How can a company be liquidated in Serbia?
A Serbian company can begin the process of company liquidation
only if it has enough assets to cover the future claims of creditors and if the regulations of the Law on Business Companies are followed. There are many reasons a company is liquidated in Serbia,
such as not performing any activities for more than two years, the expiration of the availability term stated in the company’s internal regulations, the lack of general partners in a partnership for a period of time exceeding six months, the breaking of the laws. Our lawyers in Serbia
can help you throughout the entire process of company liquidation.
What are the steps for company liquidation in Serbia?
The decision becomes effective after its registration in the Serbian Registry. A written notification is send to all the claimants along with instructions on depositing the claims.
After registration of the liquidation, all the commercial activities must be stopped unless they are directly connected to the liquidation. An individual is appointed by the company members to supervise all the actions related to the liquidation and he/she will perform all the activities related to this process. His/her name must be registered along with the decision of company liquidation.
His/her main assignments are related to taking care that all the company’s claims are paid, all the contracts are concluded and then to auction the company’s assets in order to cover all the liabilities. An initial balance sheet must be elaborated by the liquidator no longer than three months since the decision was taken. This balance sheet provides information related to the company’s assets, the way of distributing these assets and other measures which must be taken in order to finish the process of company liquidation
. This document must receive all the shareholders’ approval before is made public and its provisions are followed. It is highly advisable to turn to the professional help of a law firm in Serbia
if you find yourself in the need of liquidating a company.
In the beginning, all the claims are covered in full and after that a new balance sheet with the liquidation conclusion is elaborated and presented in front of the shareholders.
After covering the claims and presenting the last balance sheet, the remaining assets must be distributed among the entitled shareholders according to the regulations stated in the Serbian company’s Articles of Association.
After that, the liquidator must prepare a financial report related to the date of the liquidation completion and a report on the conduct of Serbian company liquidation which must be approved by the general meeting of the shareholders.
After registering the end of the process of company liquidation in the Registry, the company must also notify the tax authorities. After this last step, the company stops its economic activities and cannot perform any commercial activities.
Voluntary liquidation of a Serbian company
According to the Law on Business Companies, any company can be dissolved by deletion from the register of the economic operators. There are three cases when a company can be dissolved:
• liquidation or forced liquidation;
• bankruptcy procedures;
• the change of the company`s status.
Voluntary liquidation of a Serbian company is a decision taken by the owner of the company and is opposed to forced liquidation. The voluntary liquidation can be initiated by:
• The unanimous decision of all the company`s partners, the general partners as mentioned within the Articles of Association;
• The decision of the general meeting of the company members;
• The decision of the company`s shareholders.
The voluntary liquidation of a company starts when a decision to liquidate it has been registered with the Serbian Business Registers Agency.
How long does it take to liquidate a company in Serbia?
The duration of the process of company liquidation of a Serbian company may vary depending on various facts, but the liquidator must know that the books and documents of the company must be archived for a period of several years and may be consulted after a special request. In certain cases the process of company liquidation can be reinitiated if new assets of the company are discovered.
The consequences of initiating company liquidation
When the procedures of liquidating a company in Serbia have started, there are several legal consequences to attend. These include the following:
• It does not prejudice the imposition or enforcement of orders on a company liquidation or the conduct of any pending procedures against or in favor of the company;
• It does not impede with the bankruptcy initiation if the creditors of the company decide on the use of this legal measure to recover their assets;
• The profits and dividends registered by the company are not paid and distributed to its members;
• The company business name is changed and "in liquidation" is added to it;
• A liquidator may carry out several activities, such as: finalizing transactions on behalf of the company, conducting the liquidation, selling the assets and collecting the receivables.