Law on Associations and liquidation procedure

Liquidation of the Association

The association’s liquidation procedure shall be regulatied by provisions of the Law on Associations. The provisions of the law regulating liquidation of business companies shall apply accordingly to any issues having to do with the association’s liquidation procedure that are not regulated by the Law on Associations.

Liquidation of the Association – Reasons and Procedure

Liquidation of the association and association’s deletion from the Register of Associations of the Serbian Business Registers Agency (hereinafter referred to as the Register) shall only take place upon completion of the association’s liquidation procedure:

  • if the number of members declines below the number of founders required for its establishment and the association’s competent body fails to take a decision to admit new members within thirty (30) days
  • if the term for which the association has been established expires, when an association has been established for a definite period
  • if the association’s competent body takes the decision to terminate activities
  • if it is established that the association has not been pursuing the activities to achieve its statutory goals or has not been organized in line with its statute for over two (2) years without any interruptions or if the time that has elapsed has been double that specified by the statute for holding the assembly session and the session has not taken place
  • if the association’s activities have been banned.

The association’s liquidation shall take place when the association has enough financial means to meet all its liabilities.

The proposal for a liquidation procedure to be launched shall be submitted by the Registrator, except in the case whetn a status change has been made that, in accordance with the Law on Associations, has as its consequence the association’s termination

With the adoption of the decision to terminate the association through liquidation and with the appointment of the receiver in liquidation, the powers of the association’s bodies and its agent and proxy shall be terminated, except for the powers of the supervisory board if the association has any.

The association’s assembly shall be required to take a decision, within fifteen (15) days as of the date when it is established that the reasons exist for the association’s termination, to terminate the association by liquidation and the decision to appoint a receiver in liquidation and to forward such a decision to the Registrator within three (3) days as of the date of its adoption in the cases:

  • if the number of members declines below the number of founders required for its establishment and the association’s competent body fails to take a decision to admit new members within thirty (30) days
  • if the term for which the association has been established expires, when an association has been established for a definite period
  • if the association’s competent body takes the decision to terminate activities.

The association shall be required to publish previous mentioned decision in the Official Journal of the Republic of Serbia within three (3) days as of the date of its passage with a call addressed to its creditors to file their claims within thirty (30) days as of its publication date.

The opening of the liquidation procedure shall take effect as of (the moment of) the publication in the Official Journal of the Republic of Serbia.

The Registrator shall submit a proposal, within three (3) days as of the date of receipt of the notification or of learning and establishing that conditions have been fulfilled for the liquidation to proceed, for the liquidation procedure to be launched at the association’s cost and for the appointment of the receiver in liquidation in the following cases:

  • if the association’s agent shall inform the Registrator that the decision to open the liquidation procedure and appoint a receiver in liquidation is not taken or is not made public and within three (3) days as of the expiry of the term for its adoption or for making it public
  • where the association’s agent fails to inform the Registrator about the fact that conditions have been met for the liquidation procedure to take place
  • if it is established that the association has not been pursuing the activities to achieve its statutory goals or has not been organized in line with its statute for over two (2) years without any interruptions or if the time that has elapsed has been double that specified by the statute for holding the assembly session and the session has not taken place
  • if the association’s activities have been banned.

Entry of the liquidation in the Register

The authorization to act as the association’s agent shall be transferred to the receiver in liquidation at the date of opening the liquidation procedure. The decision of the association’s assembly on the association’s termination and the data on the receiver in liquidation shall be entered in the Register.

The association’s name shall include the mark “in liquidation”.

Procedure following the completed liquidation

The receiver in liquidation shall handle the association’s assets and properties left over after its creditors have been honored and tax liabilities settled in the way stipulated by this Law on Associations and the association’s statute.

After handing over the assets and properties to the recipients, the receiver in liquidation shall submit an application for the association to be deleted from the Register and shall accompany it with the report on the course of the liquidation and a statement indicating that all the assets and properties have been divided up in accordance with the law and the statute.

Shortened liquidation procedure

The association may be terminated under a shortened liquidation procedure if the majority of assembly members make a statement to the Registrator, after the decision on the association’s termination has been brought, that all the association’s tax liabilities and liabilities towards creditors have been honored and that all relations with the employees have been regulated. Any statement must include a sentence attesting that the signature(s) has (have) been certified in accordance with the law.

The members of the association’s assembly shall be held jointly and severally liable for the association’s commitments over a period of three years as of the date of the association’s deletion from the Register.

The association which is terminated under a shortened procedure shall be deleted from the Register, but an entry in the Register shall be made of the names and permanent places of residence and the names and head offices of the assembly’s members, which have made a previous mentioned statement, with a note of their joint and several liability for the association’s commitments.

Read more:
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Strike off of Company and Entrepreneur from the Register »

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