The Directorate General for Legal Certainty and Public Faith has ruled that in cases of insolvency proceedings without assets (Art. 37 bis of the Insolvency Law), the registration of a company's commercial liquidation is permissible. This applies even if the payment or deposit of debts has not been proven, provided that the dissolution results from a final judicial ruling within insolvency proceedings. The ruling overturns the registrar's refusal, which had sought to apply Art. 395 of the Capital Companies Act to prevent liquidation due to outstanding liabilities.
For companies undergoing insolvency proceedings without assets (insolvency without mass), the ability to extinguish legal personality through commercial channels is guaranteed, preventing registration blockages (Art. 37 bis Insolvency Law). Liquidators can proceed with the registration of the liquidation deed to formally close the entity, even if the final balance sheet shows outstanding debts, as seen in the case of Maat G Nozzle, SL, which had liabilities of 8,373,690.15 euros.
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