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Procedure of dissolution & winding up of an S.A. company

Iason Skouzos - TaxLaw > Practice Areas  > Company Law  > Procedure of dissolution & winding up of an S.A. company

Procedure of dissolution & winding up of an S.A. company

An S.A. company can be dissolved, by a decision of its shareholders, which shall be taken with the increased majority percentages specified by the Articles of Association of the company or the Law 2190/1920. It is notable that the company after the decision for the dissolution enters the stage of the winding up and continues to exist for a time-period, but only for the purpose of accomplishment of the winding up procedures.

In brief, the procedure in order for an S.A. company to be dissolved and continue existing under the winding up status, include the following steps:

1. Drafting the Minutes of the Shareholders’ Meeting, by which the dissolution of the company is decided. Furthermore with the same decision the liquidators of the company’s assets are appointed.

2. Filing the Minutes of the Shareholders’ Meeting before the Prefecture of Athens, after paying the publication fees and publication to the Government Gazette.

3. The approval of the dissolution from the Prefecture of Athens together with a copy of the Minutes of the Shareholders’ Meeting and a declaration of termination of company’s productive activity must be submitted before the competent Tax Authority. The above Tax Authority will also ratify company’s books.

At the winding up status:

4. The liquidators will make a registry of company’s assets before the winding up, and a balance sheet should be composed and submitted to the Prefecture of Athens to be published to the Government Gazette. The above should also be done at the end of the winding up. Before any publication of a balance sheet Minutes of the Shareholders’ Meeting should be drafted and co-filed to the Prefecture of Athens.

5. In the mean time the liquidators are entitled to proceed in any action necessary such as collecting receivables and other claims, paying company’s debts etc. in order to settle company’s affairs.

At the end of the liquidation and winding up process

6.  Minutes of the Shareholders’ Meeting verifying the termination of the process and the Minutes of the Liquidators’ Meeting are drafted and submitted to the Prefecture of Athens to be published to the Government Gazette

7. The approval from the Prefecture of Athens of the termination of winding up process, together with a copy of the Minutes of the Liquidators’ Meeting and a declaration of final termination of company’s existence must be submitted before the competent Tax Authority. The above Tax Authority will also close company’s books.

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