The steps to dissolve and liquidate a limited company should be subject
to legal ground rules that we must follow.
To dissolve your Limited Company must distinguish three phases:
dissolution, liquidation and termination of the accounting entries in the
Registry. The causes of the dissolution may be diverse, but the most common is
usually having reduced its capital below 3,005.06 euros.
Liquidation of the company
When the liquidators winding up a company can be established in the
statutes or be appointed by the directors of the company. Normally both
coincide in the same person. These are required to ensure the assets of the
company, complete pending operations, sell assets, represent the company in all
acts necessary and meet quotas partners resulting from the settlement.
The resulting fees are proportional to the shares, unless the articles
of association provides otherwise. The liquidators have to perform these steps
within a period of three months, finally disclosed the process to the General
Meeting a balance sheet, which need not submit or post on any bulletin or
newspaper, unlike the corporation.
Post-settlement Steps
The next steps for the dissolution of a Limited Company will grant deed
before a notary the liquidation of the company incorporating a series of
necessary documentation, such as the Final Settlement Balance, list of
partners, etc.. This writing must be filed with the Commercial Registry of the
province to cancel the accounts.
Finally, we must not forget that when you finish winding up a company,
must be submitted a number of taxes. These are the payment of transfer tax and
stamp duty (colloquially called ITP) by the concept of corporate transactions,
settlement taxed at one percent.
This means that each of the partners will pay for this tax one percent
of the value of their respective award. If, however, payment of the share of
each partner is done by non-cash transactions, these transactions are subject to
VAT at the rate applicable as the goods delivered.
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