Dissolution and liquidation of a company without a registered manager

Article 155 of the Commerce Act provides for three situations in which a limited liability company may be dissolved. Under point 3, on an action by the public prosecutor, the regional court at the company’s registered office may dissolve it if it has had no registered manager for three months.

Article 155, point 3, applies where no new manager has been appointed for more than three months after the death of the individual registered as manager, or where the same period has elapsed since removal of the previous manager from the register without registration of a successor.

In those circumstances the claim is well founded and the competent regional court should grant it. The judgment takes constitutive effect when it becomes final: the company is then deemed dissolved. Article 156 sets out the consequence of dissolution: liquidation proceedings are opened. These are non-contentious proceedings. The dissolution that has already taken effect is recorded and an entry is ordered in the company’s file in the Commercial Register and Register of Non-Profit Legal Entities maintained by the Registry Agency. Since the registration authority is competent to make the entry, a copy of the dissolution judgment must be sent to it by the court of its own motion. At the same time as it terminates the company’s activity, the court should open liquidation proceedings under Article 156(1); the Registry Agency appoints the liquidator.

This article is not a legal opinion or legal advice about a particular situation or person. For assistance with a particular case, consult a lawyer practising in commercial law.