According to the Companies Act in Slovenia, the liquidation of a company means the termination of the legal activity of an enterprise, comprising as well the process of selling off all its assets, the settling of its liabilities, the distribution of the remaining funds to shareholders, and the closing down of the company.
You might be in the situation to close a company in Slovenia either voluntarily or by court decision. The procedure implies the finalization of all the business activities of the company and concludes with the deletion of the company from the official record. Our consultants in company formation matters in Slovenia have also relevant experience in closing companies in this country and can definitely help you if want to close your business activities.
| Quick Facts | |
|---|---|
| Company liquidation support (YES/NO) | Yes, clients can rely on us for assistance in company liquidation matters in Slovenia. |
| Applicable law(s) | – Companies Act, – Compulsory Composition, – Bankruptcy and Liquidation Law. |
| Conditions to liquidate a company | – the shareholders agree to terminate the business, – over-indebtness, – the company no longer meets the legal requiremens to operate. |
| Types of procedures | Voluntary and compulsory proceedings are available in Slovenia. |
| Voluntary company liquidation | The procedure is available when the shareholders decide to close the business. |
| Compulsory company liquidation | This procedure is available after a company is declared bankrupt. |
| Appointment of a liquidator in a voluntary procedure | The liquidator is appointed by the shareholders. |
| Appointment of a liquidator in a mandatory process | The liquidator is appointed by the judge overseeing the liquidation process. |
| Documents required to liquidate a Slovenian business | – the company liquidation decision/resolution, – financial statements, – balance sheets. |
| Availability of a fast-track liquidation procedure (YES/NO) | Yes. |
| Notice requirements | The Trade Register, the tax authority, creditors and employees must be notified. |
| Additional accounting requirements to comply with (if any) | The liquidator must file a final financial statement and file it with the tax auhority. |
| Company liquidation time frame (approx.) | The timeframe ranges from a few months to several years, depending on the type of procedure. |
| De-registration with the Slovenian Tax Authority required (YES/NO) | Yes. |
| Trade Register deletion requirement (YES/NO) | Yes, after liquidation, the company must be deleted from the Trade Register’s records. |
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Company liquidation procedure in Slovenia
Compared to the process of company registration in Slovenia, liquidation is a more complicated and lengthy journey. It starts when the capital of a company is reduced under the minimum legal amount, or if a company ceases its activity for more than one year. This is when the shareholders or partners must meet and decide the fate of the company. If they fail to meet or act, the court will then impose a Mandatory Dissolution. This is when the company liquidation in Slovenia starts.
First a person from the board of the company will be designated as liquidator, meaning that he will be in charge of the procedure. One of the first responsibilities of the liquidator is to notify all creditors and to gather from them their claims in due time. He may appoint a Slovenian specialist in company registration and liquidation, in order to resolve some of the legal issues which can arise in the closing process.
The appointed liquidator must officially publish the resolution of liquidationon on the AJPES (Agency of the Republic of Slovenia for Public Legal Records and Related Services) website. After that, it is mandatory to wait six months from this publication date to allow creditors to register their claims.
Another important step to be undertaken during the process of company liquidation in Slovenia is the covering of all the debts of the company to the other existing parts. A series of specific documents and reports must be elaborated and consequently submitted to the Company Register, if the division of all the remaining assets has been approved by the competent authority. Here are all the tasks the appointed Liquidator is legally responsible to complete:
- Cease operations – stop all normal commercial and trading activities;
- Realize assets – sell all company property, inventory, and equipment;
- Settle debts – pay every single creditor and outstanding liability;
- Collect receivables – during company liquidation in Slovenia, the liquidator has to gather all money owed to the company;
- Final accounting – prepare a final balance sheet and financial report showing zero ongoing business activity;
- Distribute surplus – if any money remains after all debts are paid, distribute the surplus to the shareholders according to their holdings;
- Deletion – apply to the official Commercial Register (in Slovenia, the Court Register) for the company’s formal and final deletion. Final deletion requires confirmation from the Financial Administration of the Republic of Slovenia (FURS) that all tax obligations have been settled.
Our specialists in company registration in Slovenia can assist you at any moment of the liquidation procedure. They can elaborate and obtain the necessary documents and they can help you finalize in a legally effective way the activity of your company.
Documents required for company liquidation in Slovenia
The Slovenian legal procedure of company liquidation is presented in the Companies Act. The law stipulates several mandatory documents which need to be obtained and filled in order to dissolute a business. Such required documents are the following:
- The decision of company dissolution – it is a document elaborated during an internal meeting of the leading body of the company or by court decision;
- The liquidation resolution – stating the company’s name and address, the participants to the company dissolution decision, and the term of deposition to the Slovenian Register;
- Relevant reports – based on the company books, balance sheets and other administrative documents.
Facts on Slovenian company closure
Investors interested in company formation in Slovenia must learn about the liquidation procedure too. Understanding the liquidation rules is an essential part of business planning, as it provides a clear exit strategy for your investment. Here is some information that shareholders must know about company liquidation in Slovenia:
- There is a non-negotiable minimum of 6 months from the public notice of liquidation (on AJPES) before the liquidator can distribute any remaining assets to shareholders;
- If the company opts for the simplified dissolution procedure (without full liquidation), the shareholders remain jointly and severally liable for any company obligations for a period of 2 years after the company’s final deletion. This is another scenario that could happen during company liquidation in Slovenia;
- In 2019, the reported time to officially resolve insolvency in Slovenia (which includes court-mandated procedures like bankruptcy) was approximately 0.8 years (or about 9.6 months).
Opening a company in Slovenia, as for all other countries, can impose some risks. It is better to be informed and well guided when it comes to the exit strategy. Our specialists in company formation in Slovenia can help you meet all legal requirements imposed by the Slovenian Registrar. Regardless of the reason for which your company must go through dissolution, don’t hesitate to contact us and allow us to offer our assistance during the liquidation process.