Shareholders shall have the obligation to appoint a liquidator to carry out the liquidation process in the general meeting of shareholders approving the liquidation. If there is no appointed liquidator, the Board of Directors shall act as the liquidator.
Creditors shall have the rights to submit their claims within a period of two years as of the date of the liquidation announcement in the newspaper. Creditors may only file their claims if there is a liquidation proceeds available for shareholders. If the proceeds have been distributed to shareholders, the shareholders shall have the obligation to return the proceeds to the liquidator to satisfy the claims from the creditors in proportional amount.
A liquidator is a person or a company who is appointed or determined through the General Meeting of Shareholders to be the organiser of a liquidation. If the liquidator is not appointed in the liquidation process, the Board of Directors acts as the liquidator. In practice, the appointed liquidator can be a professional person who is an expert in his field (in the sense of someone outside the company’s management structure), but most of the appointed liquidators are the directors of the company.
Based on Article 115 Law No. 40 of 2007 on Limited Liability Companies, if the company goes bankrupt or in debts due to an error or negligence of the board of directors and/or board of commissioners and the company’s assets are insufficient to pay all the company’s obligations due to the bankruptcy, then each member of the board of directors and/or board of commissioners is jointly and jointly responsible for the outstanding obligations.
However, if the loss is not resulted from its fault or negligence, Members of the Board of Commissioners shall not be liable over the Company’s debts.
The costs of dissolving a company will vary depending on the costs of auditing assets and corporate debts, as well as notary fees, announcements in newspapers, liquidators, and other additional cost that may appear in the future.
When a company is dissolved as part of the liquidation process, the business is closed permanently. Therefore, the company assets and liabilities are dealt with, and the company is removed from the register at Company Registry. The court also has the right to auction off company assets which are used to cover all debts held.
Alan, Commercial director