Lawyer specialized in dissolution and liquidation of companies

Are you looking for an expert lawyer in the dissolution and liquidation of companies?

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If you need legal advice on the dissolution or liquidation of companies, we are the law firm you have been looking for.

Starting and ending well are equally important, especially when it comes to commercial companies.


Dissolution of a company is the initial phase preceding the extinction of the commercial entity.
With dissolution, the process of liquidation of the company begins, aiming to settle obligations with creditors and distribute the remaining assets among shareholders.
We are expert lawyers in Commercial Law.
Only after this liquidation procedure has been completed will the company be deregistered and inscribed in the Commercial Registry.

What is the liquidation of the company?

Liquidation is the process in which the company, after being dissolved, carries out a series of actions, such as collecting credits and paying off social debts, aimed at determining the company’s assets to be distributed among shareholders.

The dissolution of the company does not entail its immediate extinction.

From the moment the company enters liquidation, its task is to collect credits, settle obligations as they become due, and carry out pending operations.

What are the practical implications of the liquidation of the company?

During liquidation, assets are realized to pay off social creditors.

Externally, the company cannot engage in activities other than those aimed at liquidation.


  • Administrators cease their roles, being replaced by “liquidators.” Former administrators must cooperate with the liquidators when required.
  • The bylaws may stipulate that administrators also act as liquidators.
  • The General Shareholders’ Meeting will continue to be held regularly, with the liquidators reporting on the progress of the liquidation.

In practical terms, the company remains in existence, so the general rules of the company continue to apply, in addition to those specific to this liquidation phase.

Furthermore, publicity must be given by publishing the dissolution agreement in the Official Gazette, in one of the most circulated newspapers in the city where the company is located, and by registering it in the commercial registry.

What is the extinction of the company?

It involves the disappearance of the legal personality of the commercial entity and all contractual relationships.

What practical effects does extinction entail?

Liquidators are obliged to execute a public deed of extinction of the company, as provided by the Companies Act (Article 396). This will cancel all registry entries, and naturally, liquidators may be held responsible by shareholders or creditors for any damages caused by fraud or negligence in their roles.

Causes of dissolution
  1. By resolution of the General Shareholders’ Meeting, in accordance with legal provisions.
  2. Due to losses: when they reduce the company’s assets to an amount less than half of the share capital.
  3. The reason for this cause is the threat it poses to its viability. It could entail significant liabilities for the administrators.
Effects of dissolution
  1. The company in the process of dissolution retains its legal personality, which does not disappear.
  2. The liquidation phase begins, except in cases of merger, spin-off, or global transfer of assets and liabilities.
  3. The company will be referred to as “in liquidation.”

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