Liquidation is the final state of the existence of a legal entity, during which the legal entity continues to exist, but is has suspended its business activities and it ceased making commercial transactions. After completing the liquidation procedure, the legal entity can finally terminate its existence and be deleted from the Commercial Register. A liquidator shall be appointed during trhe process of liquidataion and he shall represent the company and liquidate its assets. The liquidated assets shall be used towards covering the company's debts to its creditors (including the state), if any, and the rest shall be distributed between the shareholders.
In order to start the liquidation, first you need to notify the National Revenue Agency (NRA). The notification shall be made in writing and sent to the relevant regional NRA, that is, where the company is registered. NRA issues a notification certificate within two months. After receiving the certificate from NRA you can start the liquidation procedure. Once the liquidation has started you will have to publish an invitation to the creditors in the Commercial Register and wait at least 6 months for possible claims on their part. The company can finally terminate its existence and be deleted from the Commercial Register only after all creditors' claims are satisfied. After the expiration of trhed minimum term for laying clailms on the part of creditors, if such claims are satisfied, the company can finally terminate its existence and be deleted from the Commercial Register. In the case that the creditors' claims are not satisfied after the expiration of the minimum term, then the liquidation shall continue until every claim is satisfied.
Before you initiate a liquidation procedure you have to consider whether your company has any liabilities to the state or to private creditors. If the answer is no it usually takes about 7 months from the start of the liquidation procedure to the final deletion in the Commercial Register. During these 7 months the liquidators has several obligations:
- Publish an invitation to the creditors and satisfy their claims, if any;
- Notify the National Social Security Institute (NSSI) for the deletion of the company and hand over the pay-roll sheets in case the company had employees;
- Regardless of whether the company had employees, NSSI shall issue a certificate that the pay-roll sheets have been handed over, or, respectively, that the company had no employees;
- A final liquidation balance sheet shall be made.
The certificate issued by NSSI and the final balance are needed for the final deletion of the company in the Commercial Register. If the company has any liabilities, please contact us for further information.