When owners want to close a company that can still pay its debts, the route is voluntary liquidation (ликвидација) — an orderly, strictly regulated process to settle all obligations and delete the company from the Central Registry. It is different from bankruptcy (стечај), which is a forced, court-supervised process for a company that is insolvent and cannot pay its debts.
The decision and the liquidator
Liquidation begins with a decision of the members' assembly, adopted by at least a three-quarters majority. The members appoint a liquidator — the person who will wind the company down: complete outstanding transactions, collect receivables, settle obligations, and convert assets to cash. Once liquidation is registered, the company continues to operate under its name with the suffix “– во ликвидација” (“in liquidation”) added.
The liquidator prepares an opening liquidation balance sheet as of the start of the process, and carries personal liability for damage caused during the liquidation — so this is a role to fill carefully.
Notifying creditors — the deadlines
Creditors must be given a chance to come forward. After the Central Registry's first decision registering the liquidation, the liquidator has 7 days to publish a public notice on the Central Registry's website calling on creditors to report their claims. Creditors then have 15 days to file their claims.
If no creditor claims are filed after the 15-day period expires, the liquidator must submit the deregistration application within 3 days. If claims are filed, they must be settled before the company can be deleted.
Settling obligations and deregistration
Before the company can be struck off, all obligations must be satisfied and the authorities must be clear. In practice the liquidator provides a solvency certificate from the company's bank, a certificate that taxes and contributions are paid, and proof that the annual accounts have been filed. Any assets remaining after all debts are paid are distributed to the members according to the founding agreement. Once the Central Registry approves the deregistration, the company ceases to exist.
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Liquidation vs bankruptcy
| Liquidation (ликвидација) | Bankruptcy (стечај) | |
|---|---|---|
| Nature | Voluntary | Forced |
| Financial state | Solvent — debts can be paid | Insolvent — debts cannot be paid |
| Oversight | Controlled by the members and liquidator | Court-supervised |
