Dissolution or liquidation of a company

The dissolution of a company is a change in the legal situation that is characterized by its entry into liquidation. In this sense, the legal personality of the company shall be retained until the closure of the liquidation.

 

The first phase of the company's dissolution consists in the marking of the public deed in a Notary's Office, which is only necessary in cases where there are real estate assets. In other situations, the deed is waivered and it is only mandatory to submit the minutes of the resolution of dissolution by the General Meeting of Shareholders, which prove the approval by a qualified majority of the share capital and in which the company's representatives are appointed.

 

The company goes into liquidation as soon as the deed of dissolution has been executed.

 

In the following 15 days, the entrepreneurs must proceed with the changes in the Finance services and, in the following ten days, the partners must communicate these changes to the Social Security.

 

Subsequently, the entrepreneurs still have a period of two months to make the Commercial Registry of the Dissolution, with a liquidation period of two years extendable by one more, upon decision of the partners.

 

At the end of the proceedings, minutes should be drawn up of the closure of the liquidation and approval of the accounts. The sharing of immovable property requires a public deed and the respective registry must be requested from the respective Land Registry Office.

 

At this time, it is necessary to proceed with the Commercial Registry of the Closing of the Liquidation, for which the entrepreneurs need a minutes of approval of accounts. Afterwards, the partners must declare the cessation of activities to the Finance and Social Security services.