Liquidation of a limited liability company requires a number of actions to be taken. Below we describe the steps you need to take.
The first step that needs to be taken is for the partners to adopt an appropriate resolution. The resolution should contain three elements: the decision to dissolve the company, to put the company into liquidation and who will act as liquidators. The resolution should be recorded by a notary.
Within 7 days from the date of opening the liquidation, this fact should be reported to the court where the company was registered, providing the liquidators’ personal data (names, surnames and addresses) as well as the manner and any changes in their representation of the company.
Together with the application to the National Court Register, liquidators should submit an application for publication of the announcement of the dissolution of the company and the opening of liquidation in the Court and Economic Monitor.
The announcement should include a request for the company’s creditors to submit their claims within 3 months from the date of the announcement.
Then, the liquidators are obliged to prepare the opening balance of the liquidation and submit it to the shareholders’ meeting for approval. The approved report must be submitted electronically to the National Court Register.
During the liquidation of the company, the liquidators perform liquidation activities, i.e. they complete all matters relating to the company (collect receivables, fulfill obligations, finalize current affairs and liquidate assets). At this time, the company operates with its current name, but with the note “in liquidation”.
The liquidation of the company continues until all liquidation activities have been completed. If these activities have already been performed, and at least six months have passed since the announcement of the liquidation of the company and the summons to the creditors, the liquidators may divide the remaining assets of the company among the partners (the assets should be divided in relation to the shares held).
Before this happens, the liquidators prepare a liquidation report, i.e. a financial report on the day before the division of assets and on the liquidation activities carried out. The liquidation report must be approved by the shareholders’ meeting and then submitted to the National Court Register.
Approval of the liquidation report by the shareholders completes the company’s liquidation process. After the report is approved, the partners should appoint a person who will be responsible for storing the company’s books and documents.
Ultimately, you must submit an application to the National Court Register to remove the company from the register of entrepreneurs. Upon deletion of the company from the register of entrepreneurs of the National Court Register, the company is dissolved.
