General instructions / deletion:
Deletion from the Register of Business Entities can be done on four grounds:
• after the liquidation or compulsory liquidation procedure has been carried out,
• after the conclusion of the bankruptcy proceedings,
• due to the decision or cessation of existence of the founder of the representative office/branch of a foreign company,
• due to a status change that results in the deletion of one of the participants from the Register.
If the company is deleted after liquidation, bankruptcy or status change, it is obliged to submit extraordinary financial reports to the Register of Financial Reports and Creditworthiness. Branches of a foreign legal entity are also obliged to submit extraordinary financial reports in case of deletion.
Liquidation
Registration application for initiation of liquidation procedure
• registration application for initiation of the liquidation procedure and publication of advertisements ( Mandatory data + appendix 21 ),
• the decision to initiate the liquidation procedure,
• proof of payment of the fee for registration of data change ( amount of fees ).
Liquidation is carried out when the company has enough funds to settle all its obligations (method of termination of a solvent company).
It is initiated by a decision of a partner, general partner, assembly of members of a limited liability company or assembly of shareholders.
The liquidation of the company begins on the day of registration of the decision on liquidation and the publication of an announcement on the initiation of liquidation.
The advertisement is published for a period of 90 days on the website of the Register of Business Entities, and creditors can report their claims no later than 30 days after the expiration of the advertisement period, from which it follows that the application for the deletion of the company after the end of the liquidation procedure can be submitted at the earliest 120 days from the date of publication of the advertisement (i.e. the date of the Registrar’s decision on the registration of the initiation of the liquidation procedure), with an important note that the application for deletion cannot be submitted if the initial liquidation report from Article 536 has not previously been registered. of the Act (see registration application of the initial liquidation report or the annual liquidation report).
In addition to the announcement of the initiation of liquidation, which aims to inform unknown creditors about this procedure, the liquidator is obliged to send known creditors a written notice of the initiation of liquidation, no later than 15 days from the date of initiation of liquidation.
The liquidation administrator is appointed by the decision on initiation of liquidation, and with his appointment, all representatives cease to have the right to represent the company. If the liquidation administrator is not appointed by decision, all legal representatives of the company become liquidation administrators and are registered ex officio.
The company can appoint several liquidation administrators who represent the company together, if the decision does not specify that they represent the company independently.
Any natural or legal person (including members and/or representatives of the company) can be appointed liquidator.
If the company, during the duration of the announcement on the initiation of the liquidation procedure and during the deadline for reporting claims, changes the address of the registered office or the address for receiving mail, the 90-day period begins to run again from the day of registration of that change.
Registration application of the initial liquidation report, i.e. the annual liquidation report
• registration application for the registration of the initial liquidation report, i.e. the annual liquidation report ( Mandatory data + appendix 28 ),
• adopted initial, i.e. annual liquidation report,
• proof of payment of fees for registration and publication of documents ( amount of fees ).
The liquidation administrator is obliged to draw up the initial liquidation report (90 days at the earliest and 150 days at the latest from the date of the start of the liquidation), which he then submits to the partners, general partners, that is, to the assembly for adoption. Partners, general partners, that is, the assembly are obliged to make a Decision on the adoption of the initial liquidation report no later than within 30 days from the day it was submitted to them for adoption.
The adopted initial liquidation report is registered within 15 days from the day of adoption.
Along with the application for registration of the initial liquidation report, it is necessary to submit the decision of the assembly on its adoption.
The adopted initial liquidation report must contain:
• list of reported claims,
• list of recognized claims,
• a list of disputed claims with an explanation of the dispute,
• information on whether the company’s assets are sufficient to settle all the company’s obligations, including contested claims,
• necessary actions to implement the liquidation,
• the time provided for the completion of the liquidation,
• other facts of importance for the implementation of the liquidation.
The liquidation administrator cannot submit an application for the deletion of the company if a period of 120 days has not passed since the publication of the advertisement and if the initial liquidation report from Article 536 has not been registered. of the Law on Business Companies.
If the liquidation lasts longer than one year, i.e. if the end of the business year occurs during the procedure, the liquidation manager submits the annual liquidation reports to the partners, general partners, i.e. the assembly for adoption, no later than six months after the end of each business year. Annual liquidation reports are registered within 15 days from the day of adoption.
Along with the application for registration of the initial or annual liquidation report, it is necessary to submit the decision of the assembly on its adoption.
Registration application of suspension of the liquidation procedure
• registration application for suspension of liquidation ( Mandatory data + appendix 22 ),
• decision of the assembly on suspension of liquidation,
• proof of payment of the fee for registration of data change ( amount of fees ).
By the decision of the partners, general partners, i.e. the assembly of the company, the liquidation can be suspended and the business can continue.
The decision to suspend the liquidation can only be made if the company has fully paid off all creditors, has not canceled the employment contract of any employee based on the liquidation, nor has it started paying the members of the company.
An integral part of the decision on suspension of liquidation is the appointment of the company’s legal representative, and the liquidation manager’s statement that all the company’s creditors have been paid in full and that the company has not started payments to the company’s members is attached to this decision.
The decision to suspend the liquidation procedure cannot be made before the expiration of the deadline for reporting claims and disputing them, which is a total of at least 120 days from the date of initiation of the procedure.
The decision to suspend the liquidation is registered.
Registration application for deletion from the Register after completion of the liquidation procedure
• registration application for deletion from the register after completion of the liquidation procedure,
• the decision of the company assembly to end the liquidation procedure,
• the liquidation administrator’s report on the liquidation carried out,
• statement of the liquidation administrator that all the obligations of the company based on the reported claims have been settled in full and that no other proceedings are being conducted against the company,
• the decision on the division of the liquidation remainder of the company,
• the company’s decision on the person to whom business books and documents are entrusted for safekeeping or the liquidation manager’s statement on the name and address of that person,
• evidence of cessation of tax obligations issued by the competent tax authority, which is not older than five days at the time of submission of the request for deletion from the register, based on the provisions of Article 29. paragraph 7. of the Law on Tax Procedure and Tax Administration (“Official Gazette of RS”, No. 80/2002, 84/2002 – amended, 23/2003 – amended, 70/2003, 55/2004, 61/2005, 85/2005 – dr. law, 62/2006 – other law, 63/2006 – amendment to law, 61/2007, 20/2009, 72/2009 – other law, 53/2010, 101/2011, 2/2012 – amendment , 93/2012, 47/2013, 108/2013, 68/2014, 105/2014, 91/2015 – authentic interpretation, 112/2015, 15/2016, 108/2016, 30/2018, 95/2018, 86/ 2019 and 144/2020),
• proof of payment of the fee for the deletion of the business entity ( amount of fees ).
Note: The documents proving the cessation of tax obligations are:
• a certificate issued by the competent organizational unit of the Tax Administration of the RS in accordance with the Instruction of the Tax Administration No. 437-0027/2013-D00000 dated August 1, 2013, and
• certificate from the tax administration of the competent local self-government unit.
The above-mentioned documents are not obtained by the registrar ex officio, but it is the applicant’s obligation to attach them to the request for deletion.
After the creditors have been paid, the liquidation administrator draws up:
• final liquidation balance sheet (financial report that is registered in the Register of Financial Statements and Creditworthiness and is not submitted to the Register of Business Entities with the registration application for deletion)
• report on the liquidation carried out,
• a written statement that he has notified all known creditors, as well as that all the company’s obligations (reported claims and claims that are considered reported in terms of the law) have been settled in full and that no other proceedings are being conducted against the company,
• a proposal for a decision on ending the liquidation.
The liquidation is terminated by passing a decision on ending the liquidation.
The company cannot make a decision to end the liquidation before the final completion of all procedures that may have any legal consequences for the company and the settlement of all those obligations. After completion of the liquidation, the company is deleted from the Register of Business Entities.
Joint-stock companies perform the deletion after submitting a request to the Central Registry for the removal of financial instruments from the registry.
The liquidation administrator cannot submit an application for the deletion of the company if a period of 120 days has not passed since the publication of the advertisement and if the initial liquidation report from Article 536 has not been registered. of the Law on Business Companies.
The business books and documents of the company are kept in such a way that they are accessible on the territory of the Republic of Serbia, in accordance with the regulations governing archival material, and the name and address of the person who must have a residence or headquarters in the territory of the Republic of Serbia, to whom the business books and documents are entrusted are registered for safekeeping.
0 Comments