The Law on Amendments to the Law on Companies (“Official Gazette of the RS”, No. 109/2021) stipulates that companies will no longer have 90 days to eliminate deficiencies and avoid forced liquidation but will cease to exist in the relatively short term.
According to the instructions of the Business Registers Agency, the shortened liquidation procedure will begin on June 1, 2022, at companies that have acquired reasons for compulsory liquidation, which cannot be eliminated at the moment of initiating the compulsory liquidation process.
The procedure is initiated:
- if the company has been issued a measure prohibiting the performance of activities by a final act, and the company does not start liquidation within 30 days from the day the act becomes final,
- due to the ban on performing a registered activity, and the company does not register the deletion, ie change of that activity or does not start liquidation within 30 days from the day this act becomes final,
- revocation of the license or approval for the performance of the registered activity or if the termination of the company has been ordered by a final judgment,
- if the company is left without a legal or temporary representative and does not register a new one within three months from the day of deleting the legal or temporary representative from the register of economic entities,
- if the company does not submit to the competent register the annual financial statements by the end of the previous business year for two consecutive business years preceding the year in which the financial statements are submitted.
Before initiating the process of compulsory liquidation, the registrar that keeps the register of business entities on the website of that register publishes a notice on the company where the reasons for compulsory liquidation were acquired. After the expiration of that deadline, the registrar who keeps the register of economic entities ex officio issues an act on initiating the procedure by which the company translates into the status of compulsory liquidation and at the same time publishes the liquidation announcement on the website of the register of economic entities for a continuous period of 60 days.
After the expiration of the deadline, the registrar who keeps the register of economic entities, within a further period of 30 days, ex officio issues an act on the deletion of the company and deletes it from the register, in accordance with the Law on Registration. After the deletion, the property of the deleted company becomes the property of the company’s members in proportion to their shares in the company’s capital, and in the case of a partnership without capital, it is distributed equally among the partners.
