Why a GmbH with «no activity» is still a full legal entity
Many entrepreneurs and investors in Switzerland keep a GmbH (Sagl) with no revenue while waiting for a project, as a holding vehicle, or after ceasing operations. As long as the company is not deleted from the Commercial Register, it exists in law and remains subject to the Code of Obligations (CO) and ordinary corporate taxation.
In everyday language people often speak of «dormant» or «inactive» companies. Swiss law does not define these labels precisely: what matters is whether the company is registered, whether it pursues a purpose in the register, and whether governing bodies are still in office. The absence of invoicing does not exempt you from bookkeeping, the annual general meeting, tax returns and, in many cases, VAT and social-security obligations linked to remuneration of governing bodies.
This guide sets out minimum compliance obligations, a realistic estimate of fixed costs, and how to structure lean but auditable accounting when there are no commercial operations — in the typical operating context of an SME managed with Accountex.
Inactive, dormant, non-operating: what to understand
Before planning costs and compliance, align vocabulary with what authorities, banks and auditors expect:
Company without economic operations
It does not issue material invoices, has no operational employees, and does not perform ongoing commercial services. Financial movements may remain (interest, maintenance expenses, manager fees) and participations or real estate on the balance sheet.
«Dormant» company (practical usage)
Informal term for a GmbH kept legally alive but with no current business. It is not a special status under the CO: obligations remain those of an ordinary GmbH, reduced only where the law allows (e.g. audit waiver, closing the VAT account).
Note: a company that holds assets, grants loans to shareholders or participates in other entities is not «empty» from an accounting perspective — even without revenue it may generate taxable income (interest, capital gains, rent) and requires correct entries.
CO obligations that remain even without invoicing
As a legal entity, a GmbH must keep accounts and report under Arts. 957 et seq. CO, even without operating revenue. Even with zero volumes, the company must:
- •Bookkeeping and financial statements — record all transactions, inventory and annual financial statements compliant with Arts. 958–962 CO; retention of documents and accounting records (Art. 958f CO).
- •Annual ordinary general meeting of members — approval of the annual accounts (balance sheet and income statement), decision on appropriation of results, election or confirmation of governing bodies (Arts. 804 and 805 CO and articles of association).
- •Governing bodies in office — at least one manager with signatory power; the company must be representable by a manager or director domiciled in Switzerland (Art. 814 para. 3 CO).
- •Commercial Register updates — registered office, governing bodies, capital and any articles amendments must be registered; the company’s domicile address must remain valid.
- •Audit (if not waived) — with a valid waiver of limited audit (Art. 727a para. 2 CO: unanimous consent of members, no more than ten full-time equivalents on average over the year, no ordinary audit requirement), no audit is required; otherwise a licensed auditor is needed.
Capital, over-indebtedness and inactivity
Art. 820 CO refers to provisions on capital, capital loss and over-indebtedness applicable to AGs (Arts. 725 et seq. CO). An inactive GmbH that consumes liquidity only through fixed costs may approach these thresholds without visible «failure» in revenue: the balance sheet and financial position must be monitored even at zero revenue.
Minimum fixed costs: annual order of magnitude
Costs vary by canton, domiciliation provider and choice of audit or fiduciary. The table summarises typical items for a small GmbH with no employees and no commercial operations (2026, excl. income tax):
| Item | Indicative range (CHF/year) | Notes |
|---|---|---|
| Registered office / domicile | 600 – 2'500 | CR address, optional secretarial services and mail forwarding |
| Accounting and year-end closing | 1'200 – 3'500 | Lower with few transactions and structured software |
| Corporate tax return | 800 – 2'000 | Federal, cantonal and municipal; even with zero result |
| Audit (if mandatory) | 0 – 4'000+ | Zero if valid opting-out; otherwise auditor fee |
| VAT (if registered) | 0 – 1'000 | Periodic or semi-annual returns; possible account closure if no obligation |
| Manager / director fees | Variable | Often the largest item; may trigger OASI if treated as salary |
| Stamp duties / CR (canton) | 100 – 800 | Certified extracts, cantonal annual fees where applicable |
In many cases the «pure» cost of legal maintenance is roughly CHF 3'000 to CHF 8'000 per year, before fees to governing bodies and income tax. Comparing this amount with liquidation costs (notary, publications, fiduciary fees) helps decide whether to keep the GmbH on standby or proceed with dissolution.
Compliant minimum accounting without operations
Even with few movements, accounting must allow reconstruction of the financial position and result for the period in a way that is understandable for members, tax authorities and, where applicable, the auditor.
Lean chart of accounts. Maintain dedicated accounts for share capital, reserves, bank current account, maintenance expenses (domicile, accounting, legal fees), governing-body fees, interest income/expense and participations. Avoid leaving expenses on a suspense «miscellaneous» account without classification: it complicates closing and does not replace correct posting.
Documented annual cycle. Even without active invoices, record every transfer with supporting documents (bank statements, fiduciary mandates, general meeting resolutions). At closing: simplified inventory (cash, receivables/payables to members, fixed assets), income statement with financial income and administrative costs, balance sheet and proposed appropriation of results for the general meeting.
Receivables and payables to members. Shareholder loans and current accounts must be consistent with contracts or resolutions, with interest booked where provided (tax effects). A chronic debit balance of a member owed to the company without documentation may attract scrutiny on audit or tax review.
«Zero revenue» financial year
Typical: one bank account, few purchase invoices, no inventory. With Accountex you can automate bank import, categorise recurring expenses and generate closing financial statements with an audit trail of entries — useful if you later resume operations or sell the company.
Financial year with participations or real estate
Even without operating revenue, dividends, share of costs, depreciation and any revaluations/impairments appear. Here accounting is not «minimal» in terms of line items: investment traceability and compliance with applicable CO / Swiss GAAP FER rules are required.
Taxation: profit tax and VAT
An inactive GmbH remains liable for federal direct tax on corporate income and, as a rule, cantonal and municipal profit tax; in several cantons a capital tax may also apply. The absence of operating profit does not remove the filing obligation.
Profit tax. Taxable income may include interest, dividends from participations, gains on assets, rental income and other proceeds. Deductible losses and expenses (company maintenance, fees, depreciation) reduce the base. Negative results may be carried forward under cantonal rules. The return must be filed even with a result close to zero.
VAT. If the relevant turnover remains below the threshold for exemption from liability (Art. 10 para. 2 VAT Act: generally less than CHF 100'000 per year from supplies not excluded from tax, in Switzerland and abroad) or there are no taxable transactions, registration is often not required. If the company remains VAT-registered without operations, «nil» returns must still be filed in the prescribed periods, unless cancellation of the taxpayer account is requested from the FTA when legally possible.
Withholding tax and salaries. Manager remuneration qualifying as salary triggers OASI compliance and, where applicable, withholding tax for persons without a residence permit. A «nominal» fee not documented by a general meeting resolution can create inconsistencies between accounting, the corporate return and the manager’s personal return.
Keep the GmbH on standby or dissolve it?
The choice depends on asset reasons, timing of a new project, fixed costs and the risk of forgotten obligations (VAT, general meeting, eroded capital).
| Scenario | Keep inactive | Liquidation |
|---|---|---|
| Project within 12–24 months | Often sensible if costs are controlled and capital sufficient | Setting up a new GmbH has comparable setup costs |
| Holds participations or future contracts | Vehicle already on CR can simplify holding or M&A | Requires asset transfer before dissolution |
| Eroded capital / third-party debt | Risky: CO obligations on over-indebtedness | Orderly procedures or, in extreme cases, bankruptcy |
| No plan, costs > benefit | Accumulation of administrative risk | End of recurring obligations after CR deletion |
Dissolution requires liquidation financial statements, a general meeting resolution, any creditor procedure and deletion from the Commercial Register. Planning ahead avoids open tax or VAT arrears that block closure.
Annual checklist for an inactive GmbH
Use this operational list to stay compliant with minimal organisational effort:
- Verify that domicile, manager and signatures in the Commercial Register are up to date.
- Import and reconcile all bank movements; archive supporting documents for every expense.
- Record governing-body fees with a general meeting resolution and correct social-security treatment.
- Check share capital and reserves balance; assess Art. 820 CO if losses are material.
- Close the financial year with balance sheet, income statement and general meeting minutes of approval.
- File corporate tax return (fed./cant./municipal) within cantonal deadlines.
- Confirm VAT status (nil returns or application to cancel the account).
- Assess whether audit opting-out is still valid and documented for the year.
- Review the «keep vs liquidate» decision in light of next year’s fixed costs.
A well-administered dormant GmbH costs less than administrative chaos: orderly accounting, deadlines tracked in one workflow and documentation ready to reactivate operations or negotiate a sale of the company — typical goals of SMEs that centralise accounting on tools like Accountex.