Closing a company – shortened procedure, without liquidation

All members must agree with a decision on cessation of a company, which has to contain the following information:

• Company, registered office, personal identification number (hereinafter: OIB) of the entity of the company being terminated
• A total number of members of the company, their names and surnames, and permanent residence and OIB of each member of the company (i.e. of the company and the registered office if the member of the company is a legal entity); as well as a plan for the distribution of the company’s assets

All members of the company are obliged to give a statement that

• the company has no liabilities towards current and past employees,
• the company has no liabilities towards other creditors, and
• each member will be jointly and severally liable for any subsequently discovered liability.

The decision on the cessation of the company and the statement of the members of the company are made in the form of a notarial deed or a private document certified by a notary public.

Termination of the company by a summary procedure without liquidation is reported to the court of the register, and the application is accompanied by the following documents: a decision on cessation of the company; a statement of all members of the company that the company has no outstanding debts and that each member undertakes to settle any outstanding debt; the confirmation that the company has settled debts for public levies.

After deleting the company from the register, the members of the company are jointly and severally liable with all their assets for the obligations of the company that ceased in the summary procedure without liquidations.

Creditors may realize the claims they had against the company within two years from the day of the announcement of the deletion from the register.

Competent authority and regulations

Ministry of Justice and Administration

Ulica grada Vukovara 49

10 000 Zagreb

+385 1 3714-580

gradjansko.pravo@pravosudje.hr

Zakon o trgovačkim društvima

(NN 111/93, 34/99, 121/99 – vjerodostojno tumačenje, 52/00 – Odluka USRH, 118/03, 107/07, 146/08, 137/09, 152/11 – pročišćeni tekst, 111/12, 68/13, 110/15 i 40/19)

Zakon o sudskom registru (NN 1/95, 57/96, 1/98, 30/99, 45/99, 54/05, 40/07, 91/10, 90/11,148/13, 93/14, 110/15 i 40/19)

Pravilnik o poduzimanju radnji u postupku osnivanja trgovačkih društava na daljinu (NN 65/19)

Pravilnik o načinu upisa u sudski registar (NN 121/19)

Pravilnik o obliku i sadržaju obrasca za davanje izjave o nepostojanju nepodmirenih dugovanja na osnovi poreza te doprinosa za mirovinsko, odnosno zdravstveno osiguranje kao ni dugovanja za neto plaće radnicima (NN 22/12)

Stečajni zakon (NN 71/15, 104/17)

Pravilnik o sadržaju i obliku obrazaca na kojima se podnose podnesci u predstečajnom i stečajnom postupku (NN 67/19)

 

Updated: 30 November 2020