Swiss companies rarely die of deadlock, they are abandoned, and when owners do deadlock, judges can force one to sell

Neuchâtel, 27 September 2026 – The 50/50 deadlock is the nightmare of every two-founder company, but it is not how Swiss companies usually break. Of 2,719 rulings on a broken company organisation published by the Zurich Commercial Court, 12 trace back to a conflict between shareholders or directors. The rest concern companies with no board, no one living in Switzerland to sign for them, or no auditor. Judges dissolved 25,682 such companies between 2016 and 25 September 2026, and the yearly number rose by half in 2022 and has not come down. That is the finding of the first analysis combining every published Swiss decision on company-law disputes since 2010 with every dissolution under Art. 731b CO in the SOGC.

• Judge-ordered dissolutions for a broken organisation: 2,153 in 2021, 3,272 in 2022, 2,913 in 2025; 2026 is on pace for about 3,100. Appenzell Ausserrhoden has the highest rate, 20.0 per 1,000 companies a year (2022–2025), against 6.1 nationally.
• Disputes between insiders are 8.8% of company-law decisions (328 of 3,709). 84% involve an AG, although AGs are 44% of active AGs and GmbHs; where the ruling shows it, 40% are family disputes, most often between siblings.
• A third of insider disputes are about information: special investigations, court-ordered general meetings and access to the books. Minority shareholders win outright in 31.8% of decided cases, and in 41.4% at the Zurich Commercial Court.
• When owners deadlock, courts have forced a sale: the Zurich Commercial Court ordered one of two shareholders to sell his shares to the other (HE180111, 2018), and ordered a buy-sell offer between two 50% owners, a decision the Federal Supreme Court upheld (4A_50/2024).

«Everyone drafts shareholder agreements against the 50/50 deadlock, but the register shows that Swiss companies are far more often simply abandoned. When owners do lock up, the courts have shown they will make one of them sell rather than destroy a working business. For a buyer, that means a broken shareholder relationship is not a dead end. It can be the way into a company.»

Background

Court decisions are anonymised by the courts, and the study names no party. Published decisions are a fraction of all disputes: most end in settlement or arbitration, and the Zurich Commercial Court publishes nearly all of its rulings, so Zurich is over-represented. Decisions were classified from their text by a language model; the decisions cited by docket number were read in full. Articles checked against Fedlex: Art. 699, 697d, 706a, 731b and 736 CO. Source of the decisions: OpenCaseLaw.ch (CC0).