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Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up)

Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up) 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. What we charge you: from €850. Official tasa (government fee): Notary fees of 300-650 € per deed + Registro Mercantil fees of 100-150 € per registration (400 to 800 € in total).

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We handle the 5 phases of your company's end of life: dissolution agreement (general meeting), appointment of liquidators, liquidation operations, approval of the final balance sheet and distribution of assets to shareholders, and the public deed of winding-up with cancellation in the Registro Mercantil. We automatically detect whether there is a legal cause (losses, capital below the legal minimum) or a voluntary one, warn about the joint and several liability of directors who failed to call a meeting within 2 months (art. 367 LSC) and, in the event of insolvency, refer the matter to insolvency proceedings.

Practical guide: Close an SL: dissolve and liquidate a limited company. Requirements, deadlines and the steps, explained.

What we charge you
from €850
Managora's fee
€850.00 (21% VAT incl.)
Tasa (official government fee)
Notary fees of 300-650 € per deed + Registro Mercantil fees of 100-150 € per registration (400 to 800 € in total).
Processing time
Agreeing on dissolution: 2 months from the cause (art. 367 LSC). Liquidation operations: no strict legal deadline. Keeping books: 6 years from winding-up (art. 397 LSC).
Where it is filed
Notario / Registro Mercantil provincial ↗
What you receive
Application

Cost breakdown: Our fee starts from 850,00 € (including 21% VAT). Our fee does NOT depend on the value of the company, but on the complexity of the closure: Simple Closure 850 €, when it is a limited company, there are no outstanding creditors, the directors themselves act as liquidators, the dissolution is not due to losses and the assets to be distributed do not exceed 50.000 €; Medium Closure 1.235 €, when ONE of these circumstances applies: there are debts to be paid or deposited, it is a public limited company (SA), different liquidators are appointed, the cause is losses or the assets to be distributed exceed 50.000 €; and Complex Closure 1.700 €, when TWO or more of the above apply, or the company is a cooperative or another form with its own regulations, or the assets to be liquidated exceed 300.000 €. The level is decided by your answers, not by you, and you will see the exact amount before paying. Apart from this, there are suplidos (disbursements): notary fees of 300 to 650 € for the deed of dissolution, liquidation and winding-up and registration in the Registro Mercantil of 100 to 150 €, which total between 400 and 800 € depending on the pages, copies and the beneficial ownership certificate; and the Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados under its corporate transactions modality, which is 1 % of what is distributed to the shareholders as a liquidation share, paid by the shareholder and not the company..

Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up): how is it filed?

  1. 1Answer the chat questions (around 15-20 minutes).
  2. 2We detect the stage of the process, validate the cause, check quorum and majority, warn about directors' liability and, in the event of insolvency, refer the matter to insolvency proceedings.
  3. 3Payment of the fee corresponding to the complexity of the closure: 850,00 €, 1.235,00 € or 1.700,00 € (including 21% VAT). We calculate it based on your answers and you will see the exact amount before paying.
  4. 4Sign the framework mandate from your mobile phone.
  5. 5We coordinate with a commercial lawyer and the notary: drafting of minutes, deed of dissolution, liquidation operations, final balance sheet, deed of winding-up and cancellation in the Registro Mercantil. We notify the AEAT, Seguridad Social, bank and other bodies.
  6. 6You receive the authorised copy of the deed and the cancellation note simple.

Which documents do you need?

  • •Current bylaws and literal certificate from the Registro Mercantil.
  • •Annual accounts for the last financial year (proving net equity if the cause is losses).
  • •Minutes of the dissolution meeting (signed).
  • •Detailed inventory of assets and liabilities as of the start date of the liquidation.
  • •List of creditors with outstanding amounts.
  • •Final liquidation balance sheet + proposed distribution to shareholders.
  • •DNI/NIE of the liquidators and shareholders.
  • •In case of insolvency: application for insolvency proceedings before the Commercial Section of the Tribunal de Instancia.

Legal basis and things to bear in mind

  • Causes (art. 363 LSC): expiry of the term in the bylaws, completion of the corporate purpose, impossibility of achieving the purpose, deadlock of corporate bodies, losses reducing net equity below 50 % of the share capital, capital below the legal minimum (1 € for SLs since Law 18/2022 / 60.000 € for SAs), voluntary agreement, cause set out in the bylaws.
  • Deadline under art. 367 LSC: 2 months from the cause to call a general meeting. After this deadline, directors are JOINTLY AND SEVERALLY liable for corporate debts arising after the cause.
  • Art. 364 LSC: if the company is insolvent, ordinary liquidation is NOT appropriate; instead, an application for insolvency proceedings must be filed within 2 months (under Ley 22/2003 Concursal).
  • Majorities: simple majority if there is a legal cause; qualified majority (2/3 of the capital attending with attendance of at least 50 % on first call) if voluntary (art. 199 LSC).
  • Liquidators (art. 376 LSC): by default, these are the directors. The general meeting may appoint different ones.
  • The company name changes to "X en liquidación" until winding-up is complete.
  • Before the final balance sheet: pay all debts (or deposit them) and collect all receivables.
  • After cancellation: keep books and documents for 6 years (art. 397 LSC). Notify the AEAT (form 036), Seguridad Social, bank, clients and suppliers of the closure.
  • Estimated cost: notary fees of 300-650 € + Registro Mercantil fees of 100-150 € (suplidos, 400 to 800 € in total). Our fee covers all 5 stages with a commercial lawyer and depends on the complexity of the closure: 850 €, 1.235 € or 1.700 € (including VAT).
  • Insolvency does NOT make the file more expensive: art. 364 LSC and art. 5 TRLC close the ordinary liquidation and the matter is referred to insolvency proceedings.

Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up): frequently asked questions

Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up): how much does it cost?

We charge you from €850: our fee plus, where applicable, the fixed official tasa we advance. Our fee starts from 850,00 € (including 21% VAT). Our fee does NOT depend on the value of the company, but on the complexity of the closure: Simple Closure 850 €, when it is a limited company, there are no outstanding creditors, the directors themselves act as liquidators, the dissolution is not due to losses and the assets to be distributed do not exceed 50.000 €; Medium Closure 1.235 €, when ONE of these circumstances applies: there are debts to be paid or deposited, it is a public limited company (SA), different liquidators are appointed, the cause is losses or the assets to be distributed exceed 50.000 €; and Complex Closure 1.700 €, when TWO or more of the above apply, or the company is a cooperative or another form with its own regulations, or the assets to be liquidated exceed 300.000 €. The level is decided by your answers, not by you, and you will see the exact amount before paying. Apart from this, there are suplidos (disbursements): notary fees of 300 to 650 € for the deed of dissolution, liquidation and winding-up and registration in the Registro Mercantil of 100 to 150 €, which total between 400 and 800 € depending on the pages, copies and the beneficial ownership certificate; and the Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados under its corporate transactions modality, which is 1 % of what is distributed to the shareholders as a liquidation share, paid by the shareholder and not the company.. Managora's fee is €850.00, 21% VAT included (€702.48 net + €147.52 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: Notary fees of 300-650 € per deed + Registro Mercantil fees of 100-150 € per registration (400 to 800 € in total)..

Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up): how long does it take?

Agreeing on dissolution: 2 months from the cause (art. 367 LSC). Liquidation operations: no strict legal deadline. Keeping books: 6 years from winding-up (art. 397 LSC).

Disolución, liquidación y extinción de sociedad (company dissolution, liquidation and winding-up): which documents do I need?

You need to have to hand: Current bylaws and literal certificate from the Registro Mercantil., Annual accounts for the last financial year (proving net equity if the cause is losses)., Minutes of the dissolution meeting (signed)., Detailed inventory of assets and liabilities as of the start date of the liquidation., List of creditors with outstanding amounts., Final liquidation balance sheet + proposed distribution to shareholders., DNI/NIE of the liquidators and shareholders., In case of insolvency: application for insolvency proceedings before the Commercial Section of the Tribunal de Instancia.. 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 ↗.

Managora Gestion SL (company number B88823893) is a private company. We are not Notario / Registro Mercantil provincial, we are not affiliated with, authorised or endorsed by any public authority, and this website is not an official government portal. What you pay on this page is our fee for preparing, signing and filing the procedure on your behalf: it is separate from the official tasa, which where applicable belongs to the authority and is shown to you separately. You can carry out this procedure yourself, directly with Notario / Registro Mercantil provincial.

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