Closing a public limited company

As a rule the general meeting decides to dissolve the company.

There is no absolute time limit for when you need to report the dissolution to the Register of Business Enterprises. According to the Public Limited Liability Companies Act, it must be reported to us as soon as possible.

The board is responsible for the liquidation of the company and replaces the general manager when the dissolution has been decided.

You must attach

• minutes from the general meeting showing the decision of dissolution

Once the creditor deadline has expired, and the relations with any creditors have been settled, the general meeting can approve the final audited liquidation accounts.

Please note that closing must be reported to the Register of Business Enterprises no later than one year after the registration of the dissolution decision. If it takes longer, the district court can take over the liquidation.

You must attach

• minutes from the general meeting showing that the audited liquidation accounts have been approved

The general meeting may revoke the decision to dissolve the company, if it has not made distributions or has insufficient equity.

You must report the revocation to the Register of Business Enterprises as soon as possible.

Upon revoking, the general meeting must also elect a board, and auditor, if this does not already exist. The auditor, the new board members and deputy board members must confirm that they take on the assignment by signing the form.

You must also report a new general manager, as the company does not have this role while it is being dissolved. The general manager must confirm that they take on the assignment by signing the form.

You must attach

• minutes from the general meeting showing the resolution of revoking the dissolution, election of the board and auditor
• any minutes from a board meeting or general meeting showing the employment of the general manager, unless the entire board has signed the form