Liquidation of a cooperative is a special procedure under the Cooperatives Act, distinct from the liquidation of commercial companies. Cooperatives are exempt from state fees for dissolution and liquidation, which makes the process easier for their members.
The procedure begins with a general meeting resolution appointing a liquidator or liquidation committee and setting the liquidation period. The Act does not prescribe a minimum liquidation period; nevertheless, it should not be shorter than two months.
The liquidator must submit:
- A declaration under Article 41(3), in conjunction with Article 20(2) of the Cooperatives Act, confirming compliance with the statutory requirements;
- A criminal record certificate demonstrating that there are no impediments to performing the role.
Filing liquidation documents with the Commercial Register requires:
- A National Revenue Agency certificate under Article 77 of the Tax and Social Security Procedure Code confirming the absence of outstanding public liabilities;
- A National Social Security Institute certificate under Article 5(10) of the Social Security Code confirming that all mandatory social security data has been submitted.
No invitation to creditors is published in the Commercial Register for the liquidation of a cooperative, because the procedure under the Commerce Act does not apply.
Creditors must submit their claims within two months of registration of the liquidation resolution in the Commercial Register. The liquidator must invite creditors with known addresses to submit their claims by letter with acknowledgement of receipt.
After liquidation is completed, the general meeting approves the final report and balance sheet, and the liquidator applies for deregistration of the cooperative.
