Republic of Slovenia

Financial Administration


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The winding-up of a company

 

A characteristic feature of a company is that they created through the expression of its owner’s will. A company is founded with a view to enabling its founders to pursue their entrepreneurial interests. In the same way as the purpose of establishing a company is to enable its founders to exercise their interests, the winding up of a company is generally also an expression of its owners' interests. However, a company may also be wound up independently of the interests of its owners subject to statutory conditions (bankruptcy proceedings, compulsory liquidation, removal from the court register without liquidation).

More details on winding-up proceedings for a company can be found on the SPOT website (One stop shop – eVEM).

1. Liquidation of a company pursuant to the ZGD-1

In accordance with Article 368a of the ZdavP-2, the liquidator draws up a tax return on income earned by legal persons (hereinafter: CIT) on the day before the date of the commencement of liquidation proceedings within no later than 20 years of the entry of the commencement of liquidation in the tax register. During the liquidation proceedings, the taxable person shall submit a statement for each tax period. Taxable persons must draw up a final tax return on the day before the adoption of the decision on distribution of assets or on the day prior to the adoption of the decision to terminate the compulsory winding-up proceedings and submit it to the tax authority within 15 days of the decision date.

Paragraph seven of Article 88 of the ZDDV-1 provides that taxable persons subject to liquidation proceedings must submit to the tax authority a VAT return within 20 days after the expiry of the tax period. Article 89 of the ZDDV-1 provides that, once the liquidation proceedings are terminated, the tax period ends on the day before the adoption of the decision on the division of assets. This is also applies to the summary winding up of a company.

2. Summary winding up of a company under the Companies Act (ZGD-1)

Pursuant to Article 369 of the Tax Procedure Act (ZDavP-2), taxable persons must draw up a CIT return one day before being struck off the register. Taxable persons must submit their tax returns to the tax authority within 30 days from the date of removal from appropriate register. In this case, another integral component of the tax return is the notarised statements of associates, i.e. shareholders regarding the assumption of liability to settle any other liabilities of the company.

3. Bankruptcy proceedings under the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act (ZFPPIPP)

The filing of a CIT return in the event of bankruptcy is regulated by Article 369 of the Tax Procedure Act (ZDavP-2), which determines that the taxable person against whom bankruptcy proceedings have been initiated must draw up a tax return one day before the commencement of bankruptcy proceedings and submit it to the tax authority within no later than two months of the commencement of the proceedings. Taxable persons must draw up a final tax return one day before the approval of the final asset distribution plan and submit it to the tax authority within 15 days of the approval of the plan.

The special provisions on the structure and the submission of a VAT return by a bankrupt company are set out in paragraph eight of Article 88 of the Value Added Tax Act (ZDDV-1) (filing of a VAT return) and paragraph seven of Article 89 of the ZDDV-1 (the tax period).

4. Compulsory composition under the ZFPPIPP

The filing of a CIT return in the event of compulsory composition is regulated by Article 369 of the Tax Procedure Act (ZDavP-2) which determines that the taxable person against whom compulsory composition proceedings have been initiated must draw up a tax return one day before the commencement of compulsory composition proceedings and submit it to the tax authority within no later than 20 days of the commencement of the proceedings.

The special provisions on the structure and the submission of a VAT return by a company subject to compulsory composition proceedings are set out in paragraph seven of Article 88 of the Value Added Tax Act (ZDDV-1) (submitting a VAT return) and paragraph five of Article 89 of the ZDDV-1 (the tax period).