Suspension: a temporary pause
Suspension means temporarily ceasing activity without the company ceasing to exist. For companies, the declared period cannot exceed 3 years. During this period, the company must not carry out the suspended activities, but retains its legal personality and may still have accounting, tax or administrative obligations.
- Suspension is registered with ONRC and must be coordinated with the company’s tax status.
- Before the period expires, activity must be resumed or closure must be decided.
- Temporary inactivity does not erase debts or automatically terminate contracts.
Dissolution and liquidation
Dissolution begins the process of winding up the company. This is followed by liquidation of its assets and liabilities: collecting receivables, paying debts, realising or distributing assets and preparing final accounting documents. The specific procedure depends on the company’s circumstances and whether there are creditors.
- The company continues to exist for the operations necessary for liquidation.
- Shareholders cannot freely distribute assets before obligations are settled.
- If the company cannot pay its debts, insolvency proceedings must be considered.
Deregistration: the end of legal existence
Deregistration is the stage at which the company is removed from the Trade Register after the applicable procedure is completed. Only deregistration marks the end of its legal existence; a company that is merely suspended or dissolved is not yet deregistered.
- Accounting records and archives must be retained for the statutory periods.
- Final returns and statements are prepared together with the accountant.
- Contracts, employees, permits and bank accounts must be dealt with separately.
Official sources
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