Liquidation begins with the shareholders’ decision to dissolve the company and appoint a liquidator. Before registration of the liquidator, a €1,500 advance must be deposited with a notary. The company enters liquidation when the liquidator is registered in the Commercial Register, and liquidation cannot end earlier than six months after the entry notice is published. Tax arrears or a tax audit extend the period by another six months. If the company is over-indebted, the liquidator must petition for bankruptcy. A smooth process takes roughly nine to twelve months.
The company has completed its contracts and the shareholders agree not to continue. One final step remains: removing the company from the Commercial Register without leaving outstanding liabilities or risks for shareholders and the managing director. Liquidation has a statutory sequence and minimum duration, so plan it before signing anything.
From the dissolution decision to registration of the liquidator
The general meeting decides to dissolve the company with liquidation. Shareholders normally appoint the liquidator in the same decision (Section 71(1) of the Commercial Code). The liquidator may be an insolvency administrator or another consenting person eligible to be a managing director; most often, it is the existing director. Before the liquidator is registered, the company must place a liquidation advance in notarial escrow (Section 75(1)) of €1,500 (Section 3 of Decree No. 193/2020 Coll.), used for the liquidator’s remuneration and expenses. The company enters liquidation only when the liquidator is entered in the Commercial Register (Section 70(3)). It then adds “v likvidácii” (“in liquidation”) to its name. The managing directors’ powers pass to the liquidator to the extent prescribed by law, and previously granted powers of attorney and procurations terminate, except for powers of attorney granted for representation in court proceedings (Section 75b(2)).
Notice to creditors and the first lists
The liquidator promptly notifies known creditors and publishes an invitation to lodge claims in the Commercial Bulletin (Section 75c). The initial list of lodged claims reflects the position 45 days after publication. Within 30 days of preparing it, the liquidator files it in the collection of documents together with the asset list (Section 75e). Extraordinary financial statements are prepared as at the day before entry into liquidation. The liquidator then realises assets, collects receivables and pays creditors progressively.
Why the company cannot disappear in less than six months
The law sets the minimum duration:
As at the end of liquidation, but no earlier than six months after notice of the company’s entry into liquidation, the liquidator prepares financial statements, a final report on the liquidation and a proposal to distribute the remaining liquidation proceeds among those entitled to them.
— Section 75j(1) of the Commercial Code, unofficial translation
If the company has tax arrears or is undergoing a tax audit, the period is extended by another six months (Section 75j(2)). The prepared documents are deemed approved unless the shareholders decide otherwise within 60 days of publication of the completion notice. Remaining proceeds are paid to shareholders only after all known creditors are satisfied. Entitlements and proportions are explained in a share of liquidation proceeds. The liquidator then applies to remove the company, attaching the approved documents and, where the period was extended, a declaration that no tax arrears exist. The company ceases to exist on removal from the Commercial Register. A smooth process therefore takes roughly nine to twelve months from the dissolution decision.
Where liquidation tends to stall
Debts are the most common obstacle. If the lists show liabilities exceeding assets, the liquidator has no choice:
If the liquidator discovers that the company is over-indebted, they must petition for bankruptcy without undue delay, unless bankruptcy proceedings or bankruptcy against the company have already ended for insufficient assets.
— Section 75h of the Commercial Code, unofficial translation
Liquidation then turns into bankruptcy, with its own rules and a substantially longer duration. Clarify liabilities before the dissolution decision. A tax audit or a creditor refusing to accept payment can also delay matters. For a known creditor who refuses payment, the liquidator deposits it in notarial escrow. Removal does not close the company’s history forever: if further assets emerge, the court may order supplementary liquidation within four years. We discuss shareholder liability after the company ends in removal of an s.r.o. and claims against its shareholders.
How we can help
We manage the process from dissolution decision to removal through our company liquidation service. We prepare the shareholder decision and supporting materials through our general meeting service, while s.r.o. corporate documentation keeps the liquidation documents coordinated. If you are still deciding whether liquidation makes sense, contact us before dissolving the company. We also advise on the choice between liquidation and selling the company.
This answer provides general information on the law as at 10 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
