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;
- 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.
