In Andorra, in most cases the General Meeting of the company may decide at any time to start the dissolution procedure. The agreement between the shareholders must be adopted with the requirements established by the amendment of statutes, namely the favorable vote of the majority, provided that this majority means at least half of the share capital. The change will be formalized in a public deed to be recorded in the Company Register and published in the BOPA.
The next step consists in writing the documents of dissolution agreement that initiates the liquidation procedure and, if applicable, the appointment of liquidators, who are the representatives of the company during the liquidation procedure. If the bylaws do not provide otherwise, the liquidators jointly represent the company.
From the moment is signed the dissolution agreement, the company must state the words "in liquidation" after the name registered.
Once the operations are settled, the liquidators shall submit to the General Meeting the final liquidation balance sheet, with a report on the transactions and the proposed distribution of assets resulting from the partners’ shares.
Once approved the agreement between the partners the document becomes firm, which means that all the members have voted for or has passed more than two months from its adoption without any of the partners to challenge the agreement.
The liquidators shall then present the document of termination, which states that the agreement was approved, the final liquidation balance sheet is strong, all the debts have been paid to creditors and all the tax liability of the partners in proportion to their respective participation in the capital of the company has been satisfied. In the end, there must be added the final liquidation balance sheet and the members list, which must include the identity and tax liability.
When this procedure is entered in the Company Register, the act determines the canceling of registration of corporate personality and loss of society. The liquidators shall then cease to hold office.
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