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.

Reviewed by Biljana Risteski, certified accountant

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, and once obligations are settled the current accounts are closed and employees and the entity itself are deregistered from the records.
  • 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.

How we handle it

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.

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