Closing a 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 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 enclose

• minutes from the general meeting showing the decision of dissolution

The general meeting decides that the company should be closed. They can do this after the creditor deadline of six weeks has expired and the relations with any creditors have been settled.

Upon the decision of deletion, the general meeting has to approve the final liquidation accounts. The liquidation accounts must be audited, unless the company has registered the decision to waive audit.

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. It it takes longer, the district court can take over the liquidation.

You have to enclose

• minutes from the general meeting showing that the 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 an ordinary board, and auditor or waive of audit, if this does not already exist.

You must enclose

• minutes from the general meeting showing the resolution of revoking the dissolution, election of the board and any auditor or waive of audit