Liquidation of a
limited liability company

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Liquidation of a limited liability company

A limited liability company can be dissolved by a decision at a general meeting to initiate voluntary liquidation. In voluntary liquidation, one or more liquidators are appointed by the Swedish Companies Registration Office (Bolagsverket). The liquidator is responsible for the sale of assets, payment of debts, and distribution of any surplus to the shareholders. The liquidator must notify unknown creditors by publishing a notice in the Official Swedish Gazette (Post- och Inrikes Tidningar) with a notice period of six months. The duration of the liquidation process depends on the actions required to wind up the company's operations. Liquidation typically takes between eight and twelve months.

Voluntary liquidation step by step:

  1. The general meeting resolves to initiate voluntary liquidation and subsequently applies to the Swedish Companies Registration Office (Bolagsverket) for registration of the liquidation resolution.
  2. The Swedish Companies Registration Office appoints a liquidator who replaces the board of directors and the CEO's role.
  3. The liquidator notifies unknown creditors. The notice period is six months.
  4. The outgoing board of directors shall submit a so-called final report.
  5. The liquidator manages the company's assets and sells assets as necessary.
  6. When the company's operations are wound up and the notice period for unknown creditors has expired, the liquidator presents the final report at the general meeting.
  7. The liquidator notifies the Swedish Companies Registration Office that the final report has been presented at the general meeting. The company is thereby considered dissolved.
  8. Surplus funds are distributed to the shareholders.

Our primary objective is to provide robust legal and strategic advice to our clients in their business endeavours. At DER Legal we have substantial experience in assisting companies with liquidation of operations.

Regardless of the scope and nature of the liquidation, we are always ready to meet the challenges our clients face head-on. By retaining DER Legal’s services, you not only gain access to our experience and expertise but also benefit from our personalized and dedicated approach. Throughout the process, we will keep you informed, guide you, and provide advice based on well-researched and strategic considerations. We offer diligence, energy, and results.

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