We dissolve your company with no risk to the director
A director who does not set the dissolution in motion in time becomes liable for the debts arising from the moment the ground exists. The date matters.
01
Checking the ground
We work out whether a ground applies and from what date, because personal liability runs from that date.
02
Calling the general meeting
Two months from when the ground arises, with the ordinary majority the law sets.
03
Resolving to dissolve
Or going to court if the meeting is not held or refuses despite the ground existing.
04
Appointing liquidators
The directors become liquidators unless others are appointed, with everything that entails.
05
Executing the deed and registering it
Executing and registering the deed at the Commercial Registry, and opening the liquidation period.
06
Opening the liquidation
The company keeps its legal personality, but only in order to liquidate: no new business activity.
02 — The service
Has the time come to dissolve your company? We do it in order and we protect the director.
First consultation free·Fixed quote before we start·Reply within the same working day·One named lawyer per matter·In Madrid since 2013·Calle de Alcalá, 209·First consultation free·Fixed quote before we start·Reply within the same working day·One named lawyer per matter·In Madrid since 2013·Calle de Alcalá, 209·
04 — Questions
What people ask us before they instruct us
No. Dissolution opens the liquidation period: the company still exists, but only to sell, collect, pay and distribute. Closure comes when it is struck off.
The directors have to call the general meeting. If they do not, any shareholder can ask for it to be called, and if the meeting does not resolve to dissolve, an application can be made to the court.
If the assets are not enough to pay them, the route is not dissolution and liquidation but insolvency proceedings. We check that before taking any step.
As well as our fees, there are notary and registry costs and the capital duty where assets are distributed. We give you a written quote before we start.
Change is one of the constants of life. The Buddhists say so. Science itself says so. Nothing is immutable, not even a commercial company that was once very solid. Some companies simply reach the point of having to disappear. What matters in those cases is knowing how to go about it properly, or having the right company dissolution lawyers in Madrid beside you.
02
How to dissolve a company
Dissolving a company requires a series of essential steps, the first of which is drawing up the liquidation balance sheet. Once that is settled, the dissolution resolution has to be drafted and the assets distributed among the shareholders as agreed. That resolution then has to be executed as a public deed before a notary and, finally, the deed of dissolution and liquidation signed by the notary has to be filed at the Commercial Registry.
03
What is meant by dissolving a business?
Dissolving a business means formalising the legal act by which the company contract that first brought the shareholders together comes to an end. For a time the company keeps its legal personality, but it no longer has a board of directors running it. It can sound confusing. We know. That is why we suggest getting in touch with our company dissolution practice to get the specialist legal advice you need. We are always entirely at your disposal.
04
What it takes to do this
There is another reason why having legal support for dissolving a company is strongly advisable: this procedure cannot be used in every case, and a series of circumstances and requirements have to be met. Among other things, the company cannot have debts to creditors, it cannot owe wages to employees who are not shareholders, and it cannot owe them money for final settlements. Rest easy, though: at our company dissolution practice you will find the legal support to get through this process.
05
Can a limited company be wound up?
The answer is yes: limited companies can be dissolved just like any other kind of company. Commercial companies are, in the end, voluntary associations of people, which means there is no obligation to keep that association going
any longer than you want. Specifically, the dissolution of a limited company has to be recorded in a public deed and registered at the Commercial Registry so that it is a matter of public record.
06
We provide legal support for dissolving companies
It is not an easy moment. A company is usually dissolved when there are financial, operational or other problems getting in the way of its success. That is always hard to deal with. That is why at Escalera & Tuset we want to do everything we can to make things easier for you. Use any of the channels you will find in our Contact section and tell us about your situation. Our team of company dissolution experts will take care of everything. We will be your allies right to the end.
07
How we help if your business is in this position
Our help in winding up your limited company covers everything. We are there to get you through the preconditions and the requirements. We are there to draft the dissolution and liquidation resolutions. We are there to make the notarial process straightforward. We are there to file the resolutions at the Commercial Registry. And of course we are there for anything else that may come up during the procedure. Always and without exception.
Also in commercial law
A firm specialising in commercial law. Corporate lawyers with real business experience. We give your company every legal service it needs.
