Dissolution, liquidation and winding-up of a company

Dissolution, liquidation and winding-up of a company is filed with Notario / Registro Mercantil provincial. With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €659 to €849. Official tasa (government fee): Notary 250-400 € for the deed + Registro Mercantil 60-100 € for registration.

We handle the 5 stages of the end of your company's life: the dissolution resolution (junta general, the general meeting of shareholders), the appointment of liquidadores (liquidators), the liquidation operations, the approval of the final balance sheet and the distribution of the liquidation share to the shareholders, and the public deed of extinction with cancellation at the Registro Mercantil (Commercial Registry). We automatically detect whether there is a statutory ground (losses, share capital below the legal minimum) or a voluntary one, we warn you about the joint and several liability of directors who failed to call the meeting within 2 months (art. 367 LSC, the Spanish Companies Act) and, if the company is insolvent, we redirect the matter to concurso de acreedores (insolvency proceedings).

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Estimated total cost: €659 to €849
Managora's fee: €422.29 (21% VAT incl.)
Tasa (official government fee): Notary 250-400 € for the deed + Registro Mercantil 60-100 € for registration. (suplido: paid to the authority on your behalf, no VAT)
Processing time: Agreeing the dissolution: 2 months from the date the ground arises (art. 367 LSC). Liquidation operations: no strict statutory deadline. Keeping the company books: 6 years from extinction (art. 397 LSC).
Where it is filed: Notario / Registro Mercantil provincial ↗
What you receive: Application

Cost breakdown: Our fee 349 € plus suplidos (disbursements paid on your behalf at exact cost): notary 250 to 400 € for the deed of extinction and registration at the Registro Mercantil of 60 to 100 €..

Dissolution, liquidation and winding-up of a company: how is it filed?

1Answer the questions in the chat (around 15-20 minutes).
2We identify the stage of the process, validate the ground, check the quorum and the majority, warn you about the liability of the directors and, if the company is insolvent, we redirect the matter to insolvency proceedings.
3Payment of 349 €.
4Signature of the mandate from your mobile.
5We coordinate everything with our commercial law team and the notary: drafting of the minutes, deed of dissolution, liquidation operations, final balance sheet, deed of extinction and cancellation at the Registro Mercantil. We notify the AEAT (Spanish Tax Agency), the Seguridad Social (Social Security), the bank and any other bodies.
6You receive the authorised copy of the deed and the nota simple confirming the cancellation.

Which documents do you need?

•Current articles of association and a full certificate from the Registro Mercantil.
•Annual accounts for the last financial year (they evidence the net equity if the ground is losses).
•Minutes of the dissolution meeting (signed).
•Detailed inventory of assets and liabilities as at the date the liquidation begins.
•List of creditors with the amounts outstanding.
•Final liquidation balance sheet + proposed distribution to the shareholders.
•DNI/NIE (Spanish identity document / foreigner identity number) of the liquidadores and the shareholders.
•If insolvent: petition for concurso de acreedores (insolvency proceedings) before the Commercial Court.

Legal basis and things to bear in mind

Grounds (art. 363 LSC): expiry of the term set in the articles, completion of the corporate purpose, impossibility of achieving the corporate object, paralysis of the corporate bodies, losses that reduce net equity below 50 % of share capital, share capital below the legal minimum (3.000 € for an SL / 60.000 € for an SA), voluntary resolution, ground set out in the articles.
Deadline under art. 367 LSC: 2 months from the date the ground arises to call the general meeting. Once that deadline has passed, the directors are JOINTLY AND SEVERALLY liable for the company debts arising after the ground came about.
Art. 364 LSC: if the company is insolvent, an ordinary liquidation is NOT the right route: it must file for concurso de acreedores (insolvency proceedings) within 2 months (Ley 22/2003 Concursal, the Insolvency Act).
Majorities: a simple majority where a statutory ground applies; a reinforced one (2/3 of the capital present, with attendance of at least 50 % at the first call) if the dissolution is voluntary (art. 199 LSC).
Liquidadores (art. 376 LSC): as a default rule they are the directors themselves. The general meeting may appoint different people.
The company's name becomes "X en liquidación" (in liquidation) until it is wound up.
Before the final balance sheet: all debts must be paid (or the amounts deposited with the court) and all receivables collected.
After cancellation: keep the books and documentation for 6 years (art. 397 LSC). Notify the deregistration to the AEAT (Modelo 036), the Seguridad Social, the bank, customers and suppliers.
Estimated cost: notary 250-400 € + Registro Mercantil 60-100 € (suplidos, disbursements). Our 349 € cover the 5 stages with our commercial law team.

Dissolution, liquidation and winding-up of a company: frequently asked questions

Dissolution, liquidation and winding-up of a company: how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is €659 to €849: Our fee 349 € plus suplidos (disbursements paid on your behalf at exact cost): notary 250 to 400 € for the deed of extinction and registration at the Registro Mercantil of 60 to 100 €.. Managora's fee is €422.29, 21% VAT included (€349.00 net + €73.29 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: Notary 250-400 € for the deed + Registro Mercantil 60-100 € for registration..

Dissolution, liquidation and winding-up of a company: how long does it take?

Agreeing the dissolution: 2 months from the date the ground arises (art. 367 LSC). Liquidation operations: no strict statutory deadline. Keeping the company books: 6 years from extinction (art. 397 LSC).

Dissolution, liquidation and winding-up of a company: which documents do I need?

You need to have to hand: Current articles of association and a full certificate from the Registro Mercantil., Annual accounts for the last financial year (they evidence the net equity if the ground is losses)., Minutes of the dissolution meeting (signed)., Detailed inventory of assets and liabilities as at the date the liquidation begins., List of creditors with the amounts outstanding., Final liquidation balance sheet + proposed distribution to the shareholders., DNI/NIE (Spanish identity document / foreigner identity number) of the liquidadores and the shareholders., If insolvent: petition for concurso de acreedores (insolvency proceedings) before the Commercial Court.. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Notario / Registro Mercantil provincial. You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Notario / Registro Mercantil provincial ↗.

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