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Company Dissolution and Liquidation in Slovenia

August 15, 2012, 1:54 pm
BridgeWest

BridgeWest handles company liquidation in Slovenia. For more information, please contact us.

The Slovenian Companies Act is regulating the liquidation process in Slovenia.

A company may be dissolved in Slovenia if the availability term for it has expired, if the company hasn’t performed any commercial activity for more than one year, if it’s a Court decision, if it’s merged with another company, if at least three quarters of the members of the company take this decision during a general meeting or if the share capital is reduced below the limit stipulated by the law. Other reasons for company dissolution may be written in the Articles of Association.

The decision of company liquidation can be taken by the general meeting of the Shareholders or by the competent Court, in Slovenia.

The liquidation resolution must state: the name and address of the company, the body that took the liquidation decision, the address where all the claims must be deposited and the time limit for depositing it (not shorter than 30 days since the decision is published) and the name and address of the liquidator. The resolution must be submitted by the decisional body to the Registry before starting the liquidation procedure.

The addition “in liquidation” must be stated after the company’s name in every official notification.

Usually, the liquidator is a former member of the management structure and may be dismissed and replaced by a Court’s order in case of a valid petition submitted by a debtor or a creditor.

A liquidator has the following attributions: sending a request to all the known creditors to register their claims within a specific timeframe (not be less than 30 days from the day on which the invitation was recorded), recover and pay the company’s claims, elaborate the balance sheet and the reports necessary for liquidation completion, coordinate any business activity (but only if it’s necessary for liquidation) and register the liquidation ending.

The liquidator must also appoint the shareholder where the company’s books and documents are being hold after the end of liquidation.

If the assets of the company are not sufficient to cover the claims, the bankruptcy procedure may begin. The claims must be covered in full before starting to distribute the remaining assets to the shareholders.

After covering it, if the general meeting decides so, the company may continue the business and cancel the liquidation. In this case, the liquidator must send a notification to the Registry based on the general meeting resolution.

If not, the company liquidation process continues by elaborating a new report regarding the liquidation procedure in Slovenia and a proposal for distributing the remaining assets by the liquidator.

If the reports are approved by the shareholders, the distribution of the remaining assets may begin. This process cannot take longer than 30 days.

The last step is deleting the company from the Registry. After deleting the company from the Registers, it is impossible to claim the liquidator’s actions but if the competent Court decides so, the liquidator may pay the damages caused by its actions.

If all the company’s liabilities are settled and the shareholders are ready to pay the unforeseen liabilities, a simplified company dissolution procedure may be adopted in Slovenia. In this case, the dissolution is based on the general meeting decision and the liquidation process is not necessary.




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Company Formation in Slovenia

Ljubljana

BridgeWest provides company formation in Slovenia. Our assistance includes:

> drafting the Articles of Association (necessary for the company incorporation in Slovenia); The Articles of Association ... [More]

Lawyers in Slovenia

Ljubljana

BridgeWest provides a wide range of legal services in Slovenia through our affiliated Slovenian lawyers and Law Firms in Bratislava and other major cities in Slovenian. We are mainly specialized in the main aspects of Slovenian ... [More]