Compulsory liquidation of companies in Serbia

 

Company Law of the Republic of Serbia (“Official Gazette of the RS”, No. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018 and 91/2019, the “Law“). Provides that the liquidation of a company may be carried out when the company has sufficient funds to meet all its obligations. There is a difference between voluntary and compulsory liquidation. You can read more about the topic of voluntary liquidation of the company in the Republic of Serbia at the link: https://statt.rs/sr/likvidacija-firme-u-srbiji/.

 

When compulsory liquidation occurs

 

According to the Law, compulsory liquidation is initiated if:

 

  • the measure has been imposed on the company by a final act:

 

  • prohibition to perform activities, and the company does not start liquidation within 30 days from the day this act becomes final;

 

  • prohibition of performing a registered activity, and the company does not register the deletion, i.e. change of that activity or does not start liquidation within 30 days from the day this act becomes final;

 

  • revocation of a license, license or approval for performing a registered activity, and the company does not register the deletion, i.e. change of that activity or does not start liquidation within 30 days from the day this act becomes final;

 

  • within 30 days from the day of expiration of the time on which the company was established, and the company does not register the extension of the duration of the company or does not start liquidation within that period;

 

  • the partnership, in case of death of the partner, remains with one partner, and none of the heirs of the deceased partner is registered as a member of the company within three months from the date of final termination of the probate procedure, i.e. the partnership for other reasons remains with one partner, and the company, within three months from the date of termination of the status of partner, does not join the missing member or within that period the company does not change its legal form or within that period does not start liquidation;

 

  • the limited partnership, in case of death of the general partner, remains without a general partner, and none of the heirs of the deceased general partner is entered in the register as a member of the company within three months from the day of final termination of probate proceedings. or a limited partner, and the missing member does not join the company within three months from the day of termination of the status of a member, or within that period the company does not change its legal form or does not start liquidation within that period;

 

  • the final judgment determines the nullity of the registration of the establishment of the company in accordance with the law on registration or the nullity of the founding act of the company;

 

  • the termination of the company has been ordered by a final judgment, and the company does not start liquidation within 30 days from the day the judgment becomes final;

 

  • the company remains without a legal or temporary representative, and does not register a new one within three months from the day of deleting the legal or temporary representative from the register of economic entities;

 

  • the company in liquidation remains without a liquidation manager, and does not register a new one within three months from the day of deleting the liquidation manager from the register of business entities;

 

  • the adopted initial liquidation report is not submitted to the register of economic entities;

 

  • the company does not submit to the competent register annual financial reports by the end of the previous business year for two consecutive business years preceding the year in which the financial statements are submitted;

 

  • the company does not submit to the competent register the initial liquidation balance in accordance with the law governing accounting;

 

  • in other cases, provided by the Law.

 

The first phase of the liquidation procedure

 

Before initiating the compulsory liquidation procedure, the registrar keeping the register of economic entities (“Registrar“) shall publish on the website of that register a notice of the company with which the reasons for compulsory liquidation have been obtained, inviting that company to publish within 90 days from the date of publication. of that notice, remove the stated reasons that can be removed in accordance with this Law and register changes in the relevant data in accordance with the Law on Registration.

 

The second phase of the compulsory liquidation procedure

 

After the expiration of the 90-day period, the registrar who keeps the register of business entities ex officio issues an act on initiating the compulsory liquidation procedure by which the company translates into the status of “compulsory liquidation” and at the same time publishes an announcement of compulsory liquidation on the website of the business of the day.

 

The ad contains:

 

1) the day of publication of the advertisement;

2) business name and registration number of the company;

3) the reason for the compulsory liquidation.

 

The mark “in compulsory liquidation” is added to the business name of the company.

 

Termination of the compulsory liquidation procedure

 

After the expiration of the period of 90 days, the registrar who keeps the register of economic entities, within a further period of 30 days, ex officio issues an act on deleting the company and deletes the company from the register, in accordance with the law governing the registration procedure.

 

Consequences of deleting a company from the register in case of forced liquidation

 

The property of the deleted company becomes the property of the members of the company in proportion to their shares in the capital of the company, and in the case of a partnership that has no capital, it is distributed in equal parts between the partners.

 

The members of the company regulate their relations with regard to property by a contract, whereby each member of the company may request that the competent court, in a non-litigious procedure, divide that property.

 

After deleting the company from the register of business entities, the members of the deleted company are responsible for the obligations of the company in accordance with the provisions on the liability of members of the company in case of liquidation.

 

The controlling member of a limited liability company and the controlling shareholder of the joint stock company shall be jointly and severally liable for the obligations of the company even after the deletion of the company from the register.

 

The claims of the company’s creditors against the members of the company become obsolete within three years from the day of deleting the company from the register.