Deadlock or Desertion? How Swiss Companies Break Down

01Most company-law cases have no quarrel in them

We collected every published decision since 2010 from the Federal Supreme Court and the cantonal courts that publish commercial rulings, and kept those applying the company-law articles on meetings, information, special investigations, liability, organisation, dissolution and exit: 3,709 decisions. We then read who brought each case.

In 2,883 of them (78%) the case started with the register office or another authority, almost always because a company had lost its board, its auditor or its address. Creditors and bankruptcy administrations brought 186, and companies suing outsiders 126. Disputes inside the company circle, between shareholders, directors, managers and heirs, number 328, or 8.8%.

Who is in court over company law

3,709 published decisions since 2010 that apply the company-law articles on meetings, information, special investigations, liability, organisation, dissolution and exit, by who brought the case.

02Desertion, not deadlock

The Zurich Commercial Court publishes nearly every ruling on a broken organisation, 2,719 of them since 2011. We classified each by the defect it names. A company with no board or manager accounts for 37.4%, one without anyone authorised to represent it who lives in Switzerland for 37.4%, one without an auditor for 22.5%, and one without an address for 1.5%. A conflict between shareholders or directors, the deadlock that shareholder agreements are written to prevent, is the cause in 12 rulings: 0.4%.

The court dissolved the company in 98.3% of the rulings. It appointed a missing board member or an administrator in 32. The pattern is the same everywhere we looked: the company has been abandoned, often after its only director resigned or moved abroad, and no one answers the court.

What the defect was

2,719 organisational-defect rulings published by the Zurich Commercial Court, by the defect the ruling names.

03Up by half in 2022, and still rising

In the SOGC, 25,682 companies were dissolved under Art. 731b CO between 2016 and 25 September 2026: 53% GmbHs and 42% AGs. From 1,765 in 2016 the yearly count hovered around 2,000 until 2021, then jumped to 3,272 in 2022 (+52%). It has stayed above 2,600 every year since, reached 2,913 in 2025, and 2026 is on pace for about 3,100.

The jump followed the revised commercial-register law in force since 1 January 2021, which also made the liquidators of such companies report over-indebtedness to the court (Art. 731b para. 4 CO). Our data shows the timing, not the cause.

Companies dissolved by a judge for a broken organisation

Companies whose dissolution under Art. 731b CO was published in the SOGC, first notice per company, excluding branches of foreign companies. 2026 runs to 25 September.

04Appenzell Ausserrhoden, three times the national rate

Across Switzerland, judges dissolved 6.1 companies a year for every 1,000 active companies from 2022 to 2025. Appenzell Ausserrhoden stands apart at 20.0, followed by Zug (10.7), Basel-Stadt (10.3) and Ticino (8.3). Bern (2.1), Thurgau (2.8) and Uri (2.9) have the lowest rates.

Appenzell Ausserrhoden's figure fits our study of seat transfers: from 2020 to 2024 its capital Herisau received 9.6% of all Swiss moves in which a company changed name, purpose and officers on the same day, and 34.6% of those companies were wound up within three years. Zug and Basel-Stadt have the highest shares of companies run by people who live in another canton.

Judge-ordered dissolutions by canton

Companies dissolved under Art. 731b CO per 1,000 active companies per year, 2022–2025, by canton of the register.

05When insiders fight, they fight over information

Among the 328 disputes inside the company circle, the largest single group is still the broken organisation (69 cases), here brought by one shareholder against the others. Challenges to meeting resolutions (51) and directors' liability claims (49) follow.

The revealing group is information. Requests for a special investigation (36), for a court-ordered general meeting (35) and for information or inspection of the books (33) add up to 104 cases, a third of all insider disputes. A shareholder who cannot see the numbers goes to court to get them, and these proceedings often come before the real fight over value. Disputes filed under the heading of a shareholder agreement (2) or a buyout price (3) are rare. Deadlock itself seldom has its own label: it reaches court through the other doors, most often as an organisational defect, because a deadlocked company cannot elect a board or an auditor.

What insiders fight about

The 328 disputes inside the company circle, by the main question before the court.

06Siblings, AGs and minorities

84% of insider disputes involve an AG, although AGs make up 44% of active AGs and GmbHs. GmbHs, the majority of Swiss companies, account for only 13% of insider disputes.

A minority or equal shareholder brought 62.5% of the cases. Where the ruling shows whether the parties are related (146 cases), 40% are family disputes, and siblings are the largest group (33 cases), ahead of spouses (13) and parents against children (8). One in five disputes involves a company with exactly two owners, 17% concern equal 50/50 stakes, and one in ten arises from a death, an inheritance or a handover to the next generation. The median amount in dispute, where the ruling states it, is CHF 100,000.

Who the parties are

Share of the 328 internal disputes. Family: of the 146 cases where the ruling shows whether the parties are related. Company form: compared with the share of AGs among active AGs and GmbHs.

07A minority shareholder wins one case in three

Of 201 decided cases brought by a minority or equal shareholder, the claimant won outright in 31.8% and partly in 14.0%. The rest were lost or declared inadmissible. The Zurich Commercial Court, a specialist court with business judges, gave the minority the most: 41.4% won outright. At the Federal Supreme Court, the last instance, it was 31.0%, and at the other cantonal courts 14.6%.

The published record is small: the Federal Supreme Court decides between 4 and 13 insider company disputes a year, with no trend since 2010. Most shareholder disputes end in a settlement, an arbitration or a buyout that never reaches a published ruling.

How minority shareholders fare

Outcome of proceedings brought by minority (or equal) shareholders, by court. Decided cases only.

08When a judge breaks a deadlock, someone sells

A deadlocked company is legally broken, and Art. 731b CO lets the judge take "the necessary measures". Swiss courts have used that power to force a sale between the owners instead of liquidating a working business. In a leading case of 2012 (BGE 138 III 294) the Federal Supreme Court held that the organisational-defect procedure must not become an easy route to dissolution, and that the judge must weigh all the interests at stake. In 2016 it accepted a court-ordered auction of all the shares of a deadlocked company (4A_160/2016).

The Zurich Commercial Court went further. In 2018 it ordered one of two deadlocked shareholders of a healthy company with four employees to sell his 5,000 shares to the other for CHF 160,000, the price set through the proceedings (HE180111). In a case decided by the Federal Supreme Court in 2024, it found that "the actual organisational defect lies in the persistent deadlock among the shareholders" and ordered a buy-sell offer: one shareholder names a price for 50% of the shares, the other decides whether to buy or to sell at that price. The Federal Supreme Court dismissed the appeal (4A_50/2024).

That is a shoot-out clause, imposed by a judge on owners who never agreed one. Since 2023 the law also lets the judge order another fair solution instead of dissolution for good cause (Art. 736 para. 2 CO).

09What this means for buyers

For a buyer of Swiss SMEs, three things follow. First, a company dissolved under Art. 731b CO is almost always one its owner walked away from. Most are empty; a few still have customers, contracts or a name worth acquiring from the liquidator, and the weekly SOGC notices are the place to spot them.

Second, fights between shareholders are about information before they are about price. A minority shareholder asking for a special investigation or a court-ordered meeting is signalling that the relationship is broken, and a buyout of that stake, or of the whole company, is often the way out. The law now lets the judge order such a solution instead of dissolving the company.

Third, check the register history of any target for court-ordered changes of officers or signatures. Since 2016 the SOGC has published 123 such orders, 31 of them provisional measures, 29 in 2020 alone. They are rare, and each one marks a company where control was contested.

Download the data

Dissolutions per canton and year, the defect causes, dispute types, party profiles and outcomes, as CSV.

Methodology

Population

Court decisions: every decision published from 1 January 2010 to 25 September 2026 by the Federal Supreme Court (civil dockets) and the cantonal courts in the OpenCaseLaw.ch corpus (CC0) that cites at least one of the company-law articles on the general meeting, information and inspection, special investigation, challenge of resolutions, directors' duties and liability, organisational defects, dissolution and exit of partners (Art. 678, 685b–c, 697–697h, 698–699a, 705–707, 714–717, 726, 731b, 736–740, 754–759 and 802–827 CO): 3,709 decisions, of which 2,861 from the Zurich Commercial Court and 441 from the Federal Supreme Court. Register data: every SOGC notice from 2016 to 25 September 2026 announcing a dissolution by court order under Art. 731b CO, first notice per company, excluding branches of foreign companies (25,682 companies), and every notice of a court order or provisional measure on the officers or signatures of a company (123).

Measures

Each decision was read by a language model (DeepSeek V3, with GLM as fallback) with a fixed instruction set, recording who brought the case, whether the dispute is inside the company circle, the type of dispute, the company form, family relations, stakes, the cause of any organisational defect, the remedy, the amount and the outcome. A random sample of classifications was reviewed. It showed that deadlocks are usually filed as organisational-defect cases rather than under their own label, which the text accounts for by counting disputes with equal 50/50 stakes. Decisions cited by docket were read in full. Rates per 1,000 companies use active companies in the ValIndex register database by canton. Minority outcomes count won, partly won, lost and inadmissible; withdrawn or unclear cases are excluded.

Legal frame

Articles checked against the Fedlex consolidation of 1 January 2026: Art. 699 para. 3 and 5, 697d, 706a, 731b and 736 CO. The 10% thresholds for unlisted companies and the option of another solution under Art. 736 para. 2 are in force since 1 January 2023 (revised company law); Art. 731b para. 1bis and para. 4 since 1 November 2019 and 1 January 2021.

Sources

OpenCaseLaw.ch corpus of Swiss court decisions (CC0); Swiss Official Gazette of Commerce (SOGC/SHAB); Fedlex; ValIndex register database.

Limits

Published decisions are a fraction of all disputes: most end in settlement or arbitration, and courts differ in what they publish. The Zurich Commercial Court publishes nearly all its rulings, so Zurich is over-represented. Family relations and stakes are recorded only where the ruling mentions them. The 2026 figures run to 25 September. The classification may misread individual decisions; the aggregates were checked for consistency, not each case.