Dissolution and liquidation: two distinct phases
First the company is dissolved, which is the decision to bring it to an end. Then comes liquidation, where money owed is collected, what is owed is paid and what is left is distributed among the partners. Only at the end is the company cancelled in the register and ceases to exist.
Although it sounds like bureaucracy, the order matters. If you distribute money to the partners before paying creditors, the transaction can be cancelled and the partners are liable for what was collected.
Spain: dissolving an SL
In a Spanish limited liability company, dissolution is agreed at the partners' meeting and formalised in a public deed. Then the liquidation period opens: a liquidator is appointed, the liquidation accounts are closed and the entries are cancelled in the Mercantile Register.
The whole process usually takes between four and six months if there are no debts or complicated assets. If the company has employees, the dismissal or transfer (subrogation) must be added before dissolving.
Portugal: dissolução e liquidação da LDA
In Portugal the LDA is dissolved by agreement of the partners and liquidated before a notary or in the registry. As in Spain, a liquidator is appointed, creditors are paid and the remainder is distributed. The closure is registered so that the company is officially extinguished.
A Portuguese peculiarity is that it is advisable to close the VAT registration and the activity before the Autoridade Tributária first, otherwise you will keep receiving filing obligations while the company is still shown as active.
Germany: the GmbH and the waiting year
The German GmbH has an important nuance: the Sperrjahr. After announcing the dissolution and publishing the liquidation, you have to wait a year before distributing the assets among the partners. It is a protection period so that any creditor can make a claim.
During that year the company continues to exist and file liquidation accounts. It is the slowest closure of the five markets, but also the one that protects most against later claims.
France and Italy: the same route
In France the SAS is dissolved by decision of the partners and liquidated with a liquidator, with publication of the closure in the commercial register (RCS). In Italy the SRL follows the same path: delibera di scioglimento, appoints a liquidatore, closes the liquidation and cancels the registration in the Registro delle Imprese.
In both cases the critical point is the same: closing the tax and VAT obligations correctly so that no latent debts remain that reappear after the closure.
What you need to plan before starting
Before dissolving, do three things: check that there are no debts or pending tax contingencies, decide what happens to employees if there are any, and plan the calendar so the closure does not overlap with a tax filing.
Closing well takes time and a little money, but closing badly costs more: an unliquidated company keeps generating obligations and can accumulate penalties even if it invoices nothing.
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