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Corporate changes

Dissolving a limited liability company (s. r. o.)

We help you choose the right way to close the company — liquidation, sale or bankruptcy — and handle the whole process.

I’m interested in this service

An s. r. o. only ceases to exist once it is deleted from the Commercial Register. Until then it has obligations even if it does no business — bookkeeping, financial statements, a tax return and monitoring its electronic mailbox. A trade licence can be suspended; a company cannot.

A company can be closed in several ways, each suited to a different situation. The key questions are whether the company is insolvent and whether you simply want to leave it or want it to actually cease to exist.

Liquidation is suitable when the company can settle all its liabilities. By law it takes at least six months, in practice around a year, and an advance for the liquidator’s fee and expenses must be deposited before it starts. If the company has no debts and you no longer want to own it, a transfer of the ownership interest is usually faster — the company continues with a new owner and you typically leave within a few weeks.

If the company is insolvent, the law requires a bankruptcy petition to be filed within 30 days of the insolvency being discovered. Both the managing director and the liquidator have this duty and breaching it is penalised. We do not recommend doing nothing — the court may dissolve the company itself, for example if it has no managing director for a long time or fails to file its financial statements, which brings further complications.

What we take care of

  • Assessing the company — liabilities, assets, tax and accounting obligations
  • Recommending the right route: liquidation, transfer of the ownership interest or bankruptcy
  • For liquidation: the dissolution resolution, registration of the liquidator, the call to creditors and the deletion petition
  • For a sale: the transfer agreement, resignation as managing director and registration of the changes
  • Coordinating bookkeeping and tax returns throughout the process
  • In insolvency: help preparing and filing the bankruptcy petition within the statutory deadline

Who the service is for

  • Shareholders who want to close their business for good
  • Owners of dormant companies that only generate costs
  • Managing directors of companies in difficulty who need to know their obligations
  • Entrepreneurs considering a sale as an alternative to liquidation

How we work together

  1. Assessing the situation

    We check the company in the registers, its liabilities, assets and any outstanding obligations to the authorities.

  2. Choosing the route

    We explain the differences between liquidation, sale and bankruptcy and recommend the approach that fits the company’s situation.

  3. Preparation and execution

    We prepare the resolutions, agreements and filings, coordinate the bookkeeping and watch the statutory deadlines.

  4. Deletion or handover

    We see the process through to deletion from the Commercial Register or to registration of the new owner.

We handle the entire process for you — from preparing the documents to registration. All you do is review and sign.

A managing director’s liability for damage caused while in office continues even after the transfer of the interest or the end of the term. We always assess the specific procedure and costs based on the company’s situation.

Frequently asked questions

Can I just suspend my s. r. o.?

No. A trade licence can be suspended, a company cannot. As long as the s. r. o. is registered in the Commercial Register, it must meet its accounting, tax and other obligations even without any activity.

Which is faster — liquidation or selling the company?

Transferring the ownership interest is usually much faster, typically a matter of weeks. Liquidation takes at least six months by law. A sale, however, only suits a company without debts.

Do I automatically stop being managing director after selling my interest?

No. The office of managing director does not end automatically with the transfer — you need to resign or be removed by the new shareholder, and the change must be registered in the Commercial Register.

What if the company cannot pay its debts?

Then liquidation is not the answer. If the company is insolvent, the managing director must file a bankruptcy petition within 30 days. We will assess the situation with you and help with the next steps.

Contact

Let’s go through your situation together

Tell us what you need to arrange. We will assess the options and propose the next steps.

Write to us