Fictive corporate headquarters and compulsory liquidation of company

In procedure of registering the corporate headquarters of a company before the Business Registers Agency (APR), it is possible to state in the founding act and registration application a fictitious address, on account of the fact that it is not necessary to attach any proof of ownership or right to use the stated offices ( e.g. lease agreement, which would confirm that the company is actually located at the registered address).

As a possible consequence of this practice, the rights of citizens who have their residence at the addresses that were used to register the fictitious corporate headquarters might be threatened.

The latest amendments to the Law on Business Companies have introduced a legal mechanism which might result in deleting not only these fictitious addresses, but also the compulsory liquidation of the companies themselves.

Interested party may file a lawsuit with the competent court requesting the deletion of the registered address of the company’s headquarters, if the person with the right of ownership did not allow the use of the space where the registered office address is. The procedure is initiated before the Commercial Court, and is conducted as an emergency court procedure.

At the request of the person who filed the lawsuit for deleting the registered address of the registered office, the notice of the dispute shall be registered in the register of the Business Registers Agency.

The judgment ordering the deletion of the registered address corporative head office shall be registered in the register as well.

If the company fails to register a new address of corporative headquarters within 30 days of date of commencement, the BRA shall ex officio initiate the procedure of compulsory liquidation of that company.

Therefore, the lack of registered headquarters address for more than 30 days represents a ground for compulsory liquidation of the company. The stated inaction of the company turns the reasons that can be eliminated in accordance with this Law into non remediable reason for forced liquidation of the company.

The Register of Business Entities shall, in the cases referred to in Article 546 of this Law, ex officio pass a regulation on initiating the forced liquidation proceedings registering the company as the company undergoing “forced liquidation” and shall at the same time publish the notice of forced liquidation on the website of the Register of Business Entities, which shall be available for an uninterrupted period of 60 days.

It is particularly noted that as of the date of publication of the notice on forced liquidation, the company cannot register any data changes in the Register of Business Entities- all activities of the company are then aimed at dissolution of the company that follows, and thus the company has no opportunity to enter into new legal transactions.

During the forced liquidation of the company, no share in the profit or dividend is paid, nor are the company’s assets distributed to the members of the company prior to deleting the company from the register.

As of the day of initiating the compulsory liquidation procedure, all court and administrative proceedings in relation to the company in compulsory liquidation shall be terminated.

Within 30 days of the date of expiration of the announcement of compulsory liquidation the Register of Business Entities shall, ex officio issue an act on deleting the company and delete the company from the register, in accordance with the law on registration.

Article 548 of the Law, which refers to the consequences of deleting a company in forced liquidation procedure, has been partially changed and the property of the deleted company becomes the property of company members in proportion to their shares in the company’s capital. After deleting the company from the register of business entities, the members of the deleted company are responsible for the company’s obligations up to the value of the received property.

The claims of the company’s creditors against the members of the company become obsolete within three years from the day of deleting the company from the register.

The transitional provisions of the law define a period of one year (until November 27, 2022) which allows companies, entrepreneurs, branches and representative offices of foreign companies that do not have a registered address in accordance with the provisions of the Law to harmonize the address with the provisions of the Law. the registered seat address is registered. The registered address of the company’s headquarters includes data of city, municipality, settlement, street or square, house number, floor and apartment number, in accordance with the regulations governing the territorial organization.