You have time, and quite a lot of it. Article 2.70(3) of the Civil Code (CK) gives three months from the date on which the notice of the intended initiation of liquidation is sent or publicly announced to file the missing documents. If nothing is filed within those three months, the status \u201cliquidation being initiated\u201d is entered in the register \u2014 and then, under Article 2.70(5) CK, you have one more year from acquiring that status to have the liquidation revoked. The company does not disappear next week. But one part of this story really is serious, and it is described below.<\/p>\r\n
The Civil Code lists several grounds. Four come up most often.<\/p>\r\n
There is also a separate ground relating to the registered office \u2014 Article 2.70(1)(3) CK: the legal entity's registered office has not been stated in the register for more than six months. What the registered office problem looks like in practice is described immediately below.<\/p>\r\n
First \u2014 the accountant changed.<\/strong> The company is operating, invoices are being issued, staff are working. A gap was left between two accountants, the set of annual financial statements was not filed, and nobody sent a reminder. Twelve months later the notice arrives. The client calls convinced there has been a mistake, because the company is obviously alive. There is no mistake: the ground is a document that was not filed, not an absence of activity.<\/p>\r\n Second \u2014 the registered office address.<\/strong> The landlord terminated the lease, the company moved, and the old address stayed in the register. Letters go to premises the company has left. The first letter the company actually sees is already the liquidation notice \u2014 and by then the first three-month time limit is already running or has expired. So when you receive such a notice, first check the registered office address shown in the register: if it is wrong, you have probably missed not one letter but several.<\/p>\r\n We hear this question every time, and the answer may be yes.<\/p>\r\n Article 2.70(8) CK provides that no liquidator is appointed where liquidation is carried out on the registrar's initiative. This means there is nobody to collect the assets, settle with creditors and close the accounts. The process simply deletes the company from the register.<\/p>\r\n Article 2.70(6) CK provides that creditors have the right to bring an action for performance of the debtor's obligations or for the opening of insolvency proceedings within a one-year limitation period.<\/p>\r\n And Article 2.70(9) CK is the provision almost nobody knows about: for three years, the members of a legal entity that has ceased to exist are jointly and severally liable and must compensate the damage the creditors suffered because the legal entity was liquidated on the registrar's initiative as a result of the members' bad-faith actions. Jointly and severally means that a creditor may claim the whole amount from any one of the members.<\/p>\r\n A practical conclusion follows. Where the company is to be closed anyway, voluntary liquidation is usually a safer route for the CEO and the shareholders than letting the register do it on its own. A voluntary process has a liquidator, a settlement with creditors and a documented end to the process. A process on the register's initiative has none of these, while the three-year liability risk for the members' bad-faith actions remains.<\/p>\r\n The third option \u2014 doing nothing \u2014 is also a decision. It costs the least today and the most over the next three years.<\/p>\r\n Send us the notice you received and the company's registration code. We will tell you which ground has been applied, how much time is left and which route is cheaper in your case. The first assessment is free of charge.<\/p>\r\n Tel. +370 5 212 1506, email info@linden.lt<\/p>\r\n\u201cWill anyone be liable for the company's debts?\u201d<\/h2>\r\n
What to do now<\/h2>\r\n
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How to start<\/h2>\r\n