Facts
The Commercial Register Officer of Geneva had ordered the ex officio dissolution of company [Q. SA] after finding that it no longer had an address at its registered office. The company subsequently requested the revocation of this dissolution, which the Officer refused. The Cantonal Supervisory Authority upheld the company's appeal and ordered the Officer to follow up on the request for revocation. The Federal Office of Justice then appealed this decision to the Federal Tribunal.Considerations
The Federal Tribunal upheld the appeal of the Federal Office of Justice. It considered that when a company no longer has a legal domicile at its registered office, the Commercial Register Officer may pronounce its ex officio dissolution in accordance with Art. 88a of the Commercial Register Ordinance (CRO). In this case, the company has a period of three months, from the publication of the dissolution, to restore a legally compliant situation and inform the Officer, in order to obtain the revocation of the dissolution (Art. 86 para. 3 CRO).
In the present case, company [Q. SA] proceeded belatedly, i.e. after the expiration of the three-month period, to request the revocation of its dissolution. The Federal Tribunal ruled that after this deadline, the company could no longer obtain the revocation of the ex…