Liquidator

The liquidation of a company shall be conducted by liquidators. These are the persons who conduct the company’s business during the liquidation, represent the company (legal representatives of the company in liquidation) and they are responsible for the legality of operations of the company.

The Companies Act regulates the appointment and removal of the liquidators, as well as their rights, duties and responsibilities.

Appointment and Removal of the Liquidator

A company appoints a liquidator in the decision on initiating liquidation. The decision on initiating liquidation shall be made Continue reading Liquidator

Tax aspect of liquidation of companies

Tax aspect of liquidation of companies have their own specific characteristics in relation to the general corporate tax regime.

The most common tax questions which arise regarding the tax aspect of liquidation of companies are:

  • assessment of tax on corporate profit of companies in liquidation and
  • tax treatment of payments of the liquidation surplus.

Assessment of tax on profit of companies in liquidation

Generally according to the provisions of Article 34 of the Corporate Profit Tax Law, taxpayer’s profit in the process of liquidation shall be taxed in accordance with that law. Continue reading Tax aspect of liquidation of companies

Status changes according to the Law on Business companies – concept and types

Concept of a Status change:
A company in a status change – the transferring company reorganizes itself to the effect that it transfers assets and obligations to another company – the recipient company, while its members acquire shares, i.e. stocks in that company.

The essence of the status change is manifested in the following two important elements:

  • transfer of assets and obligations – without the transfer of assets and obligations from one company to another status change does not exist. This is achieved by universal or singular succession.
  • proportional conversion of stocks and shares – All members of the transferring company acquire shares, i.e. stocks in the recipient company pro rata to their shares, i.e. stocks in the transferring company, unless:
    – each member of the transferring company agrees that the status change establishes a different ratio for such conversion of shares, i.e. stocks, or
    – a member of the transferring company who dissented from the decision on status change exercises his right to payment instead of the acquisition of shares, i.e. stocks in the recipient company, whereas the buy-back price of his stocks is determined by the decision on status change Continue reading Status changes according to the Law on Business companies – concept and types