There are situations in which the company needs to be terminated. The liquidation process is quite formalized. Its end is the deletion of the company from the register of entrepreneurs. However, certain formalities must be completed beforehand. In this article, we will discuss how to dissolve a company.
When can the opening of the liquidation of a company be announced?
In the case of a limited liability company, the process of liquidation of the company is regulated by the Commercial Companies Code. One of the following reasons must be present:
- resolution of the shareholders on the dissolution of the company,
- resolution of the shareholders on the transfer of the company abroad,
- situations listed in the articles of association,
- declaration of bankruptcy of the company,
- other reasons provided for by law.
The date of opening the liquidation is the date on which one of these reasons occurred. It is important to set this date correctly. Deadlines run from it, which must be met by the liquidator of the company.
Obligations related to the dissolution of the company
The liquidation of a limited liability company begins with the notification of the opening of the liquidation to the competent registry court. The time provided for this activity is 7 days from the date of opening the liquidation. This means that the liquidator must act quickly. From now on, the company name should include the note company in liquidation. It is obliged to use such a name in business transactions.
The names and addresses of the liquidators must be reported to the court. In addition, the manner in which the company is represented by the liquidators is also specified. The next step is the obligatory announcement in the Court and Economic Monitor. At the same time, it is a call for the company’s creditors to submit their claims. The time that creditors have to do so is 3 months from the date of this announcement.
The next step is to prepare an opening balance sheet of liquidation. This is a task for liquidators who submit this document to the shareholders’ meeting for approval. This is necessary to determine the company’s assets according to the sale value.
The role of liquidators is also:
- termination of the company’s current business,
- collection of receivables,
- fulfilling obligations,
- liquidation of the company’s assets.
At this stage, starting new business is only possible if it is necessary to complete cases that are still pending.
Division of the company’s assets among the shareholders
The company’s assets are primarily intended to satisfy creditors. If, after the company has been put into liquidation and the receivables have been secured or satisfied, there are still any assets left, it is possible to proceed to the division of the remaining part of the company’s assets. The company’s assets are divided among themselves by the company’s shareholders in proportion to the ratio of their shares. However, it should be remembered that such a division can be made at the earliest after 6 months from the date of announcement of the company’s liquidation.
After completing this process, the liquidators should announce the financial statements approved by the shareholders’ meeting at the company’s registered office. Then they submit them to the registry court together with a request to remove the company from the register of entrepreneurs. When the court approves the deletion of the company from the National Court Register, it means the definitive dissolution of the company.
