The Liquidation Procedure Act of the Republic of Srpska regulates the procedure of shortened voluntary liquidation that is carried out over business entities in the Republic of Srpska. This procedure enables all owners of companies who want to terminate their business, and who meet the requirements prescribed by the Liquidation Procedure Act, to do so in a considerably faster and cheaper manner. The District Commercial Court, in whose area an entity is headquartered, is responsible for conducting a shortened voluntary liquidation procedure. The procedure is carried out based on the Decision on the liquidation of the business entity made by the founder of the company. The proposal to initiate the procedure is submitted by the founder of the company or its attorneys. Such proposal is supported by a set of prescribed documents, as it follows:
- Decision on the termination of a business entity through a shortened voluntary liquidation procedure, which is made by the competent corporate body determined in accordance with the law, i.e. the Articles of Incorporation or Articles of Association,
- Notarized Statement of the owner of the capital of the business entity that all obligations to creditors have been settled, including obligations to employees and their agreement to a shortened voluntary liquidation procedure,
- Excerpt from the Register, which is not older than 15 days from the date of submission of the proposal for the initiation of the shortened voluntary liquidation procedure,
- Certificate from the Tax Administration on settled direct tax liabilities, which is not older than 15 days from the date of submission of the proposal for the initiation of the shortened voluntary liquidation procedure,
- Certificate from the Indirect Taxation Administration on settled indirect tax liabilities, which is not older than 15 days from the date of submission of the proposal for the initiation of the shortened voluntary liquidation procedure,
- Certificate from the competent authority of the local self-government unit, on whose territory the headquarters of the liquidation debtor or business unit of the liquidation debtor is located, about the settled obligations towards the local self-government unit, which is not older than 15 days from the date of submission of the proposal for the initiation of the shortened voluntary liquidation procedure,
- Confirmation of the Central Bank of Bosnia and Herzegovina or the Banking Agency on the business accounts balance, which is not older than eight days from the date of submission of the proposal for the initiation of the shortened voluntary liquidation procedure,
- The last Financial Report prepared and presented in accordance with the law regulating accounting and auditing,
- Statement of the capital owner of the business entity on the list of assets with evidence, along with the proposal for the distribution of assets,
- Proof of funds paid in the name of the publication of the ruling on the opening and simultaneous conclusion of the shortened voluntary liquidation procedure in the “Official Gazette of the Republic of Srpska”,
- Document of the competent body of the business entity authorizing the person who will undertake actions and receive letters in the shortened voluntary liquidation procedure.
After the liquidation judge determines whether the conditions have been fulfilled, he issues a decision on the opening and simultaneous conclusion of the shortened voluntary liquidation procedure. The Decision is published on the court’s notice board and on the website of APIF (agency for intermediary, IT and financial services), while the Statement on the opening and simultaneous conclusion of the shortened voluntary liquidation procedure is published in the “Official Gazette of the Republic of Srpska”, with a note that the Decision is published in its entirety on the court’s notice board and the APIF website for a continuous period of 30 days. All individuals and legal entities who have a legal interest assert the right to appeal the Decision to the court of second instance, within 30 days from the date of delivery of the Decision.
If an appeal is filed against the decision, the liquidation judge delivers the appeal to the petitioner and the person authorized to receive the letters and submissions, with a note that they can settle outstanding obligations within 15 days from the day of receiving the appeal. If the mentioned persons settle all the obligations within the time limit, in that case, the liquidation judge rejects the appeal with proof of the settled obligations. If they do not act in this way, the liquidation judge issues a new decision that invalidates the decision on the opening and simultaneous conclusion of the shortened voluntary liquidation procedure in its entirety and suspends the shortened voluntary liquidation procedure and orders the Register to delete the record of the decision on the opening and simultaneous conclusion of the shortened voluntary liquidation procedure.
After the suspension of the shortened voluntary liquidation procedure, the liquidation judge invites the proposer to pay the required amount of fund in the name of an advance of costs, in order to open a regular liquidation procedure in accordance with the law, i.e. to open bankruptcy proceedings, if the conditions for this have been fulfilled. If the proposer pays an advance of costs, the liquidation judge issues a new decision opening the regular liquidation procedure, i.e. the bankruptcy procedure and orders the Register to enter a record on the opening of the regular liquidation procedure, i.e. the bankruptcy procedure.
The founder of the company, i.e. persons who have given a certified statement that all obligations to creditors have been settled, including obligations to employees, shall be jointly and severally liable for the obligations of the business entity for three years after deletion from the Register.
A company that terminates its activity through a shortened voluntary liquidation procedure is deleted from the Register where the following data have to be entered: personal names, unique registration number and address of the capital owner if it is a natural person, i.e. name, seat and registration number of the capital owner if it is a legal entity, with the entry of unlimited joint liability for the obligations of the deleted business entity, within a period of three years after the deletion of the business entity.
The liquidation mass is distributed to the capital owners of the business entity according to the participation in ownership, i.e. in accordance with the Decision on the distribution of the liquidation mass, upon the finality of the Decision on the opening and simultaneous conclusion of the shortened voluntary liquidation procedure.
Author: Sanja Djukic
E-mail: [email protected]
