The procedure for liquidating a DOO
Steps, documentation, and deadlines for the voluntary liquidation of a limited liability company.
Course of the procedure
Voluntary liquidation of a limited liability company (DOO) is a procedure that its members initiate when they want to cease business while the company is still able to settle all of its obligations - as distinct from bankruptcy, which occurs when the company is unable to pay. The procedure is governed by the Companies Act (Zakon o privrednim društvima) (provisions on liquidation, including Articles 525 and 526 on initiating and commencing liquidation) and is carried out through the register kept by APR (the Business Registers Agency).
The procedure begins with a decision of the general meeting (or sole member) to initiate liquidation, which appoints a liquidation administrator. From that day, the liquidation administrator takes over the authority to represent the company, and the previous representatives lose that authority, unless they are themselves also appointed as liquidation administrators. The decision is registered with APR, which publishes a notice initiating liquidation on its website for a period of 90 days - this is the period during which creditors learn of the initiation of the procedure and prepare to file their claims. After the notice period expires, creditors have an additional 30 days to file claims; anyone who fails to do so within the deadline loses the ability to recover payment in this procedure, subject to the exceptions provided by law.
In parallel, the liquidation administrator prepares an opening liquidation balance sheet and an opening report on the course of liquidation, which includes an assessment of whether the company's assets are sufficient to settle all filed claims. If they are, the creditors are paid, and the remaining assets (the liquidation surplus) are distributed to the members according to the closing balance sheet. If the assets are not sufficient, the liquidation administrator is obliged to file a proposal to initiate bankruptcy proceedings within 15 days of drawing up the opening liquidation balance sheet or report (Art. 539 of the Companies Act) - liquidation in that case converts into bankruptcy.
Once all obligations have been settled and a closing liquidation balance sheet has been prepared, the company files an application for deletion from the register. This cannot happen before the shortest statutory duration of the procedure of 120 days from the day the notice is published has expired (90 days of notice plus 30 days for filing claims). On the day of deletion from the register, the company ceases to exist as a legal entity.
Competence
The entire voluntary liquidation procedure is conducted administratively, before APR (the Business Registers Agency) - this is not litigation or non-contentious court proceedings, but a registration procedure governed by the Companies Act and the Act on the Registration Procedure before the Business Registers Agency. APR decides on registering the liquidation decision, publishes the notice, registers the balance sheets and reports during the procedure, and finally issues the decision to delete the company from the register.
A court becomes involved in this procedure only indirectly and exceptionally: when the liquidation administrator disputes a claim filed by a creditor, the creditor must assert its right in separate litigation before the competent commercial court, independently of the registration procedure before APR. The same applies to any disputes between the company's members, for example over the amount or distribution of the liquidation surplus. Until such a dispute is resolved, deletion of the company from the register is as a rule postponed.
Sources
- Companies Act (Zakon o privrednim društvima), Arts. 526, 533, 534, 539, 544 and 545
- Law on the Registration Procedure at the Serbian Business Registers Agency, Art. 15
- APR: instructions on liquidation and deletion of a company (including the tax-audit rule from Art. 29 of the Law on Tax Procedure and Tax Administration)
- APR: fees for companies
What to do
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1
Decision to initiate liquidation and appointment of a liquidation administrator
Deadline: No prescribed deadline for adopting the decision - the procedure begins on the day the decision is registered
The decision is adopted by the general meeting of the DOO's members (or its sole member). The decision must appoint a liquidation administrator; if no administrator is appointed, all persons authorized to represent the company become liquidation administrators by operation of law.
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2
Registration of the decision with APR and publication of the notice to creditors
Deadline: The notice is published on APR's website for a period of 90 days
Liquidation formally begins on the day the decision is registered and the notice initiating liquidation is published on the website of APR (the Serbian Business Registers Agency).
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3
Written notification of known creditors
Deadline: Within 15 days of the start of liquidation (Art. 534 of the Companies Act)
In addition to the public notice, the liquidation administrator separately notifies in writing any creditors known to the company, warning of the consequences of failing to file a claim in time.
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4
Filing of claims by creditors
Deadline: 30 days from the expiry of the 90-day notice period
Claims that creditors fail to file within this deadline are extinguished (precluded), except for exceptions provided by law.
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5
Opening liquidation balance sheet and opening liquidation report
Deadline: Opening balance sheet within 30 days of the start of liquidation; opening report upon expiry of the deadline for filing claims
The report contains an overview of the claims filed (recognized and disputed), the state of the company's assets, and an estimate of how the procedure will proceed; it is submitted to the members for adoption and then to APR for registration.
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6
Settlement of creditors
Deadline: After the deadline for filing claims has expired and claims have been established
Disputed claims are resolved, if necessary, before a court (litigation to establish the debt); this can extend the length of the procedure beyond the statutory minimum.
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7
Closing liquidation balance sheet, closing report, and distribution of the liquidation surplus
Deadline: Once all of the company's obligations have been settled
The general meeting adopts the closing documents and decides on the distribution of the remaining assets (the liquidation surplus) among the members in proportion to their shares.
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8
Application for deletion from the register and deletion of the company
Deadline: At the earliest upon expiry of the shortest statutory duration of the procedure of 120 days from the day the notice is published (90 days of notice + 30 days for filing claims); APR decides on the application for deletion itself within five working days of receiving it (Art. 15 of the Law on the Registration Procedure at APR)
On the day of deletion from the register, the company ceases to exist as a legal entity. DOO members are jointly liable to creditors for the company's obligations up to the amount they received from the liquidation surplus (Art. 545 of the Companies Act), and the liquidation administrator is liable for damage caused in performing the role (Art. 544); both claims become time-barred three years after deletion.
Required documents
- Decision to initiate liquidation and appoint a liquidation administrator
- Proof of payment of the fee to APR (the Business Registers Agency)
- OP form / specimen signature card of the liquidation administrator
- Opening liquidation balance sheet and opening liquidation report
- List of filed creditor claims (recognized and disputed)
- Closing liquidation balance sheet, closing liquidation report, and decision on distribution of the liquidation surplus
- Statement by the liquidation administrator that all of the company's obligations have been settled
- No separate tax certificate is attached, but APR cannot delete the company while a tax audit notified by the Tax Administration is under way (Art. 29 of the Law on Tax Procedure and Tax Administration)
Jurisdiction
Voluntary liquidation of a DOO is an administrative (registration) procedure conducted by APR (the Serbian Business Registers Agency), not a court. A court becomes competent only exceptionally - for example, when a creditor disputes a filed claim and litigation is conducted over its existence and amount, or when a dispute arises between the company's members over the distribution of the liquidation surplus.
What it costs
| Item | Amount | Basis |
|---|---|---|
| Registration of the decision to initiate liquidation and publication of the notice to creditors | RSD 4,000 (fee for registering a change of data, applied from 1 January 2026) | The decision on fees for registration and other services provided by APR (the Serbian Business Registers Agency) |
| Registration of changes during the procedure (e.g. opening and closing balance sheet/report) | Around RSD 4,000 per registration of a change (the general fee for registering a change of data with APR, applicable from 1 January 2026) | APR's fee schedule ('Official Gazette of RS', No. 95/2025) |
| Application for deletion of the company from the register | RSD 4,000 (fee for deleting a business entity, applied from 1 January 2026) | APR's fee schedule |
| Attorney's fee for conducting the liquidation procedure | In practice most often agreed as a lump sum; roughly from around RSD 30,000 upward for simple cases (a single member, no disputed creditor claims), depending on the number of creditors and any disputes. Calculated under the Attorneys' Tariff, it is billed per individual action, by multiplying the number of points by the point value (RSD 50 as of July 2025) | The Tariff on Rewards and Reimbursement of Costs for Attorney's Work (Serbian Bar Association) and/or a separate lump-sum fee agreement with the client |
| Accounting services (preparation of liquidation balance sheets and reports) | Depends on the accounting firm engaged and the volume of the company's books | Agreement with an accounting firm (outside the attorney's fee) |
FAQ
Is a DOO's liquidation conducted before a court?
No. Voluntary liquidation is a registration procedure before APR (the Business Registers Agency). A court becomes competent only if a dispute arises - for example, over a disputed creditor claim or over the distribution of the liquidation surplus among the members.
What is the shortest possible duration of liquidation?
The statutory minimum is tied to the notice to creditors: the notice runs for 90 days, and creditors then have an additional 30 days to file claims. That makes the procedure at its shortest around 120 days from the day the notice is published, not counting the time needed to prepare the balance sheets and the administrative processing of the application for deletion. In practice, the duration is often longer, depending on the number of creditors and any disputes.
What happens if a creditor disputes a claim during the procedure?
A disputed claim is resolved outside the registration procedure, as a rule before a court in litigation to establish the existence and amount of the debt. Until the dispute is resolved, this as a rule extends the duration of liquidation beyond the statutory minimum of 120 days.
Do the liquidation administrator and members remain liable for debts even after the company is deleted?
DOO members remain liable to creditors for the company's obligations after deletion, jointly and up to the amount they received from the liquidation surplus (Art. 545 of the Companies Act). The liquidation administrator is not liable for the company's debts as such, but for damage caused to members and creditors in performing the role (Art. 544). Both claims become time-barred three years after the company is deleted from the register.