The decision of company liquidation can be taken by the general meeting of the shareholders, the general members of a partnership or by the competent court in Slovenia due to many reasons such as the expiration of the availability term, the non-activity for more than a year, the reduction of the capital below the limit stipulated by the law, due to merger, if it is a decisions taken by the court or by at least three quarters of the members of the company. The articles of association may stipulate other reasons for company liquidation in Slovenia.
What are the steps for company liquidation in Slovenia?
The act on which the process is based is the liquidation resolution which contains:
- the name and address of the company,
- the body that took the liquidation decision,
- the address where all the claims must be deposited,
- the time limit for depositing it (cannot be shorter than 30 days since the decision is published),
- the name and address of the liquidator.
The video below offers further information on the company liquidation in Slovenia:
This must be deposited before starting the process at the Registry. Every communication made by the company must state, from the moment of publication, besides its name, the addition “in liquidation”.
An individual is appointed to take care of the process, named liquidator. He is usually a former member of the management structure. He/she can be dismissed and replaced by a court’s order in case of a valid petition submitted by a debtor or a creditor.
He/she must send a notification to all known creditors to register their claims within a specific timeframe (not less than 30 days from the day on which the invitation was recorded), appoint an individual to take care of company’s books and official documents after the liquidation, cover the company’s claims, recover the company’s debts, elaborate all the necessary documents for liquidation, such as the balance sheet and various reports, coordinate any business activity and register the liquidation ending to the competent authorities.
After covering the creditor’s claims, the Slovenian entrepreneurs can choose to continue with the business and cancel the process by delivering a written notification to the Registry, signed by all the shareholders or the general members of the partnership.
If not, the process of company liquidation continues by elaborating a new report related to the process and the way the remaining assets should be divided. If it is approved, the process of distribution of assets don’t take longer than 30 days. After that, the liquidator must notify the Registry to delete the company, he/she is released from its function and the company is officially not allowed to perform any activities under the previous name.
Besides the above procedure, the Slovenian investors may opt for a simplified company dissolution procedure. In this case, the dissolution is based on the general meeting decision and the liquidation process is not necessary, but only if certain information is known such as all the names of the creditors and the value of the liabilities which needs to be covered.
How long does it take to liquidate a company in Slovenia?
The process of company liquidation depends on many factors such as:
- the value of the claims,
- the available amounts necessary to cover these claims,
- the degree of knowledge of the company’s creditors.
It may take several years or, in case of the simplified company dissolution procedure, may take a few months.