Company Liquidation in Serbia

Updated on Tuesday 15th November 2022

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The business environment in Serbia is attractive for many foreign investors who are interested in placing their investments in this country. If for any reason your company is not running as smooth as you expected, you can consider closing the firm for a determined period of time or for good. The cases of company liquidation in Serbia can be supervised by our team of lawyers in Serbia who can handle the legal aspects.

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 closed 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 advisor can help you throughout the entire process of company liquidation.

You can watch the video below and find out complete details about the company liquidation procedure in Serbia:

What are the steps for company liquidation in Serbia?

The decision of company liquidation in Serbia becomes effective after its registration in the Serbian Registry. A written notification is sent 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.

Foreigners who want to immigrate to Serbia must consider the formalities of obtaining a visa. The process ends with obtaining a residence and work permit, depending on the relocation plans for this country. With the help of our lawyers, you can have a simple and fast relocation process, because they can take care of all the legal aspects and the documents required by the authorities.

What are the responsibilities of a liquidator in Serbia?

The main assignments of a liquidator in Serbia are related to making sure that all the company’s claims are paid, all the contracts are concluded and the company’s assets are auctioned, 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. Our Serbian attorneys can assist you in all the necessary steps for liquidating a company.

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 closed and that is through liquidation, bankruptcy procedures or 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 in the Articles of Association;
• the decision of the general meeting of the company members;
• the decision of the company`s shareholders in Serbia in a general meeting.

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.

Details about the forced liquidation in Serbia

Enforceable liquidation of a company in Serbia commences if an order in this direction is issued by the Trade Register, for business license revocation matters. Also, if a partnership no longer aligns with the requirements of having at least two members, or in other words, one of the partners leaves the business, then a forced liquidation is started. It is good to know that if a business remains without a legal representative and no other replacements within 30 days, the firm can be liquidated. Entrepreneurs running companies in Serbia need to know about the responsibility of submitting the annual financial statements, otherwise, the business can be subject to termination.

The consequences of initiating a company liquidation process

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 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's 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.

For more information about company liquidation, you may contact our law firm in Serbia.