Deletion from the commercial register

What it means

Deletion from the commercial register is the final step in a company ceasing to exist. Once the deletion is registered, the company legally ends and ceases to be a legal entity. Before that it must be dissolved and its assets and liabilities settled, usually by liquidation, bankruptcy or transfer to a successor.

In a liquidation, the liquidator files the application for deletion once the liquidation is complete and the final financial statements and the proposal for distributing the liquidation balance have been approved. In a dissolution without liquidation, such as a merger, the company ends on deletion and its assets pass to the successor.

The application for deletion must be accompanied by the tax office’s consent, confirming that the company has no tax arrears and has met its obligations. Without it, the registry court will not delete the company.

How it works in practice

When winding up a company we prepare a timetable of all steps: liquidation balance sheet, notices to creditors, VAT deregistration, deregistering employees, cancelling trade licences, the final tax return and the request for the tax office’s consent. The order matters, because the steps depend on each other.

After deletion the company can sign and pay nothing. Before filing we therefore check that bank accounts, contracts, insurance policies and all payments are closed. Assets or liabilities discovered later can lead to a supplementary liquidation.

The accounting records of a dissolved company must be kept for the statutory periods. We therefore agree with the client in advance who will look after the archive and where it will be kept so that it is available for any inspection.

What to watch out for

A company that is simply left unused without being properly dissolved still exists and still has obligations: filing returns and financial statements and paying fees. Failure to comply can lead to fines, and a court may dissolve it on its own motion, exposing directors to liability and disqualification.

The tax office’s consent is not a formality. Before granting it the office may start an audit, and any arrears found must be paid. We therefore recommend starting on the documents and settling taxes well in advance.