The termination of a limited liability company is performed after
the termination of the liquidation company process. It is very important
to notice that the termination of the company does not mean striking
off the trade register. Termination and striking off are different
procedures. Termination means stop of all activities - no entering of
new contracts, no employment of new people, no activities of the
company. The already started can be finished. Striking off the company
means liquidation of the company after the termination and after that
striking off the trade register.
The company termination process starts under the legislation of the
Commercial Act. The termination is based on art. 154 of the Commercial
Act under which termination can be done:
- with expiration of the company term determined in the Statute;
- under decision of the stakeholders;
- by entering of the company in another company;
- under bankruptcy;
- by other determined in the Commercial Act cases;
When
the decision for termination of the company is taken a liquidator must
be appointed for the whole time of the termination process and after
that for the liquidation process. The liquidator must received a salary
and usually he is automatically appointed by the Trade Register. When
starting the procedure the company must have already paid the
outstanding amounts, penalties and liabilities to the government.
Written declaration must be filed at NRA for termination of the company
after which NRA will start full and entire check of the whole company.
All liabilities to suppliers must be paid and Written notification must
be send to the creditors who must confirm the company has no debts to
them. About six months to one year after these documents are filed and
if the inspection from NRA is over all information and documentation is
collect and filed at the Trade register together with other documents
as: final balance, proves all creditors are paid and others.
During the termination of the company, the same cannot work, but only
to collect payments from clients and pay debts to creditors. If there
were any employees in the company they can be terminated because of the
company liquidation as per art. 328 of the Labour code with a monthly
notice. All their documents as payrolls, declarations and other must be
filed and conceded at the Social Institute.
After the termination of the limited company the liquidation process
for striking off the company can starts. The term for termination of
the liquidation process is appointed by the stakeholders and if
necessary and be prolonged. The liquidation process is leaded by
liquidator entered with salary and specimen of signatures. The have the
same responsibility as the manager of the company. The liquidators make
the financial report of the company from the start of the procedure up
to the end of it. They make year-end report and a report for the
activity of the company.
When all creditors are paid and no further liquidation activities are
necessary the company can be strike off. Usually the whole procedure
takes up about two years but if everything is clear before the start of
the procedure with a good lawyer it can be done for one year.