LIQUIDATION OF A COMPANY OR A PARTNERSHIP

In case you decide to liquidate your company in Slovakia read this information that is applied in Slovakia. This is just to bring you partial idea  about the procedure in Slovakia.

A partnership or a company shall enter into liquidation on the date of their winding -up,

unless the law provides otherwise. The liquidation of a partnership or a company shall be

registered into the Companies Register. During the liquidation, the business name of the

partnership or the company shall be supplemented with an addendum ’in liquidation” .

Upon the appointment of the liquidator, the powers of the statutory body to act on behalf of the partnership or the company shall be transferred. If several liquidators are appointed and their appointment does not specify otherwise, each of the liquidators shall have the powers above.

The liquidation shall be carried out by the statutory body of the partnership or the company,

which shall be referred to as liquidator, unless the law, the memorandum of association, the

establishment deed or the articles of association provide otherwise. If there is no statutory body or if there is no member thereof or if no liquidator has been appointed without undue delay, he shall be appointed by the court. A special act may determine the parties entitled to propose the appointment of a liquidator to the court. The court may appoint as liquidator any of the partners, member or shareholders or the statutory body or any of its members even without their approval.

The court shall not appoint as liquidator a party, which can not discharge such an office pursuantto special legislation. A partner, member, shareholder, the statutory body or its member, who were appointed by the court as liquidators, can not resign from their offices. Notwithstanding the above, they may propose to the appointing court to remove them from the office of liquidator, if they can not be reasonably requested to discharge the same. If the liquidator is a legal entity, the powers of the liquidator shall be exercised on its behalf by its statutory body or members of its statutory body jointly, unless the legal entity designates another individual, who shall exercise the powers of liquidator on its behalf.

In case of winding up of a partnership or a company by a decision of the court, the court shall appoint a liquidator. In case of termination of the office of liquidator due to his decease or due to other grounds, a new liquidator shall be appointed in the same manner as his predecessor.

If no liquidator may be appointed as provided in subsection 1 above, the liquidator shall be

appointed by a court from among the persons registered in the Register of Estate Administrators

kept pursuant to special legislation.

A liquidator, who has been appointed by the court, may resign from his office in writing. The

resignation of the liquidator shall be effective on the date of receipt of the notice of resignation

by the partnership or the company. If the interruption of the liquidation might result in a damage to the partnership or the company, the resigning liquidator shall be obliged to advise the partnership or the company of any steps to be taken in order to advert such a damage. If the partnership or the company fail to appoint a new liquidator without undue delay, he shall be appointed by the court. There is no need to appoint a new liquidator if at least one of the

previously appointed liquidators keeps discharging his duties.

Irrespective of the manner of the liquidator–s appointment, the court may remove the

liquidator in breach of his duties upon proposal of a person, who has shown to have legitimate

interest. The court shall appoint another person to replace the removed liquidator.

 A liquidator shall be liable for discharging his office to the extent of liability of a member of

a statutory body.

The request of registration of details concerning the liquidator into the Companies Register

or, as appropriate, of deletion of the current liquidator from the Companies Register, shall be

filed by the appointed liquidator(s). If the liquidator is appointed by the court, it shall register his details into the Companies Register ex officio.