Dissolution of a company under a simplified procedure (without liquidation) is a special form of winding-up under the Companies Act (ZGD-1), whereby the company is struck off the court register without a lengthy liquidation procedure.
When Is the Simplified Procedure Possible?
The simplified procedure can be used when:
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all shareholders agree unanimously to dissolve the company under the simplified procedure,
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the company has no employees or all employment relationships have been fully settled,
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all obligations towards creditors and the state have been paid,
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the company is not in insolvency proceedings and no other proceedings are pending against it that would prevent its deletion.
By means of a special statement, the shareholders assume joint and several liability for any outstanding obligations that may arise after the company has been struck off.
Liability of Shareholders after Deletion
Creditors may assert their claims directly against the shareholders for two years after the publication of the deletion. The shareholders are jointly and severally liable with all their assets.
Conclusion
The simplified procedure is a quick way to bring business operations to an end, but it means that the shareholders assume the risk of any debts that may be discovered later. Before deciding, it is advisable to carry out a thorough analysis of the company’s situation and seek legal advice.
