A court may dissolve a company on the statutory grounds under Section 68b of the Commercial Code, for example if its corporate bodies have not been appointed for more than three months or it is more than six months late in filing financial statements under Section 40(2). Failure to convene a general meeting is not in itself a separate ground for dissolution. Under Section 106, a shareholder guarantees obligations only up to the unpaid contribution shown in the register; any liability as a managing director or under personal security must be assessed separately.
Who is responsible for the company’s unfulfilled duties?
For an inactive company, a breach of duty must be distinguished from a statutory ground for dissolution. Under Section 68b of the Commercial Code, the grounds include corporate bodies remaining unappointed for more than three months or a delay of more than six months in filing financial statements under Section 40(2). Failure to convene a general meeting is not in itself a separate ground for dissolution. Ensuring proper accounting, submitting financial statements and convening general meetings are among the managing directors’ duties (Sections 135 and 135a).
Must a shareholder remedy the failures?
A shareholder as such has no statutory duty to remedy defects identified by the court. They need not personally file financial statements or save the company from removal where directors have failed. As to debts, a shareholder guarantees company obligations only up to their unpaid contribution recorded in the Commercial Register (Section 106). If the contribution is fully paid and its payment is recorded in the Commercial Register, the shareholder has no further exposure on that basis, and removal alone does not threaten private property or savings.
When does this not apply?
Watch for two situations. First, a shareholder who is also a managing director answers for breaches and damage in that capacity. Statutory representatives also face other consequences, such as disqualification. Second, if full payment of the contribution is not recorded in the Commercial Register, guarantee liability continues up to the unpaid amount. An inactive company should therefore be dealt with properly, rather than left to disappear through removal.
How to close matters properly
Where the business has reached its end, proper company liquidation is usually the clean solution instead of passively awaiting removal on the authority’s initiative. We oversee ordinary corporate matters and deadlines through our external legal department and handle filings through Commercial Register changes.
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.
