Liquidation is the process of closing a company. There is voluntary liquidation, which is the subject of this article, and involuntary liquidation, which is initiated ex officio for legally defined reasons. 

When is voluntary liquidation carried out? 

Voluntary liquidation (hereafter referred to simply as liquidation) is carried out when the company has sufficient assets to settle its obligations. If the company does not have enough assets to settle its obligations, bankruptcy proceedings are initiated. 

If the initial liquidation balance sheet or liquidation report shows that the company is over-indebted, the liquidation manager must, within 15 days, submit a request to the competent court to initiate bankruptcy proceedings. 

How is liquidation of a business initiated? 

According to Article 525 of the Companies Act, liquidation of a business is initiated by a unanimous decision of all partners, or general partners, unless otherwise specified in the founding agreement (in the case of a partnership or limited partnership), by a decision of the members’ assembly in a limited liability company, or by a decision of the shareholders’ assembly in a joint-stock company. 

This decision serves as the legal basis for starting the liquidation process. The authority to make the decision varies depending on the legal form of the company. In a partnership or limited partnership, the decision is unanimous, while Article 211 provides for a two-thirds majority in a limited liability company, and Article 358 requires a majority of the votes of the shareholders present at the assembly meeting in a joint-stock company. 

When does the liquidation of a business begin? 

Liquidation of a business begins on the day the decision on liquidation is registered and the announcement of the initiation of liquidation is published, in accordance with the applicable provisions of the Law on the Registration Procedure of Business Entities with the Business Registers Agency. 

The decision to initiate liquidation is registered in the business entities registry, and an announcement must also be published on the website of the Business Registers Agency. From the day of registration and publication of the announcement, the company is in liquidation and must add the words ‘in liquidation’ to its business name. 

What are the legal consequences of the liquidation process? 

From the initiation of the liquidation process, the company cannot undertake new business activities. The company cannot distribute profits or dispose of its assets in any way until all creditors are satisfied. 

It is not excluded that payments are made to members of the company on another basis (e.g., employment relationship or contractual relationship for other reasons). 

Please note that initiating the liquidation process does not prevent public obligations (e.g., taxes) or the filing of lawsuits against the company. The company retains its legal entity status until the liquidation process is completed. 

Who is the liquidation manager? 

Returning to the decision on initiating liquidation, this decision must appoint a liquidation manager. This means that the company’s representatives cease their representation, and the liquidation manager assumes this role. If the company fails to do this, all legal representatives become liquidation managers. 

According to Article 532, the liquidation manager represents the company in liquidation and undertakes specific actions—such as completing the business activities started before the liquidation, taking all necessary actions to conduct the liquidation, and performing all other tasks necessary for the liquidation process. 

Why is an announcement of liquidation required? 

The liquidation process begins with the registration of the decision and the publication of an announcement on the website of the Business Registers Agency. The announcement is published for a period of 90 days, and the Companies Act specifies what it must contain. Essentially, creditors are invited to submit their claims with the warning that they will lose the right to collect their debts if they fail to submit them no later than 30 days after the expiration of the announcement period. In other words, creditors have 120 days from the date of the announcement to submit their claims. 

What if the announcement does not contain a warning about the deadline for claims? 

According to the Answers to Questions from Commercial Courts established at the session of the Department for Commercial Disputes of the Commercial Appellate Court held on November 26, 2014, and November 27, 2014, if the announcement regarding the initiation of liquidation does not contain a warning about the deadline for submitting claims, the creditors of the company will not face consequences if they fail to submit their claims within the legally prescribed period. 

What should be done if known creditors exist? 

If the company is already aware of its creditors, the liquidation manager is required to send them a written notice about the initiation of the company’s liquidation within 15 days from the beginning of the liquidation process. The law also specifies what this notice must contain. 

Creditors whose claims have been confirmed by an enforceable document (Article 41 of the Enforcement and Securing Claims Law), as well as creditors whose claims have begun litigation prior to the liquidation process, do not need to submit their claims but will have their claims considered as submitted. 

How to determine that a particular creditor was known to the liquidation manager? 

According to the Answers to Questions from Commercial Courts established at the session of the Department for Commercial Disputes of the Commercial Appellate Court held on November 26, 2014, and November 27, 2014, determining whether a creditor was known depends on the specific case. It is possible to prove this with accounting documents that the debtor is required to record in its business books. 

What is the list of submitted claims? 

The company must record all submitted claims, as well as the claims of known creditors, in the list of submitted claims and then prepare a list of submitted and disputed claims. 

The company has 30 days from the receipt of the claim to dispute it and must inform the creditor of the dispute and provide reasons. If the creditor’s claim has been confirmed by an enforceable document, the company cannot dispute that claim. 

What is the initial liquidation balance sheet? 

Within 30 days from the start of the liquidation process, the liquidation manager must prepare the initial liquidation balance sheet, which is an extraordinary financial report, and submit it for approval to the partners, general partners, or the assembly (a decision on approval must be made within 30 days). 

What is the initial liquidation report? 

Within 90 to 150 days from the start of the liquidation, the liquidation manager must prepare the initial liquidation report and submit it for approval (a decision on approval must be made within 30 days from the submission for approval). The initial liquidation report must be registered within 15 days of approval. 

Before registering the initial liquidation report, it is not possible to start settling creditors or making payments to the company’s members; payments can only be made to settle obligations arising from the company’s ongoing operations. 

The law specifies what the initial liquidation report should contain, such as, for example, the list of submitted/recognized/disputed claims, necessary actions for carrying out the liquidation, and similar items. 

Can the initial liquidation report be the subject of a criminal offense of providing a false statement? 

Yes. According to the ruling of the Supreme Court of Cassation, Kzz 798/21, it has been established that the initial liquidation report, which contains a list of submitted claims as well as a list of disputed claims, is a necessary condition for carrying out the liquidation process. Therefore, if the accused, as the liquidation manager, enters false information into it, such an action constitutes a written false statement, which is a key element of the criminal offense under Article 581, paragraph 1 of the Companies Act. 

What is prepared after the payment to creditors? 

After the payment to creditors, the liquidation manager must prepare four documents: the final liquidation balance sheet, the report on the carried-out liquidation, a written statement that they have sent notices to all known creditors, and a proposal for a decision on the distribution of the liquidation surplus. 

These documents are adopted by the company’s members through a decision to conclude the liquidation, in the same manner as the decision to initiate the liquidation. 

Can liquidation be suspended? 

The liquidation process can be suspended, and the company may resume its operations. The decision to suspend the liquidation must be made by the partners, general partners, or the assembly. This decision must then be submitted for registration. 

An important note here is that liquidation can only be suspended if all creditors have been satisfied, the employment contract of any employee based on liquidation has not been terminated, and no payments have been made to the company’s members. 

The decision must necessarily include the appointment of the company’s legal representative and a statement from the liquidation manager confirming that all creditors have been fully satisfied.

How is the liquidation process concluded? 

The liquidation process is concluded by adopting a decision to end the liquidation. After the liquidation is completed, the company is removed from the business entities register; for a joint-stock company, it is also necessary to submit a request to the Central Register for the removal of financial instruments.  

How are the business books and documents of a company preserved? 

The business books and documents of a deleted company must be preserved in a manner that makes them accessible within the territory of the Republic of Serbia, in accordance with the regulations governing archival material. 

They are entrusted to a selected person who has their residence or headquarters within the territory of Serbia. Information about this person (name and address) must be registered. The decision may be replaced by a written statement from the liquidation manager regarding the name and address of this person. 

Is there any liability for the members of the company after the completion of the liquidation process? 

The completion of liquidation is not equivalent to the termination of liability. According to Article 545 of the Companies Act, partners and general partners are jointly and unlimitedly liable for the company’s obligations after it is removed from the business entities register, while limited partners, members of a limited liability company, and shareholders are jointly liable for the company’s obligations up to the amount received from the liquidation surplus. 

Claims are subject to a statute of limitations of 3 years from the date of the company’s removal from the register. 

What if the company does not have enough funds to settle its tax obligations? 

The tax obligations of a company in liquidation should be settled by the liquidation manager using the company’s cash resources (this includes proceeds from the sale of assets if the company does not have enough cash). 

If the company does not have enough funds to cover the full tax debt, the Administrative Court ruling U.16771/15 explains that the remaining debt will be paid by the founders or members of the legal entity if, in accordance with the law, the statute, or the founding act of the company, they are jointly liable for the obligations, as prescribed by the Law on Tax Procedure and Tax Administration. 

Note: This text does not constitute legal advice but is the personal opinion of the author.