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Home›Companies›Dissolution and Liquidation
COMPANY LAW · COMMERCIAL REGISTRY
100% online process desde 800,00 €

Dissolution and liquidation of a company

Close your company properly and cancel its registry entry, without leaving open liabilities.

Ceasing to invoice is not the same as closing a company. A dormant but unliquidated company is still required to file taxes and accounts, and its directors may become personally liable for its debts if it is not dissolved in time. Proper closure has three phases: dissolution, liquidation with a final balance sheet, and extinction with cancellation of the registry entry.

✓Dissolution, liquidation and extinction handled in a single engagement
✓Prior analysis of the director's liability
✓Final liquidation balance sheet and shareholders' liquidation share
✓Cancellation of the registry entry
✓Deregistration with the tax authorities and final tax obligations
✓Deed execution by video call
Instant WhatsApp OR CALL US 930 485 101
ONLINE REQUEST
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Request: Dissolution and Liquidation
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Law 11/2023
The same legal validity as signing in person
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4,7 / 5
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< 2 h
Average response time to a request

When might you need it?

The most common cases for this procedure

End of business activity
The business comes to an end and the owners want to close it without leaving formal obligations pending.
Dormant company
A company inactive for years that keeps accumulating tax and accounting obligations.
Statutory ground for dissolution
Serious losses, paralysis of corporate bodies, or inability to fulfill the corporate purpose.
Group reorganization
Closing empty companies after a restructuring.
REQUIREMENTS FOR THIS PROCEDURE
✓Shareholders' resolution or occurrence of a statutory ground for dissolution (art. 363 LSC)
✓Appointment of a liquidator (usually the director themselves)
✓No outstanding debts, or their prior payment or deposit
✓Final liquidation balance sheet approved by the shareholders' meeting
✓Filing of annual accounts and deregistration with the tax authorities
DOCUMENTS YOU WILL NEED
01Dissolution resolution and appointment of liquidator
02Approved final liquidation balance sheet
03Statement of assets, liabilities and their allocation
04Outstanding annual accounts pending filing, if any
REGULATIONS: LSC arts. 360-400 LSC art. 367 (directors' liability for debts) Commercial Registry Regulation arts. 243-248 RD 1065/2007 (tax deregistration)

How does the process work?

From request to signed document, with no travelling

1 Closure assessment 2 Dissolution and liquidation 3 Final balance sheet and deed 4 Registry cancellation
1
Closure assessment
⏱ 2-5 days
We review debts, assets and outstanding obligations. If there is unpaid liability, insolvency proceedings may be required instead of liquidation.
2
Dissolution and liquidation
⏱ depends on the case
Dissolution resolution, appointment of liquidator, and liquidation operations.
3
Final balance sheet and deed
⏱ 30 min
Approval of the final balance sheet, distribution of the liquidation share, and execution of the extinction deed by video call.
4
Registry cancellation
⏱ 3-4 weeks
Recording of the extinction, cancellation of the registry entry, and deregistration with the tax authorities.

Clients who have already done it

Verified reviews of this service

4,7★★★★★
★★★★★ES
"Tenía una sociedad parada desde 2019 acumulando obligaciones. La cerraron entera, incluido el depósito de cuentas atrasadas y la baja censal."
Ea
Ex administrador
Comercio · Valencia
★★★★★ES
"Disolución, liquidación y extinción en una sola escritura. Me explicaron la fiscalidad de la cuota de liquidación antes de repartir."
Sú
Socio único
Consultoría · Madrid
★★★★★EN
"Closed two dormant subsidiaries after a restructuring. They flagged the director liability risk we were unaware of."
Gf
Group finance
Holding · Barcelona
★★★★★ES
"Nos dijeron claramente que con el pasivo que teníamos la vía era otra. Agradezco la honestidad en vez de cobrarnos un cierre inválido."
A
Administradora
Retail · Sevilla
★★★★★ES
"Necesitaba el trámite con urgencia y lo resolvieron en tiempo récord. El notario fue muy profesional y recibí el documento al día siguiente."
CR
Carmen R.
España
★★★★★EN
"Excellent service from start to finish. Everything was handled online and the signed document arrived within 24 hours. Highly recommended."
JW
James W.
Reino Unido
★★★★★ES
"Lo gestioné desde Buenos Aires sin viajar a España. Me guiaron paso a paso, incluso con el certificado digital. Todo claro y sin sorpresas."
MG
Mariana G.
Argentina
★★★★★FR
"Démarche réalisée entièrement en ligne depuis Paris. Équipe très réactive sur WhatsApp et notaire très professionnel. Impeccable."
SL
Sophie L.
Francia
★★★★★ES
"El proceso fue mucho más sencillo de lo que esperaba. Atención cercana por WhatsApp y presupuesto cerrado sin costes ocultos."
AM
Andrés M.
España
★★★★★DE
"Die Beurkundung wurde komplett online erledigt. Schnelle Terminvergabe, klare Anweisungen und das Dokument kam am nächsten Tag."
KB
Katrin B.
Alemania
★★★★★IT
"Pratica completata interamente online dall'Italia. Notaio disponibile e documento firmato in 24 ore. Servizio eccellente."
MT
Marco T.
Italia
★★★★★PT
"Tratei de tudo sem sair de Lisboa. Acompanhamento constante por WhatsApp e documento entregue no dia seguinte. Recomendo totalmente."
BS
Beatriz S.
Portugal
★★★★★ES
"Desde CDMX pensé que sería complicadísimo, pero salió a la primera. Videollamada puntual, notario clarísimo y precio cerrado."
GP
Gloria P.
México
★★★★★EN
"Handled from New York without flying to Spain. Clear instructions, fast scheduling and constant updates. Five stars."
SK
Sarah K.
Estados Unidos

Frequently asked questions

What is the difference between dissolution and liquidation?−
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.
What are the legal causes for mandatory dissolution?+
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.
How long does the complete process take?+
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.
What are liquidators and what functions do they have?+
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.
How much does it cost to dissolve and liquidate a company?+
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.
Can I dissolve the company if it has debts?+
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.
Is it necessary to call two meetings (dissolution and 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.
What happens to employees in case of dissolution?+
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.
Must the dissolution be published in the Official Commercial Registry Gazette?+
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.
Can an already dissolved company be reopened?+
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.
My company has been inactive for years, can I just forget about it?+
No. As long as the company exists, it must file Corporate Income Tax returns and submit annual accounts, and the Registry may close its file for non-compliance. In addition, a director who fails to dissolve a company that is subject to a statutory ground for dissolution may become personally liable for subsequent debts (art. 367 LSC).
Can I liquidate the company if I have debts?+
Liquidation requires paying creditors or depositing their claims. If liabilities exceed assets, insolvency proceedings are the proper route; liquidating while ignoring debts exposes the liquidator to personal liability. We will tell you honestly which scenario applies to you.
How long does it take to close a company?+
Between three weeks and several months, depending on whether assets need to be sold, contracts cancelled, or employment matters resolved. If the company is clean, it is fast.
What happens to any remaining money?+
It is distributed among the shareholders as a liquidation share, in proportion to their holdings, with the corresponding tax consequences under personal or corporate income tax. It should be calculated before distribution.
Can everything be done in a single deed?+
Yes, when there are no complex liquidation operations: dissolution, liquidation and extinction can be executed simultaneously in a single deed. This is the usual approach for companies with no activity or debts.
Do documents signed online have the same validity as those signed in person?+
Exactly the same. Law 11/2023 recognises the full legal validity of notarial documents executed by video call with a qualified electronic signature before a registered notary.
Do I need a digital certificate?+
Yes, to sign electronically you need a digital certificate or an electronic DNI. If you do not have one, we help you obtain it quickly before your appointment, with no additional handling fee.
Can I do it from abroad?+
Yes, the notarial video call works from any country. You only need a stable connection, your valid identity document and a digital certificate.
How much does this service cost?+
The quote includes the official notarial fees set by the Notarial Association plus our handling, fixed before you start and with no hidden costs. Request it with no obligation via WhatsApp or the form.
What if I have questions during the process?+
Our team supports you from start to finish via WhatsApp, phone or email, and the notary answers all your legal questions before signing.
Ready to get started?
Request information with no obligation: we will contact you within 2 hours.
WhatsApp 930 485 101