payment order, and if they do not object (or their objection is set aside) enforcement proceeds, by seizure for individuals, or by bankruptcy for registered companies. It is efficient and creditor-friendly when used correctly. We pursue collection for creditors and defend or settle for debtors, depending on which side of it you are on.
07Can a distressed company be sold instead of liquidated?
Often, yes, and a distressed sale can recover far more value than a liquidation. A distressed M&A transaction sells the business, or its viable assets, to a buyer before or during insolvency proceedings, preserving going-concern value and jobs. It needs careful handling of director duties, creditor interests and the timing against the insolvency rules. We structure and run the transaction so it stands up if the company later enters formal proceedings.
08What is a capital loss under Art. 725a CO, and what must the board do?
A capital loss arises when the last annual accounts show that half of the share capital and the legal reserves are no longer covered by assets. Under Article 725a of the Code of Obligations the board must take remedial measures and, where an audit applies, have the accounts reviewed; it is the early-warning stage before over-indebtedness. Acting here (a recapitalisation, cost action or restructuring) is what keeps the company out of the more serious Article 725b territory. We help the board document the position and the response so its duty is demonstrably met.
09Can directors be held personally liable in an insolvency?
Yes. Under Article 754 of the Code of Obligations, directors answer personally for damage caused by a breach of their duties, and delaying the notification of over-indebtedness, or letting the company trade while hopelessly insolvent, is a common ground of claim. Liability runs to the company, the shareholders and, in insolvency, the creditors. Acting in time on the Article 725a and 725b duties is the board's best protection. We advise the board on the steps, and the contemporaneous record, that reduce that exposure.
10Can creditors force my company into bankruptcy?
Yes. An unpaid creditor can start debt-enforcement proceedings (Betreibung) and, for most commercial debtors, ultimately petition the court to open bankruptcy if the debt stays unpaid through the statutory stages. A solvent dispute is better resolved before it reaches that point, and a company facing several creditors may be better served by a composition moratorium that holds enforcement off while a restructuring is arranged. We act on both sides (defending enforcement and arranging the moratorium) depending on where the company stands.
Facing distress, or a debt to recover?
Tell us the situation and the timeline. A partner replies with the realistic options (restructuring, moratorium, sale or orderly wind-down) and the director duties that apply right now.