The liquidator shall publish a notice of the liquidation of a company 3 times, with at least a 30-day interval between publications in the daily indicated in the Articles of Association, or publish it once in the daily indicated in the Articles of Association and notify all the creditors of the company thereof in writing. The publication or notice must include all the particulars of the company referred to in Article 2.44 of the Civil Code.
Not later than on the first day of publication of the notice of the liquidation of a company, the liquidator must submit the documents confirming the decision to liquidate the company and the particulars of the liquidator to the manager of the Register of Legal Entities. When a company is being liquidated, the persons who subscribed but did not pay for the shares must make payments for the shares according to the procedure laid down in the share subscription agreement.
The subscribers may be relieved of their duty to pay the outstanding contributions by the amount of assets of the company in liquidation which would be allocated to them only where the grounds for the liquidation of the company is the invalidation of the company incorporation pursuant to Article 2.114 of the Civil Code and the company is able to satisfy its liabilities to the creditors.
A company in liquidation must first of all make settlement with its creditors according to the sequence of satisfaction of creditors' claims, as laid down in the Civil Code. After the settlement with the creditors, the accrued dividend shall be paid to the holders of preference shares with a cumulative dividend. The remaining assets of the company shall be allocated to the shareholders in proportion to the nominal value of the shares they own.
Any subsequently discovered assets of the company shall be distributed in the same manner. If different rights are attached to the shares of the company, this must be taken into account in the distribution of assets. The assets of the company may be distributed to the shareholders at least 2 months after the completion of all liquidation actions. In case of judicial disputes regarding the payment of company's debts, the assets of the company may not be allocated to the shareholders until the disputes are settled by court and settlement with the creditors is effected.
The decision to cancel the liquidation of a company may be adopted by the General Meeting which adopted the decision to liquidate the company or by court. The decision to liquidate the company may not be revoked if at least one shareholder received a share of assets of the company in liquidation. Documents confirming the decision to liquidate the company as well as to cancel the liquidation must be submitted to the manager of the Register of Legal Entities.
Powers of the Liquidator.
The liquidator shall have the rights and duties of the Board and the manager of the company. Only a natural person may be the liquidator and he shall be subject to the same requirements as those applicable to the manager of the company. In addition to other duties laid down in the Law on Companies and the Civil Code, the following functions shall be assigned within the competence of the liquidator:
1) to draw up the opening balance sheet at the start of liquidation;
2) to distribute the assets of the company remaining after the shareholders' settlement with the creditors of the company, and to draw up the documents of transfer thereof;
3) in case of liquidation of a public limited liability company which has listed shares, to apply to the Securities Commission for the delisting of shares;
4) to hand over the documents of the liquidated company for keeping according to the procedure laid down in the Law on Archives;
5) to draw up the liquidation statement of the company. The liquidation statement shall describe the process of liquidation and shall confirm the completion of all actions related thereto;
6) to submit the liquidation statement of the company and other documents necessary for the removal of the liquidated company from the Register to the manager of the Register of Legal Entities.
If the liquidation proceedings last longer than 12 months, the liquidator shall draw up the annual accounts and the liquidation report after the close of every financial year. The annual accounts and the liquidation report shall be approved by the General Meeting. Access to these documents must be granted to all shareholders and creditors.
