Winding up a company without liquidation shall be possible if the company has no debts or property (i.e. there is nothing to liquidate) or if the company’s assets are to be transferred to another legal successor (upon merger, takeover or split or change of a company’s corporate form). Liquidation is not required either where the company does not own any assets or went bankrupt and bankruptcy has been rejected, cancelled or suspended due to a lack of assets, or completed with no corporate assets left.

Closing a business in liquidation

Liquidation is a complex administrative process, which, from the legal and accounting point of view, usually requires professional assistance. It is a process of dealing with assets and liabilities of a company before its winding up. Winding up a company through liquidation requires sufficient assets to settle the full amount of all liabilities. Where a company meets conditions for bankruptcy, it is not possible to liquidate it, but it is necessary to start bankruptcy proceedings.

A company shall go into liquidation as of the date of its winding up. The law does not provide for the duration of liquidation. There is no time limit for the duration of liquidation.

1. Preparing extraordinary financial statements
2. Convening an extraordinary general meeting, preparing minutes of the extraordinary general meeting
3. Registering a company’s start of liquidation, notification in the Commercial Register
4. Notifying the tax office, the Social Insurance Agency and health insurance companies
5. Reconvening a general meeting
6. Applying for approval of the company’s removal from the Commercial Register
7. Removing a company from the Commercial Register

1. Preparing extraordinary financial statements

Prepare extraordinary financial statements as of the date preceding the date of going into liquidation. It will provide an overview of the state of the company’s assets, amount of liabilities and claims. Liquidation is your next step if the value of the company’s assets exceeds the total amount of its liabilities.

2. Convening an extraordinary general meeting, preparing minutes of the extraordinary general meeting Convening an extraordinary general meeting

At the general meeting, the members shall approve the winding up of a company without a legal successor and its going into liquidation.

Approving the decision on winding up a company

A decision on winding up a company shall be approved by a two‑thirds majority of the members. The decision should contain the date of winding up the company, appointment of a liquidator, the remuneration of the liquidator and the form of the liquidator’s acting on behalf of the company. The position of the liquidator starts on the date of the company going into liquidation.

Next, prepare minutes of the general meeting; where the company has a sole shareholder, prepare a decision of the shareholder.

The minutes shall be signed by the chairperson and a minutes clerk; the general meeting chairperson shall be authenticated, as well as the signature on the sole shareholder’s decision.

Appointing the company's liquidator

The minutes shall also include information on appointing a person to act as the company’s liquidator, in general it is one of the statutories, as they know most about the company's standing. According to the Commercial Code, liquidation shall be carried out by the statutory body as the liquidator, unless the law, the memorandum of association, deed of incorporation or articles of association/incorporation provide otherwise.

Where a statutory body is not established or it has no members appointed, or where a liquidator is not appointed without undue delay, the liquidator shall be appointed by court. The court may appoint as liquidator any of the members or the statutory body or any of its members even without their approval. If it is not possible to appoint a liquidator this way, the court shall appoint the liquidator from among the persons registered in the list of administrators.

During liquidation, the company’s trade name shall be supplemented with an addendum ‘in liquidation’. A liquidator shall be appointed to carry out the liquidation, from then on acting as the company's statutory body and being registered in the Commercial Register. Several liquidators may be appointed. The liquidator’s actions focus solely on the company's liquidation. If new contracts are concluded, they may only be related to completion of unresolved business matters.

Where the liquidator finds out excessive indebtedness (liabilities exceeding assets), the liquidator shall file for bankruptcy. In general, a statutory or executive director becomes the liquidator. Appointed as liquidators may also be other persons or companies operating in the field of liquidation. Liquidators may also be appointed without undue delay by courts, or where a company has no statutory representative (e.g. where the statutory has previously resigned). If liquidators fail to fulfil their obligations or act against the interests of the company, the company may dismiss them, or under special circumstances request that they are dismissed by court.

3. Registering a company’s start of liquidation, notification in the Commercial Register

Within 30 day from winding up of a company, an application for registration of changes in the respective Commercial Register shall be submitted. The application for registration of changes shall be submitted by the appointed liquidator.

The application for registration may be submitted:

Electronically via the service Application for the registration, change or deletion of data in the Commercial Register (Only in Slovak), requiring downloading the form (form 8 – available only in Slovak) from the website of the Ministry of Justice of the Slovak Republic and signing it with a qualified electronic signature. All attachments to the filing shall also be signed with a qualified electronic signature.

In this case, a 50% discount applies, i.e. the fee is EUR 33.

Attachments to the filing

The application shall contain a document certifying the winding up of the company without a legal successor and its going into liquidation and a document confirming the creation of the post of a liquidator.

The filing shall be accompanied by the following documents:

• minutes of the extraordinary general meeting or the decision of the sole shareholder, where the company has only one shareholder;
• attendance register from the extraordinary general meeting (where there are several members);
• specimen signature of the liquidator – together with the liquidator’s consent with being appointed to the post. The signature shall be authenticated.

Deadlines

The deadline for registration of a company in the Commercial Register is 2 working days.

Publishing a notification in the Commercial Journal about a company going into liquidation

Once the information that a company has gone into liquidation is registered in the Commercial Register, the liquidator shall announce it also in the Commercial Journal. The liquidator’s invitation shall be published in the Commercial Journal. The liquidator shall notify creditors that the company has gone into liquidation as of a specific date based on the decision of the company's competent authority as well as invite the company's creditors and other bodies affected by the liquidation to register their claims or other rights within a period of at least 3 months from the publication of the invitation, and also publish the address where they can do so.

That means that a liquidation may not be completed sooner than 3 months from publication of the invitation.

4. Notifying the tax office, the Social Insurance Agency and health insurance companies

The fact that a company has gone into liquidation (as well as that it has been liquidated) shall be notified to the tax office within 30 days and to the Social Insurance Agency and the health insurance company (if the company has employees) within 8 days.

5. Reconvening a general meeting

At the earliest 3 months after the publication of the notification of the company’s going into liquidation in the Commercial Journal, it is possible to convene a general meeting, which shall result in a decision by the members on the completion of the liquidation. Where the company has only one shareholder, who is also the liquidator, this is, naturally, a formality.

The liquidator shall present to the general meeting:

• the final report on the liquidation;
• a liquidation balance sheet providing information on the accounting inventory of the assets and accounting movements during liquidation;
• financial statements as of the date of completion of the liquidation;
• proposal for distribution of the liquidation balance (finances left after liquidation) among the members.

Note: This change is related to significant legislative amendments governing the winding up of a company and its potential liquidation as of 01 October 2020. An important change compared to the current legislation is in particular the requirement of depositing an advance for liquidation in notarial custody, otherwise the court shall not register the liquidator in the Commercial Register (in the case of the so-called voluntary winding up of a company), or shall not order a liquidation (in the case of the so-called compulsory winding up of a company).

6. Applying for approval of the company’s removal from the Commercial Register

The customs office and municipality/city's approval of the removal

The Commercial Code requires the tax administration’s approval of the removal of the company from the Commercial Register, and in terms of tax administration, not only the tax office, but also the municipality/city, which is the real estate tax administrator, and the customs office, which is the excise tax administrator, is considered the tax administrator. Therefore an approval is required also from the competent customs office and municipality/city where the company has its registered office, as well as from each municipality/city, where the company has ever owned a real estate.

For submitting an application to the customs office, an administrative fee of EUR 9.50 applies, or a fee of EUR 4.75 for electronic filing. Municipalities/cities require a written application – the administrative authority of the Slovak capital applies an administrative fee of EUR 9.50 for granting the approval.

These authorities do not have a time limit for granting the approval and generally grant it in a relatively short time, so you should be able to obtain both approvals within 1 month.

The tax administrator shall grant the approval if the sum of any tax and customs arrears does not exceed EUR 170.

Such approval shall be required only for companies wound up by 30 September 2020. As of 01 October 2020, the tax administrator's approval of the removal of the company from the Commercial Register shall not be required.

7. Removing a company from the Commercial Register

In the next step, the liquidator shall submit an application for removal of the company from the Commercial Register within 90 days from the approval of the documents stipulated above.

The application for registration may be submitted:

Electronically via the service Application for the registration, change or deletion of data in the Commercial Register (Only in Slovak), requiring downloading the form (form No 19 – available only in Slovak) from the website of the Ministry of Justice of the Slovak Republic and signing it with a qualified electronic signature. All attachments to the filing shall also be signed with a qualified electronic signature.

An application for removal of a company from the Commercial Register is exempt from any fees.

Attachments to the filing:

• minutes of the extraordinary general meeting or the decision of the sole shareholder, where the company has only one shareholder;
• minutes of the general meeting or the decision of the sole shareholder, where the company has only one shareholder;
• attendance register;
• financial statements as of the date of completion of liquidation;
• confirmation of publication of the liquidator’s invitation in the Commercial Journal;
• the approval of the removal granted by individual tax administrators (tax office, customs office, municipality) – a prerequisite for obtaining the approval is submitting an application, non-existence of arrears exceeding EUR 170 or other liabilities, no ongoing tax inspection or tax assessment procedure and payment of the administrative fee.
• the final liquidator’s report;
• approved proposal of the liquidator for distribution of the liquidation balance;
• power of attorney, where the proposal submits a representative based on the power of attorney.

Deadlines

Once all the statutory requirements are met, the registration court removes the company from the Commercial Register within 2 working days from receiving the application. Following the removal of a company from the Commercial Register, its business is considered closed.

Explanatory laws: