Liquidation and removal of a company from the register

Under Article 21(3), point 12, of Ordinance No. 1 of 14.02.2007 on the keeping and preservation of, and access to, the Commercial Register and the Register of Non-Profit Legal Entities, the applicant (the liquidator) must prepare and submit the following with the application for removal: the balance sheet as at the date liquidation ended, the accompanying explanatory report and the liquidator’s annual report; the liquidator’s declaration concerning the circumstances under Article 273(1) of the Commerce Act; the minutes recording adoption of the balance sheet, the explanatory report and the annual report, discharge of the liquidator from liability and distribution of the company’s assets; and the certificate issued by the regional office of the National Social Security Institute confirming the handover of payroll records under Article 5(10) of the Social Security Code.

Liquidation brings the company’s legal relationships with third parties to a close, distributes its assets among its members and ends its existence as a legal person through removal from the register. In a compulsory liquidation, there is no obstacle to removal from the Commercial Register if the liquidator has fulfilled their duties, drawn up the final balance sheet and declared that no creditor claims remain unsatisfied and there are no assets to distribute to members as liquidation shares.

When determining which documents are needed, it is advisable to engage a commercial lawyer experienced in working with both registers. This article is not a legal opinion or legal advice about any particular person or situation. For assistance with a specific case, consult a lawyer practising commercial and company law if the case concerns a commercial company.