Just like opening a company, closing it is also a bureaucratic process. Whether it is in the interest of the partners or due to economic difficulties, the closure of a company must comply with certain rules set out in legislation. In most cases, it is mandatory to appoint a liquidator to carry out the process. This is a service that Pryor Global provides to its clients and which we will talk about later.
Liquidation is the intermediary process between dissolution and extinction, and its purpose is to state the company’s assets and rights, as well as to pay its debts. The dissolution of the company is the situation, described in the law or determined by the articles of association or even by the will of the partners, for the company to cease its activities.
Dissolution makes it possible for the company to subsist during the liquidation process, as well as allowing time for the appointment of a liquidator.
The difference between dissolution and liquidation is that the former orders the latter. Dissolution and liquidation cannot be carried out all at once. Likewise, there can be no dissolution without liquidation.
This situation describes voluntary liquidation, but it is also possible for a company to be liquidated judicially. When it encounters difficulties that it cannot overcome and its recovery is clearly impossible, it is mandatory to proceed to a judicial liquidation. This procedure is usually longer because it takes place under the supervision of a judge.
The liquidator appointed by the company ensures that the liquidation process is carried out properly, presenting the accounts for the conclusion of the liquidation. As described in Law 6,404/76, Art. 210, the duties of the liquidator are:
a) Complete the company’s business, state the assets, settle the liabilities, and share the
remaining among shareholders.
b) Demand from the shareholders, when the assets are not sufficient to settle the liabilities, the payment of their shares.
c) Call a general meeting, in the cases provided for by law or when it deems necessary.
d) At the end of the liquidation, submit a report of the acts and operations to the general meeting settlement and its final accounts.
e) File and publish the minutes of the general meeting that ended the liquidation.
Finally, the termination of the CNPJ (National Register of Legal Entities) must be requested, which can be done through the FR (Federal Revenue) website.
Here at Pryor Global, we help companies in the process of closing their activities by acting as liquidators. We also support our foreign clients with the dissolution of the branch in the country. Schedule a conversation with us!