How do I dissolve and delete a private limited company?
If you no longer carry out commercial activity in the limited company, it might be best to delete it. Until you complete the deletion of the company, the authorities will assume that your enterprise is active, and you are required to submit statutory reports.
A condition for executing the dissolution process described here is that there are assets to cover the company's obligations. If the company is insolvent at the time of dissolution, the Board of directors has to declare bankruptcy with the district court (Tingretten).
A private limited company is dissolved and deleted in two stages. First, the general meeting must decide that it should be dissolved. The next stage is for the general meeting to approve the deletion. In both stages, a notification must be sent to the Register of Business Enterprises. The time between these two stages is normally called the 'dissolution period', during which the Board of directors, must prepare for the dissolution of the company.
The dissolution period cannot be less than six weeks and should normally be no longer than 12 months.
In short, the following steps must be followed:
The general meeting must first rule that the limited company is to be dissolved. After the dissolution period is over, the general meeting must approve the liquidation balance sheet and decide to delete the company. This general meeting can only be held once the creditor deadline of six weeks has passed. For the decision to be valid, the general meeting must support the dissolution and deletion with a majority of at least two thirds, both amongst the votes cast and amongst the share capital represented at the general meeting.
Notify the Brønnøysund Register Centre of the dissolution
You must notify the Brønnøysund Register Centre of the decision to dissolve the company by submitting the form entitled 'Coordinated register notification'. The minutes from the meeting showing the decision to dissolve, must be enclosed with the notification. If new members are elected to the board, these must confirm that they take on the assignment. They do this by signing the form Coordinated register notification. The decision to dissolve the company is then announced on the Brønnøysund Register Centre´s announcement page. Creditors can file their claims against the company to the chair of board.
The creditor deadline of six weeks will commence on the date on which the announcement is published.
The dissolution period
The board of directors are responsible for the dissolution of the company. During the dissolution period, the board of directors must prepare a list of the company's assets and liabilities, and then prepare a balance sheet with a view to the dissolution. Companies with an auditing obligation must have their final accounts audited, but companies without an auditing obligation is not required to have the final accounts audited.
The company's assets must be converted into cash. If you sell the assets during the dissolution of the company, you need to calculate VAT provided the company is liable to VAT. Any remaining assets not sold during the dissolution is considered distribution of assets to the shareholders, and VAT should be calculated on the value of these assets.
Any remaining equity must be distributed amongst the shareholders. This can be done no earlier than six weeks after the dissolution is announced.
Report to the Tax Administration
The company must request advance Tax assessment via the tax return. The tax return is submitted when the dissolution is completed (when all obligations are settled, all assets are liquidated, and profit/loss are accounted for).
Companies liable to VAT are required to submit the VAT return.
The Shareholder Register Statement (RF-1086) should be submitted at the same time as the tax return.
Notify the Brønnøysund Register Centre of the deletion
The first step is to notify the Register of Business Enterprises must be notified of the deletion without unnecessary delay when the general meeting has approved the final, and audited, dissolution settlement. The easiest way to do this is via the form entitled 'Coordinated register notification' in Altinn. In connection with the deletion, the final Annual accounts must be submitted to the Register of Annual Accounts.
Responsibility for obligations
If an enterprise simply "ebbs away" without any formal dissolution, unknown liabilities and obligations can arise. A proper dissolution procedure will clarify who is formally responsible for the company´s obligations. The shareholders are liable for claims against the company, limited to the amount the shareholders have received as distribution of assets in connection with the dissolution.
Retention of accounting documents
The Bookkeeping Act´s requirement to retain accounting documents for 5 years also apply after the company is deleted. The Board of directors is responsible for compliance with this requirement.
How much will it cost?
To submit notice of the dissolution and deletion of a company is free of charge.