The liquidator can be the previous director of the company or a professional person/firm what can manage the process and the court approves its appointment. The shareholders appoint and the court approves the liquidator in case voluntary liquidation and the court appoints the liquidator licensed by the competent authority in case of compulsory liquidation..
We manage voluntary liquidations for company, partnership, branch and trading agency of foreign entities in Hungary included the legal and accounting tasks, tax audit and archiving of the corporate documents for the compulsory period.
The liquidator represents the interests of all creditors and supervises the liquidation, which involves collecting and realizing the company’s assets, turning them into cash, discharging the company’s liabilities, and distributing any funds left over among the shareholders in accordance with the company’s constitution. After these steps have been carried out, the company is formally dissolved.
Voluntary liquidation refers to the process whereby the shareholders appoint a liquidator, who is then answerable to the creditors or shareholders. It is not necessary to make any application to the court for this; however, the liquidator may apply to the court for directions and the court has power to remove a liquidator. A voluntary liquidation may also by commenced by the board of directors if an event specified in the company’s constitution has occurred. Voluntary liquidation may be in one of two forms, depending on whether or not the company is solvent. If the company is solvent the shareholders can supervise the liquidation. However, if the company is insolvent, the creditors may take control of the liquidation process by applying to the court. The court will require proof of solvency or insolvency to determine this matter.
Procedure of the voluntary liquidation
- A liquidator is appointed by the company shareholders passing a resolution. The resolution should be filed to the court within 30 days after the signing. The resolution of the shareholders is published in the Gazette as well within 30 days after the filing. Depend of the complexity of the status of the company, the preparation of the documents for the filing takes 5 business days. The announcement of the resolution is published in the Gazette in general 5-10 days, but it can be 30 days.
- After the Gazette published announcement of the resolution of voluntary liquidation, the creditors have 40 days to report their claim to the liquidator.
- The liquidator collects the assets of the company (including uncalled capital; that is, amounts unpaid on shares) and pays the creditors in order of priority after the 40 days period.
- If the company paid all of the claimed debts, the liquidator is able to close the records, prepare the asset allocation proposal for the shareholders. Then the mentioned documents filed to the court, the court ask the tax authority for the approval of the cancellation of the company from the registry. The tax authority has to response within 90 days and able to start tax audit within 60 days after the announcement of the court.
- As soon as the tax audit is closed and the court received the approval form the tax authority. The company is then formally dissolved and the liquidator distributes any surplus funds to the shareholders.
- The accounting documents records of the companies have to be archived by the liquidator for 5 years.
The voluntary liquidation process last for between 5-6 months at least in practice, and it has to be finished within 36 month.
We help our client to prepare the mandatory report for the appointed liquidator in case of compulsor liquidation.