Termination of the company

The dissolution of a partnership need not always be preceded by liquidation of the partnership

Law firms provide legal and tax assistance during the process the winding-up of companies or their dissolution without carrying out liquidation. They draw up the necessary documents, assist in the liquidation operations and carry out the registration formalities. Their staff always ensure that the process aimed at terminating the legal existence of the company runs smoothly and in accordance with the law.

The purpose of the liquidation proceedings is to wind up all the current affairs of the company, to meet its obligations and to collect its debts, as well as to cash in its fixed assets and equipment and to distribute any surplus obtained to the company's shareholders.

In the case of companies limited by shares and partnerships limited by shares decommissioning is a necessary element, whereas in the case of general partnershippartnership i limited partnership need not always precede their dissolution. This is due to the nature of these companies, in which the management of the affairs is entrusted to partners who are liable for the company's obligations without limitation.

The conduct of winding-up proceedings, although not a requirement, may take place, among other things, if the shareholders so decide.

The dissolution of these three partnerships is carried out under the same rules provided for a general partnership in the Commercial Companies Code.

The need or desire to dissolve them may arise from reasons provided for in the articles of association, a unanimous resolution of the shareholders, the bankruptcy of the company, a court ruling, and may also be caused by the termination of the articles of association by the shareholder or his creditor, the death of the shareholder or his bankruptcy.

Termination of limited liability company must precede liquidation proceedings

In view of the fact that the premise of the limited liability companies is the desire to cooperate with a common goal, which is most often profit, in the vast majority of cases the main reason for the decision to dissolve the limited liability company is the cessation of the will to do so. The shareholders of a limited liability company, willing or obliged to wind up the company's activitiesThe company must be wound up. This is mandatory for this form of business.

In such a case, the liquidation procedure is initiated by the adoption by the shareholders of a resolution to dissolve the company and commence its liquidation, which must be in the form of a notarial deed. From that point onwards, the company may no longer be represented by a management body, but by a liquidator or liquidators appointed for that purpose, who usually become members of the management board.

The liquidation procedure sometimes takes several weeks and sometimes many months.

Its duration depends on the extent of the matters that need to be completed during these proceedings and the time required to deal with them.

Liquidation consists of a number of legal and accounting processes that are intended to end the company's current business, liquidate its assets (i.e. monetise them and possibly distribute them to shareholders) and satisfy or secure its creditors. Only after the liquidation process is completed is an application for the deletion of the company filed with the National Court Register.

The cessation of the will to cooperate between the partners is not the only reason for the dissolution of a limited liability company. It may also occur when:

  • reasons set out in the articles of association will occur,
  • the shareholders decide to move the company's registered office abroad,
  • bankruptcy proceedings ended with the company being declared bankrupt,
  • other reasons provided for by law occur, which primarily include transformation processes such as merger with another company by way of takeover or merger or demerger,
  • the registration court, acting ex officio or at the request of a person having a legal interest, shall issue a decision on the dissolution of the company if its articles of association have not been concluded, its subject matter is contrary to the law, the articles of association or the company's articles of association do not contain the mandatory provisions required by law, or if the persons entering into the articles of association or signing the articles of association lacked legal capacity.

Lawyers know the procedures for winding up companies

If you need advice on conducting winding-up proceedings or dissolution of a selected partnership without liquidating it, or you are looking for specialists to carry out these processes efficiently on your behalf, assistance lawyer or legal adviser will be indispensable. It will ensure that the process runs smoothly, in a way that does not raise formal objections.

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