Dissolution of Company
Shareholders can decide to liquidate the company:
- in cases expressly provided for by the founding documents;
- in case the company was established for a certain period and this period has ended;
- if the purpose for which the company was founded is achieved;
- in case of bankruptcy;
- at the initiative of the shareholders through the adoption of a special resolution.
Registration of company liquidation
Seven days before the meeting, it is necessary to publish in the local newspaper information about the holding of the forum on the issue of liquidation.
Notify all shareholders by mail 14 days before the meeting.
A shareholder meeting must be held to pass a special resolution of three-quarters (3/4) of the shareholders' votes, and a decision may be made to dissolve the company.
The meeting minutes of the shareholders' meeting with the decision to liquidate the company must be registered with the Business Development Department within 14 days from the meeting date.
After the first meeting on the dissolution of the company is held, a second meeting of shareholders must be held to confirm such a decision and appoint a liquidator and the amount of payment for his activities.
At the first stage of liquidation, a liquidator will be appointed. Unless otherwise stated in the Articles of Association of the company, the liquidator is the company's director. If there is more than one liquidator, all liquidators will collaborate. However, this may be stated differently in the decision of the general meeting or the court.
However, when the first step is registered, the company is still in existence for liquidation. The liquidator must collect all the company assets, sell the assets, request the outstanding number of shares from shareholders, settle obligations to the company's creditors, reimburse the reserve and expenses of the director who paid in advance for the company, etc.
Liquidator duties also include:
- publish twice in the local newspaper announcing the closure of the company and the right of creditors to apply for cash;
- mail the same message to creditors he knows;
- organize the preparation of the balance sheet as of the current moment.
If the assets are insufficient to repay the debt, the liquidator must apply to the court to declare the company bankrupt.
The remaining assets will be returned on average to each shareholder as capital and profits.
If the liquidator cannot complete the liquidation, the liquidator must submit a report to the office every three months. However, if the liquidation cannot be terminated within one year, the liquidator must hold a meeting of shareholders every year to report the progress of the liquidation process.
Notification of the closing of the company of the Social Insurance Fund (if the company was registered in it), as well as the Tax Service, submission of the final balance sheet.
Register liquidation completion
After the completion of the liquidation, the liquidator holds a meeting of shareholders to approve the result of the liquidation. After the decision is made, the liquidator must proceed to the second stage of registering the completion of the liquidation within 14 days.
Company liquidation registration is registered by the Business Development Department (DBD). All constituent documents and balance sheets of the company are also transferred there.
After registration in the DBD of the second step, the company's liquidation process can be considered complete.