Dissolution and liquidation of companies: notarial procedures in Spain

Dissolution is the agreement to cease activities and enter the closure phase. Liquidation is the subsequent process of selling assets, paying debts, and distributing remaining assets among partners. First dissolution occurs, then liquidation.

Main causes: losses reducing net equity below half of capital, cessation of activity for more than one year, manifest impossibility of corporate purpose, paralysis of corporate bodies, capital reduction below legal minimum, expiration of statutory term.

From the dissolution meeting to registry cancellation, the process usually takes between 4 and 6 months minimum. The law requires a minimum liquidation period of 3 months. The actual timeframe depends on the complexity of assets and debts.

Liquidators are the persons designated to manage the company during liquidation. Their functions: prepare inventory, collect credits, sell assets, pay debts, settle taxes, prepare final balance sheet, and distribute remainder among partners.

The cost includes notary fees for two deeds (dissolution and liquidation, €100-300 each), Commercial Registry fees (€80-200), publications if necessary (€50-100), tax settlements, and our management fees. Request a quote.

Yes, but liquidators must pay creditors with available assets before distributing anything among partners. If there are insufficient assets to pay debts, insolvency proceedings may be necessary instead of ordinary liquidation.

Yes, generally two meetings are required: the dissolution meeting that agrees to close and appoints liquidators, and the liquidation meeting (months later) that approves the final balance and asset distribution among partners.

Employment contracts must be terminated. Employees are entitled to severance for objective dismissal (20 days per year) or collective dismissal. Liquidators must settle labor debts before distributing assets among partners.

Yes, both dissolution and liquidation are automatically published in the Official Commercial Registry Gazette when registered in the Commercial Registry. This gives publicity to creditors and third parties about the company's liquidation status.

Yes, as long as the final liquidation has not been registered, the company can be reactivated through a reactivation meeting resolution, provided that no more than three years have passed since dissolution and the reactivation causes are justified.