Closure of account for a dissolved company – A practical solution
After his company was put into liquidation, the managing partner and liquidator of a limited liability company (‘GmbH’) asked the bank to close its account and transfer the balance to his personal account before it was deleted from the commercial register. The bank did not carry out the liquidator’s instructions without giving a reason for this. After the company was struck off, he renewed his instructions. The bank made their execution conditional on the company being re-registered with the commercial register. Following intervention by the ombudsman, the bank agreed to transfer the balance from the company’s account to its client’s private account without requiring that the company be re-registered.
The managing director and liquidator of a limited liability company (GmbH) that was being wound up had asked his bank to close its account definitively and transfer the balance – approximately CHF 70,000 – to his personal account. The client had made this request by letter while the company was still being wound up but before it was deleted from the commercial register.
Despite clear instructions from his client, the bank had failed to act on his request and provided no information. After the company was struck off, the client renewed his request by letter but the bank refused to carry out his instructions. It required that the company be re-registered with the commercial register before it would transfer the balance. According to the client, re-registering the company with the commercial register was a disproportionate and unnecessary requirement. On the one hand it had generated costs which he estimated at approximately CHF 10,000 and on the other hand he had always been the sole owner of shares and had held a power to sign individually for the company.
The client then turned to the Swiss Banking Ombudsman. He examined the facts and recognised that both parties had valid arguments. On the one hand, the bank had a formally comprehensible position but on the other, the client raised valid practical and economic concerns. The Swiss Banking Ombudsman noted that as managing partner and liquidator, the client had sole signing authority for the company during its existence and no other person was authorised to sign on behalf of the company. He also noted that the client had submitted his first request for closure after winding-up proceedings were opened but before the company was struck off from the commercial register, which should have allowed the bank to act without delay.
The Swiss Banking Ombudsman considered that a practical solution could be found without having to go through the costly process of re-registering the company. He asked the bank to reconsider its decision and provide detailed explanations if it persisted with its refusal. Following intervention by the Swiss Banking Ombudsman, the bank agreed to reconsider its decision. Finally it agreed to transfer the balance from the company’s account to its client’s private account without requiring that the company be re-registered. This approach avoided unnecessary costs and resolved the dispute fairly.