Facts
Dilbo SA was incorporated on 17 January 1947 in St. Gall under the business name Allraum SA. On 31 July 1958, it adopted its current name and transferred its registered office to Fribourg. More than a year later, on 26 February 1964, it requested its registration in the commercial register of Sarine, indicating the office of Mr. Stephan Poffet in Fribourg as its address.
Subsequently, Mr. Poffet informed the commercial register officer that he no longer accepted the company to be domiciled at his office. The officer then repeatedly summoned the sole administrator, Henri Bollin, to provide him with the company's new address, but to no avail. The Commercial Register Chamber of the Cantonal Court of Fribourg then ordered the deregistration of Dilbo SA, considering that the fact that Bollin had not been able to indicate the new address for nearly three years suggested that the company had ceased its activities.
Considerations
The Federal Tribunal upheld the appeal of Dilbo SA against this decision. It considered that the deregistration of a public limited company can only take place if it is legally dissolved or completely liquidated and definitively abandoned by its stakeholders. However, in this case, neither the officer nor the supervisory authority had invited Bollin to request the deregistration of the company.
The Federal Tribunal nevertheless noted that Bollin's inability to provide a new domicile for Dilbo SA and other circumstances revealed by the investigation, such as the issuance of certificates of loss of assets against the company, suggested that it was completely liquidated…