The procedure of calculating and dividing the assets of a company in which the reasons for termination have appeared is called liquidation, and it is carried out if the members do not agree on a different method of calculation and division or if the company is not declared bankrupt.
It is carried out by all members of the company as liquidators, if the decision of the members or the memorandum does not stipulate that it should be carried out by individual members of the company or other persons.
Liquidators must complete the current operations, collect the company’s claims, monetize the remaining assets, settle the creditors, and in order to complete the ongoing businesses they can also make new deals. They must draw up financial reports at the beginning and at the end of the liquidation.
If the company’s assets are insufficient to cover the company’s obligations and the payment of the shares in the company’s capital, the members of the company must make up the shortfall in the proportion in which they are obliged to cover the company’s loss. Also, if a dispute arises between the members of the company over the division of the company’s assets, liquidators will postpone the division until the dispute is over.
Expedited procedure
The company can be terminated by expedited procedure without liquidation if all company members unanimously decide on such termination, where in most cases it is enough for the members of the company to go to the notary once. One of the differences between this procedure and the liquidation procedure is that with the expedited procedure it is not necessary to send appeals to the company’s creditors.
Also, we emphasize that the expedited procedure cannot be carried out if it was necessary to obtain a permit from the ministry or some other competent authority to carry out the company’s activities.
All members of the company must declare that the company has no outstanding obligations towards the employees and former employees of the company or any other outstanding obligations arising from the employment relationship between the employees and former employees, that the company has no disputed or undisputed, past due or undue obligations towards other creditors, and that each member is obligated to settle, jointly with all other members of the company, any remaining obligations of the company, if it subsequently turns out that such obligations exist. In addition to the aforementioned documentation, the company’s bookkeeping is obliged to prepare financial reports and other calculations.
In order to terminate the company, it is necessary to act in accordance with the legal provisions and properly carry out the liquidation procedure or expedited procedure without liquidation, therefore, if you intend to make a decision on termination, we recommend that you contact a legal expert for more detailed advice.