How do I dissolve and delete a private limited company?
If you no longer carry out commercial activity in the 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. You can delete the company by submitting a Coordinated Register Notification through Altinn.
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/liquidation board has to declare bankruptcy with the district court (Tingretten).
A private limited company is dissolved and deleted in two stages. First, the company must decide that it should be dissolved. The next stage is for the company 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 liquidation board, which is elected by the general meeting, 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 company is to be dissolved, and a liquidation board should be appointed. The general meeting must decide to delete the company when the dissolution period is over. This general meeting can only be held once the creditor deadline of six weeks has passed. In order 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, and the election of a liquidation board, must be enclosed with the notification. If new members are elected to the liquidation 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, and the elected liquidation board is then announced on the Brønnøysund Register Centre´s announcement page. Creditors can file their claims against the company to the chair of the liquidation board.
The creditor deadline of six weeks will commence on the date on which the announcement is published.
The dissolution period
In connection with the general meeting's decision to dissolve the company, they must also elect a liquidation board which will act in place of the board of directors and managing director during the dissolution period. The election applies for an indeterminate period of time, with a period of notice for dismissal of the liquidation board's members of three months.
During the dissolution period, the liquidation board must prepare a list of the company's assets and liabilities, and then prepare a balance sheet with a view to the dissolution. Both the list and the balance sheet must be audited. This also applies even when a private limited company has opted out of auditing.
The company's assets must be converted into cash. If you sell the assets during the liquidation of the company, you need to calculate VAT provided the company is liable to VAT. Any remaining assets not sold during the liquidation 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 Register of Business Enterprises must be notified of the deletion without unnecessary delay when the general meeting has approved the final, and audited, liquidation settlement. The easiest way to do this is via the form entitled 'Coordinated register notification' in Altinn.
Responsibility for obligations
If an enterprise simply "ebbs away" without any formal dissolution, unknown liabilities and obligations can arise. If the proper procedure to dissolve the enterprise is followed, someone will ultimately always be formally liable. 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 dissolution board 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.