Forms of dissolution
1) without liquidation
- assets transferred to the legal successor (conversion of the company) - 52
- when filing for bankruptcy if:
- dismissed for lack of assets,
- cancellation of bankruptcy after the fulfillment of the resolution or
- cancellation of bankruptcy if the bankrupt"s property is insufficient to cover the costs of bankruptcy, on condition that the company has no assets (excluding items excluded from the estate); deleted from the Commercial Register here does not require the approval of the tax administrator;
2) in liquidation - a company is dissolved already upon entry into liquidation.
Ways of dissolution
Voluntary - upon agreement of all shareholders or a decision of a company"s authority (dissociation decision) - these may withdraw their decision until the distribution of the liquidation value started (the effective date of such decision ends the office of the liquidator, to this day the company needs to build an interim account statements)
receivership - a court decision (proposed of state authority or interested person; regional courts)
- inaction - in the last 2 years there has not been a general meeting or in the past year were not elected members of the body of the company, who have completed term of more than 1 year, or a company does not operate any business for more than two years
- loss of business license
- termination of the qualifications required by law for the establishment or company can not carry on business for the insurmountable contradictions among partners
- infringement to create a reserve fund
- breaches of the duty to carry out business activities by individuals specifically authorized
- breach of the obligation to sell part of its business or part imposed by the Authority for the Protection of Competition
- bankruptcy - see here above (if the petition for bankruptcy for reasons other than lack of assets, the company shall not be dissolved; if there is some asset left aftero the bankruptcy, the liquidations shall be executed)
- court set a deadline for removal the reason for cancellation if possible
The Company shall terminate on deletion from the Commercial Register (similarity with its creation - incorporation of the company in the Commercial Register).
