Liquidation – limited companies
Closing a limited company that is able to pay its debts is called liquidation. There is voluntary liquidation (frivillig likvidation) and compulsory liquidation (tvångslikvidation).
Liquidation (likvidation) is the process of winding up a limited company by selling its assets in order to pay its debts. Possible surplus will be divided among its shareholders. Once the process has been completed the company will be struck off the company register and cease to exist.
The decision to put a limited company into liquidation must be taken by the shareholders at a general meeting. A certified copy of the minutes of the meeting must be attached to a liquidation application and sent to Bolagsverket. The minutes must state the date of the start of the liquidation process. The shareholders may choose to start the process at once, at the date of the general meeting, or at the latest the last day of the financial year-end.
A liquidator (likvidator) is the person in charge of the closing process. The limited company is liable to pay the liquidator’s fee, which can be quite substantial, and the shareholders may therefore suggest a liquidator. We decide if the suggested person is appropriate for the role or not. We will appoint a liquidator if we do not find the suggested person appropriate or if the shareholders have not suggested a person.
Notice - unknown creditors
When we have registered that the company has decided to go into liquidation, the liquidator shall send an application for summons to unknown creditors to Bolagsverket. Bolagsverket then publish the summons in the official gazette, Post- och Inrikes Tidningar. The unknown creditors must contact Bolagsverket within six months.
Completion of the liquidation process
It takes at least seven months before a liquidation process has been completed. We will strike off the company when the liquidator has submitted an application for completion with a final report on the liquidation process.
Compulsory liquidation is a situation when Bolagsverket or the court has decided that a limited company must go into liquidation. This can happen if the limited company has failed to fulfil its obligations such as filing the annual report to Bolagsverket or having an incomplete board of directors.
In this process a limited company lacks ability to affect the liquidation process. We will appoint a liquidator.
A limited company in a liquidation process must still submit the annual report. It must be clearly stated throughout the report that the limited company is in liquidation. Bolagsverket will impose penalties for late filing during the liquidation process.
You will find all our forms for liquidation under the header Likvidation on the page Blanketter aktiebolag (on our Swedish website).