Company Liquidation in Slovakia

There are two ways to close a company in Slovakia. The first one is the voluntary procedure, which is the simplest. The second one is the compulsory proceedings, which require the involvement of a Slovak court of justice.

Below, you can find a detailed guide on the company liquidation procedure in Slovakia. During the procedure, you can rely on our law firm in Slovakia.

Company liquidation laws in Slovakia

The main regulations that must be followed by a company that’s willing to be liquidated are stipulated in the Commercial Code. Liquidation. This is possible only if there are any assets left to cover the company’s claims and debts. There are two types of liquidation recognized by the Slovakian Commercial Code: voluntary or enforced. All the companies in the liquidation stage have the termination “v likvidacii“(in liquidation) attached to their names.

Our solicitors in Slovakia can offer you more information about the regulations related to the company liquidation procedure in this country.

Quick Facts
Applicable law	The Slovak Company Law.
Conditions to liquidate a company	– the limited lifespan of the company, – mutual agreement of the shareholders, – termination of business activities in Slovakia, – company relocation, – indebtedness.
Types of procedures	Voluntary and judicial procedures are available in Slovakia.
Voluntary company liquidation	Voluntary company liquidation implies that the company’s shareholders to adopt a mutual decision to close the business.
Compulsory company liquidation	Judicial liquidation occurs at the request of one or more creditors with a local court.
Appointment of a liquidator in a voluntary procedure	The shareholders appoint the liquidator during the meeting of adoption of the liquidation decision.
Appointment of a liquidator in a judicial procedure	The judge appoints the liquidator.
Authorities to notify in case of liquidation	– Companies Register, – Tax Department, – Social Security Agency, – health insurance companies.
Requirement to notify other parties (YES/NO)	Yes, the creditors and employees.
Notice requirements	Maximum 30 days from the adoption of the decision.
Additional accounting requirements to comply with (if any)	A final financial statement must be drafted by the liquidator. The document must show the company has no debts.
Company liquidation time frame (approx.)	– 6 months in the case of voluntary proceedings, – longer in the case of mandatory liquidation.
De-registration with the Slovak Tax Department required (YES/NO)	Yes.
Trade Register deletion (YES/NO)	Yes, after dissolving the company.
Company liquidation support (YES/NO)	Yes, you can rely on our Slovak lawyers for support in closing a company.

Steps to wind up a company in Slovakia

Just like in other legal proceedings, the Slovak company liquidation procedure must respect a few steps. They are:

preparing the company’s financial statement;
organizing a shareholders’ meeting to adopt the decision to terminate the business and appoint the liquidator;
notifying the authorities and all other interested parties about the liquidation of the company;
selling the company’s assets to satisfy the creditors’ claims;
filing for having the company removed from the Trade Register;

It should be noted that in the case of compulsory company liquidation, the decision to close the Slovak business and the appointment of the liquidator are handled by the judge. Our lawyers in Slovakia can explain in detail what each step entails and how long it takes.

We also have an infographic depicting the liquidation procedure:

Detailed procedures on how to wind up a company in Slovakia

The decision on voluntary liquidation in Slovakia must be made during the annual general meeting. The reasons are various:

the expiration of the availability date of the company;
the accomplishment of the company’s goals;
the decision that there is no reason to carry on with the business.

During this meeting, a natural person called a liquidator is appointed to carry on the liquidation procedures and take all the duties and responsibilities of the former management structure. The liquidator may be recalled by the Court and replaced if a valid petition from the shareholders is submitted. For more information about the voluntary liquidation, please contact our law firm in Slovakia.

The enforced liquidation is decided by the Court and comes at the request of the creditors or if the company has broken the law.

The decision of liquidation along with the name and details of the liquidator are registered with the Commercial Register and an announcement must be published in the Commercial Bulletin (Obchodný vestník). The announcement must contain the address where the claims can be submitted, the content of the claims, and the time limit for depositing these claims. The creditors’ claims are checked by the liquidator and covered in full if it is valid.

The shareholders are receiving liquidation shares (parts of the liquidation remainder), according to the nominal value of their shares. The Memorandum of Association’s provisions must be respected at this point. A plan of distribution for the liquidation remainder must be approved by a general meeting of the shareholders and it’s followed by the payment of the liquidation shares. The payment is made after the shareholders are returning the original certified shares to the company. These returned certificates are being destroyed by the liquidator.

After this last step, the company may cease its economic activities and can be erased from the Commercial Registers but only based on the proof that all the shares were destroyed. If you need assistance during the entire process of company liquidation in Slovakia, our local lawyers are at your disposal. You can also rely on our law firm for advice on how to immigrate to Slovakia.

Authorities to notify in case of company liquidation in Slovakia

Here are the parties you need to notify when you close a company in Slovakia:

the Trade Register;
the Tax Authority;
the Social Security Agency;
the Health Insurance Authority.

Apart from these, the creditors and employees must also be informed about the decision to wind up a company in Slovakia.

If you need support in filing these notifications, you can rely on both our lawyers and accountants in Slovakia for support.

Information to be submitted to the Trade Register when closing a company in Slovakia

One of the most important steps when deciding to wind up a company in Slovakia is notifying the Companies Register. For this purpose, the following actions must be taken by the liquidator:

filing an electronic notification;
informing the Registrar’s officers about the exact date of the adoption of the decision (this day will be considered the date of entry into liquidation);
amending the company name by appending the term “in liquidation”;
submitting the name and the date of appointment of the liquidator.

In the case of voluntary liquidation, the liquidator can be one of the directors or an external one. You can obtain more information in this sense from our Slovak lawyers.

How long does it take to liquidate a company in Slovakia?

There is no standard term for company liquidation in Slovakia, this depends usually on the company dimension, the number of claims, and the number of creditors and may take up to several years.

Here is also our video on this subject:

Company liquidation in numbers

Here are some important facts about closing a company in Slovakia:

in case of voluntary liquidation, at least 2/3rds of the shareholders must agree to the decision;
the liquidation decision must be filed in a maximum of 30 days with the Companies Register;
the minimum timeframe of the process is about 6 months.

Apart from our corporate services, our law firm can also assist individuals. Among the most sought-after solutions are those related to obtaining residency and citizenship in Slovakia.

Do not hesitate to ask for the help of our Slovak solicitors who can handle the company liquidation proceedings.