Closing a company in Spain is a formal legal process governed by the Spanish Companies Act. Whether your business is no longer active, has fulfilled its purpose, or is being closed for strategic reasons, liquidation must be done properly to avoid future liabilities. The process includes dissolving the company, settling its debts, distributing remaining assets, and removing it from the Commercial Registry. At Lawhill, we help foreign entrepreneurs handle this process clearly, efficiently, and in full compliance with Spanish law.
Step by Step Process
- Shareholder agreement
A general shareholders’ meeting must agree to dissolve the company and appoint one or more liquidators. - Dissolution registration
The resolution is notarized and filed with the Commercial Registry (Registro Mercantil). - Liquidation phase
Liquidators take control of the company, pay outstanding debts, sell off assets, and prepare a final balance sheet. - Asset distribution
Once debts are settled, remaining assets are distributed to shareholders as per their shareholding. - Final dccounts approval
The final liquidation accounts are approved by the shareholders and notarized. - Deregistration
The liquidator files the extinction of the company with the Commercial Registry to officially close the company.
Our Services
- Legal assessment and strategic advice: We evaluate your company’s legal and financial situation to advise on the optimal liquidation approach, ensuring compliance with Spanish regulations and minimizing risk.
- Documentation and notarization: We prepare all required documents, including shareholder resolutions and liquidation agreements, and coordinate with notaries to certify them as required by law.
- Registry and tax filings: We handle submissions to the Commercial Registry (Registro Mercantil) and Spanish Tax Agency (AEAT), ensuring all filings are accurate and timely.
- Debt settlement and asset distribution: We assist in paying off creditors, managing outstanding obligations, and distributing remaining company assets to shareholders according to legal procedures.
- Full Process Management: From start to finish, we manage the entire liquidation process, including communication with public bodies, meeting deadlines, and offering regular updates in English.
The typical company liquidation in Spain takes between 2 to 4 months, depending on factors such as outstanding debts, tax filings, and the speed of administrative responses. We guide you through each step to avoid delays.
To begin the liquidation process, the following are generally required:
- Agreement of shareholders to dissolve the company
- Appointment of a liquidator
- Updated financial statements and company accounts
- Settlement of all debts and liabilities
- Spanish tax ID (NIF) for shareholders and liquidators
- Notarized documents for registration at the Commercial Registry
F.A.Q
No, a company cannot be liquidated if it is insolvent (has overdue debts).
No. The process can be completed via a power of attorney. We assist with remote liquidation procedures.
No. Once a company is deregistered, it cannot be reactivated. A new company must be formed if needed.
Costs vary based on the complexity and company size. Contact us for a tailored quote.