Under balance
A sub- balance sheet is a balance sheet that shows a balance sheet loss . The net loss reduced the equity , so that the basic or registered capital and the required reserves no longer fully by the assets ( assets ) net of liabilities are covered.
The three types of sub-balance sheets according to the Swiss Code of Obligations (OR)
Under-balance without legal consequences
The assets cover the entire debt capital and at least half of the share capital and the statutory reserves.
Under balance (without over-indebtedness) with legal consequences (Art. 725 Paragraph 1 OR)
The assets cover the entire debt capital, but less than half of the share capital and the legal reserves, which is a qualified form of a deficit (so-called capital loss).
Under-balance with over-indebtedness and legal consequences (Art. 725 Paragraph 2 OR)
The assets no longer fully cover the outside capital. This means that there is over-indebtedness .
Legal consequences for the stock corporation (Art. 725 f. OR)
In the event of a loss of capital
If the last annual balance sheet shows that half of the share capital and the statutory reserves are no longer covered, the Board of Directors must immediately convene a general meeting and apply for restructuring measures.
With over-indebtedness
If there is a well-founded concern of over-indebtedness, an interim report must be drawn up and this must be submitted to a licensed auditor for review. If the interim balance sheet shows that the claims of the company's creditors are not covered either at going concern or sale value, the board of directors has to notify the judge and deposit the balance sheet, thus initiating bankruptcy proceedings. According to Art. 725a OR, the judge can postpone bankruptcy at the request of the board of directors or a creditor if there is a prospect of reorganization. In this case he takes measures to preserve the property.
Legal consequences for the GmbH (Art. 820 OR)
The OR refers to the provisions of company law (cf. Art. 725 f. OR). In the GmbH, the duty of the board of directors lies with the managing directors.
See also
literature
- Arthur Meier-Hayoz , Peter Forstmoser: Swiss company law . 10th edition, Bern 2007, ISBN 3-7272-0906-2
- Peter Böckli : Swiss company law . 4th edition, Zurich 2009, ISBN 978-3-7255-5846-9
Web links
Individual evidence
- ↑ Christian Armbrüster : Case collection on company law . 3. Edition. Springer, 2013, p. 162 .