Voluntary liquidation and Winding-up

CompaniesVoluntary liquidation and Winding-up

Voluntary liquidation sets the beginning of the closing process of the company. 

Winding-up is a set of operations carried out by liquidators, leadind to the company’s cancellation. 

To request voluntary liquidation and winding-up, you need to have your RCBE declaration updated. 

Voluntary liquidation and/or winding-up registry acts

Registry of Voluntary liquidation, with or without appointment of liquidator

Liquidators are, as a general rule, management or Board members who become liquidators once the company is dissolved, unless otherwise provided by the company’s contract or so deliberated. 

Registry of Winding-up (final accounts)

It is the process leading to the company’s cancellation, and may not exceed a maximum period of 2 years, counting from the date of the voluntary liquidation. This period may be extendable up to one year. 

Registry of Voluntary liquidation and Winding-up (final accounts)

The company, through a joint and immediate process, decides on the company’s voluntary liquidation and winding-up (final accounts), approving and closing the accounts, as a result of the absence of assets and liabilities.

Immediate cancellation of company

It is the process of cancelling a company, without requiring the winding-up phase and the submission of a statement signed by all the partners, including the deliberation to voluntarily liquidate the company and the approval and closing of accounts, as a result of the absence of assets and liabilities to settle.

 Documents necessary to request voluntary liquidation/winding-up:

Corporate deliberation approving the voluntary liquidation/winding-up

Minutes or private document or public deed.

Documents necessary to request the immediate cancellation of the company

Application form for the immediate cancellation of the company

If the request is submitted at a registry service by all members of the company or by the holder of the EIRL (Sole Trader entity with Limited Liability), there is no need for this application form.

Upon registry confirmation, you need to:

Update RCBE data
Terminate internal contracts and documents
Inform bank entities
Inform other sector-specific entities
Terminate licences and authorisations
Inform clients and suppliers

Communication to Tax authorities and Social Security

The registry of voluntary liquidation/winding-up is automatically communicated by the registry service
In case of termination of activity, it must be communicated by the interested party, electronically, within 3 months after the company’s registry of winding-up (final accounts).