Guide
Liquidation of a company (d.o.o.)
We run the entire voluntary liquidation of your d.o.o. through APR, from initiation and the notice to creditors to tax clearances, special statements and deletion from the register.
Liquidation of a d.o.o. is a legally regulated procedure for the voluntary cease of a company that has enough assets to settle all of its obligations. It is started by an owners' decision when the company no longer wishes to operate, and is carried out through the Business Registers Agency (APR) by turning assets into cash, settling debts and distributing whatever remains to the owners. The procedure has clear steps and deadlines, including the notice to creditors and obtaining tax clearances, so any mistake or missed deadline can delay or halt the deletion. That is why liquidation should be run properly and lawfully, from day one to final deletion from the register.
What you should know
- Voluntary liquidation is possible only when the company has enough assets to settle all obligations toward creditors; if the assets are insufficient, you do not go into liquidation but initiate bankruptcy instead.
- The procedure is started by an owners' (assembly) decision on liquidation, which appoints the liquidation administrator and sets out who represents the company, and from that moment the marking 'in liquidation' is added to the company's business name.
- Initiation of liquidation is registered with APR and the notice to creditors to file their claims is published; the notice is published for 90 days, and creditors may file claims no later than 30 days after the notice expires, so the application for deletion can be filed at the earliest 120 days after the notice is published.
- Special financial statements are prepared: an opening liquidation balance sheet after liquidation begins, then an initial liquidation report, and upon conclusion a final liquidation report with a proposed distribution of the liquidation surplus to the owners.
- Before deletion, all obligations are settled and tax clearances are obtained from the Tax Administration and the local tax administration confirming there are no outstanding taxes. Employees are deregistered, while the bank account remains available for necessary collections, payments and the documented distribution until its closure is coordinated with the bank.
- The procedure ends with registering the decision on the conclusion of liquidation and deleting the company from the APR register; the duty to keep the business books and documentation, with a designated person in the Republic of Serbia, remains even after deletion, for the periods prescribed by law.
| Step | Deadline |
|---|---|
| Written notice to known creditors | no later than 15 days after liquidation starts |
| Opening liquidation balance sheet | prepared within 30 days after liquidation starts |
| Notice to creditors published | 90 days |
| Creditors file their claims | no later than 30 days after the notice expires |
| Initial liquidation report | prepared between day 90 and day 150 after liquidation starts |
| Extraordinary financial statement | 60 days from the balance sheet date |
| Filing the application for deletion | at the earliest 120 days after the notice is published |
| Tax clearances for deletion | must not be older than five days when the application is filed |
| Corporate income tax return and tax balance | 60 days after APR registers the start and the conclusion |
| Annual liquidation report | no later than six months after the end of the business year |
How we handle it
- 01 Assessment and preparation We check whether the company can enter voluntary liquidation, that is, whether the assets cover all obligations, and we prepare the owners' decision on liquidation and on appointing the liquidation administrator.
- 02 Initiation and APR notice We file the application with APR to register the start of liquidation and publish the notice to creditors; the notice is published for 90 days, and creditors file claims no later than 30 days after the notice expires.
- 03 Opening balance and obligations We draw up the opening liquidation balance sheet after liquidation begins, take stock of assets and obligations, and arrange settlement of debts toward the creditors who filed claims.
- 04 Tax clearances and accounts We obtain clearances from the Tax Administration and the local tax administration confirming obligations are settled, close the current accounts, and deregister employees and the entity from all records.
- 05 Final report and distribution We prepare the initial and final liquidation report with a proposed distribution of the liquidation surplus and draft the owners' decision on concluding the liquidation.
- 06 Deletion from the register We file the application with APR to delete the company from the register and take on the duty of properly keeping the business books and documentation after the cease.
Frequently asked questions
When can a d.o.o. enter voluntary liquidation?
Voluntary liquidation is possible only when the company has enough assets to settle all obligations toward creditors. If the assets are insufficient, you do not go into liquidation but initiate bankruptcy instead.
How long does the notice to creditors run and when can the deletion application be filed?
The notice to creditors is published for 90 days, and creditors may file claims no later than 30 days after the notice expires. The application for deletion can be filed at the earliest 120 days after the notice is published.
What must be done before the company is deleted from the register?
Before deletion, all obligations are settled and tax clearances are obtained from the Tax Administration and the local tax administration confirming there are no outstanding taxes. Employees are deregistered, while bank account closure is coordinated only after necessary collections, payments and the documented distribution are complete. The duty to keep the business books with a designated person in the Republic of Serbia remains even after deletion.
What happens to money left in the company's bank account?
The money belongs to the company, not directly to its owners. Employees, suppliers, lenders, taxes, liquidation costs and all other liabilities are paid first. A reserve should be kept for liabilities that are not yet due or final. Only the remaining liquidation surplus may be distributed under a formal owners' resolution.
Does an owner pay tax on the liquidation surplus?
For an individual owner, the part of the liquidation surplus above the value of invested capital is treated as a dividend and taxed as capital income at 15 percent. The treatment of a legal entity or a nonresident owner must be checked separately.
What are the APR fees for a standard d.o.o. liquidation?
At the APR rates checked on 25 August 2026, the three core registry filings cost RSD 4,000 each. Each extraordinary financial statement costs RSD 650, and a standard procedure requires one at the start and one at the conclusion. Other administrative and professional costs may apply, and current fees should be checked before payment.
What happens to loans between the company and its owner?
A documented founder loan to the company is a company liability that must be dealt with before the liquidation surplus is distributed. A company loan to its owner is a company receivable that must be collected, repaid or otherwise lawfully settled. Neither disappears merely because liquidation has started.
Is a sole trader closed through liquidation?
No. A d.o.o. is a separate legal person and a solvent company ceases through liquidation. A sole trader is deleted from APR without this liquidation procedure, while the individual remains liable for business obligations after deletion.
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