Wenzel Group of Lawyers
Eng  |  Ðóñ  |  Cz  |  De  |  It
Home Order FAQ Site Map Contact us
Legal Services
Company Registration
Company Reorganization
Intellectual Property Protection
Bank Account
Virtual Office
Business Accounting
Nominee Services
Real Estate

Company Liquidation

HomeCompany Liquidation
Company Liquidation is the discontinuation of the legal entity’s operations without succession, i.e. without transfer of its rights and obligations to the other persons. Liquidation may be voluntary (the liquidation procedure is initiated according to the resolution of the owners and the company is excluded from all registers) and forced (the company is undergone the bankruptcy procedure because of the claim of the creditor).

The process of the company liquidation may be summarized as follows:

  1. Approval of resolution on the company liquidation.
  2. Appointment of the liquidation committee by the founders or authority resolved to initiate liquidation procedure.
  3. Publication of the notice on the legal entity liquidation by the liquidation committee.
  4. Revealing of accounts receivable and payable by the liquidation committee.
  5. Composition of the interim balance sheet.
  6. Settlement of the creditors’ claims.
  7. Composition of the final liquidation balance sheet that is the basis for exclusion of the legal entity from the state register of the legal entities.

There are alternative methods of liquidation:

Company liquidation by means of its sale
Company liquidation by means of its sale implies the registration of the company in the name of new founders with the substitution of the General Director and Chief Accountant. The fact is that the rights and obligation of the founders of the company under liquidation are transferred to the new founders, new General Director and Chief Accountant are appointed.
Company liquidation by means of its merger with another company
Company is liquidated by means of its merger with another company. All rights and obligations of the company under liquidation are transferred to the newly established legal entity. The merger is considered completed from the moment of the relevant registration in the state register of the legal entity. Accordingly, upon the completion of the merger procedure the director of the company under liquidation shall be automatically dismissed and transfer the documentation of the liquidated company to the director of the assignee company under the acceptance certificate.
Company liquidation by means of its reorganization
Company liquidation by means of its affiliation to another company can be called “liquidation” only nominally as in substance it is a reorganization of the company. During the affiliation all rights and obligations of the company under liquidation are transferred to the entity to which the company under liquidation is affiliated. The affiliation is considered completed from the moment of the relevant registration in the state register of the legal entity. Accordingly, upon the completion of the affiliation the director of the company under liquidation shall be automatically dismissed and transfer the documentation of the liquidated company to the director of the assignee company under the acceptance certificate.

Company liquidation is a very expensive and long procedure requiring thorough examination of all circumstances and conditions of such complex procedure. In each specific case it is necessary to evaluate the risks for the founders and management of the company and to select the optimum alternative.

©1992 - 2007 Wenzel Group of Lawyers E-mail: register@wenzelgroup.com