Liquidation of a Limited Liability Company in Slovakia in 2025

Liquidation of a company is a legally regulated process that allows for the termination of business operations in a transparent, safe, and legally compliant manner.

In the article How to dissolve a limited liability company, we provided information on the various ways of dissolving a limited liability company.

In this article, we will focus on dissolving a company through liquidation.

Liquidation involves properly settling the company’s liabilities, satisfying creditors, and fairly distributing the remaining assets among the shareholders. This article provides a practical overview of when liquidation is appropriate, how it proceeds, and the benefits it offers.

When to choose liquidation and what are its benefits?

Liquidation is a proper way to terminate company’s activities when the company is not insolvent, does not have more liabilities than assets, and has settled all tax and other public-law duties. Most often, it is a voluntary decision by the shareholders to cease business for reasons such as company inactivity or changes in business plans. However, if the company is unable to meet its obligations, bankruptcy or restructuring may be required instead of liquidation.

The main advantages of liquidation include:

Elimination of the obligation to pay the minimum tax (so-called “tax licence”) – after the liquidation is registered in the Business Register, the obligation to pay the minimum corporate income tax ceases, resulting in significant financial savings, especially if the company is inactive. The minimum tax ranges from €340 to €3,840 and depends on the taxpayer’s taxable income during the tax period.
Transparent and legal settlement of assets and liabilities – creditors have the opportunity to file their claims, and the remaining assets are fairly distributed among the shareholders.
Ending business without debts – this is a legally clean process that reduces the risk of future disputes or reputational issues, unlike various speculative sales of a problematic company to a third party, which could even be considered a criminal offence of fraudulent liquidation (§ 251b of the Criminal Code).
Protection of the company name and shareholders’ reputation – voluntary liquidation demonstrates that the company is ending its activities responsibly, which can be important for future business endeavours.

Liquidation thus represents an effective, safe, and financiallyadvantageous solution for companies that want to end their operations in aproper and orderly manner.

How does the liquidation of a limited liability company proceed?

In this section, we present the main steps required tosuccessfully complete the liquidation of a company.

1. Decision to dissolve the company

The general meeting adopts a resolution to dissolve the companywithout a legal successor and to place the company into liquidation. At thesame time, a liquidator is appointed – this can be a shareholder, managingdirector, or an expert appointed by our law firm. The liquidator is the personacting on behalf of the company with the goal of properly terminating itsoperations. While performing their duties, the liquidator must act withprofessional care in the best interests of the company and all its shareholdersand is liable for their actions in the same way as members of the company’sstatutory body.

2. Payment of the liquidation advance fee

Before the liquidation begins, an advance fee of €1,500 isdeposited into a notary deposit to cover liquidation costs. If the liquidatoris a shareholder or managing director acting without remuneration, the advancefee is fully refunded at the end of the process. In practice, this isessentially a refundable financial guarantee to ensure that the liquidationproceeds properly in accordance with the law.

3. Registration in the Business Register

A proposal to register the company’s dissolution and theappointment of the liquidator is submitted to the registration court. Thecompany officially enters liquidation at the moment the liquidator is enteredinto the Business Register. From this point on, the company is no longerrequired to pay the minimum tax (tax licence). The company name is supplementedwith the addition “in liquidation,” which serves to protect third parties andindicate the current legal status.

4. Publication in the Business Journal

The liquidator is obliged to promptly publish a notice of thecompany’s entry into liquidation in the Business Journal. At the same time, a noticeis issued for creditors and other entitled persons or authorities to submittheir claims and other entitlements. This notice provides creditors with aminimum of 45 days to submit their claims, which is a necessary condition forthe proper completion of the liquidation and the subsequent deletion of thecompany.

5. Extraordinary financial statement

An extraordinary financial statement is prepared as of the daybefore the company enters liquidation, providing an overview of the company’sassets, liabilities, and equity. This financial statement serves as a basis forassessing whether the company has sufficient assets to satisfy all creditors.If the liquidator identifies insolvency, they are obliged, without undue delay,to submit a proposal to declare bankruptcy.

6. Settlement of assets and liabilities

During liquidation, the liquidator performs key tasks, includingrecording claims in the list of receivables, identifying and realizing thecompany’s assets, paying off liabilities, and satisfying creditors’ claims inaccordance with their legal priority. The process also includes settling taxobligations, filing a tax return as of the liquidation completion date, andensuring the archiving of accounting documents.

7. Conclusion of liquidation

Once all obligations are fulfilled, the liquidator prepares:

a final report on the course of the liquidation,
an extraordinary financial statement as of the liquidation completion date,
a proposal for the distribution of the liquidation balance among the shareholders (if any assets remain after satisfying the creditors).

The liquidator promptly publishes the notice of the preparation of the financial statement, the final liquidation report, and the proposal for distribution of the liquidation balance in the Business Journal.

Subsequently, an extraordinary general meeting must be convened, where the shareholders approve the above documents.

8. Deletion of the company from the Business Register

After the final documents are approved by the general meeting and after the minimum six-month period from the publication of the notice of entry into liquidation has elapsed, the liquidator submits a proposal to delete the company from the Business Register. The company ceases to exist on the date of deletion.

What are the approximate costs of liquidating a limited liability company?

When liquidating a limited liability company, several costs should be considered:

Court fee for registering the liquidator in the Business Register – currently €50.
Accounting services for preparing the necessary financial statements – usually from €75 per statement.
Certification of signatures on required documents – approximately €20.
Notary deposit for the liquidator’s advance fee – from €65.
Fee of our law firm– starting from €400 (depending on the complexity of the case).

A special cost is the liquidator’s remuneration, for which the shareholder deposits an advance fee of €1,500 into a notary deposit. As mentioned above, this amount is refunded to the shareholder if they decide to act as the liquidator personally, so it is not considered a true liquidation cost.

Do you need help with company liquidation?

Since liquidation involves multiple legal, accounting, and administrative steps that must be carried out in a precise order and within statutory deadlines, it is important to approach the process carefully. Properly prepared documents and adherence to procedures are key to a fast and trouble-free closure of the company’s operations.

Our law firm provides comprehensive legal advice and assistance throughout the entire process – from the initial decision to dissolve the company to its deletion from the Business Register. We handle all formalities to ensure that the entire process runs smoothly, without unnecessary delays or complications.

Our law firm will provide you with:‍