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Based on the Suriname Commercial Code, a limited liability company (in Dutch: naamloze vennootschap) can be dissolved due to the following reasons:
Suppose the duration of a limited liability company in Suriname reaches its end without extending it through a timely amendment to its founding document (articles of incorporation). In that case, the company’s lifespan is automatically extended by one year.
However, if the founding document is amended and published in the Official Advertisement Paper of the Republic of Suriname, before the expiration date, this extension doesn’t apply.
Dissolution of a company can be done through a court proceeding and through an attorney. Below I have listed out the standard procedure and high level explanation, depending on what is mentioned in the bylaws.
The articles of incorporation of the company will indicate the method of dissolution. 100% (in some cases less) of the shareholders should agree at the meeting of the shareholders (in Dutch Algemene Vergadering van Aandeelhouders, shortened: AVA, hereinafter) concerning the dissolution of the company.
If the AVA has decided to dissolve the limited liability company, the minutes of the meeting must be drawn up and the signatures of the shareholder must be notarized by a notary. After receipt of the original minutes, the process can be initiated for dissolution per the articles of association/bylaws (in Dutch: statuten) and the rules of the Commercial Code.
With the authorization of the management/director, the meeting minutes are sent by letter to the Chamber of Commerce (the department charged with the management of the Trade Register) stating that the AVA has decided to dissolve the limited liability company.
The annunciation of the judgment (in Dutch: vonnis), must be announced in the Official Advertisement Paper of the Republic of Suriname. The dissolution must also be submitted at the office of the trade register for registration.
After dissolution, the limited liability company will only continue to exist, if necessary for the liquidation (in Dutch: vereffening). In standard articles of association of the limited liability company, the management/director shall be responsible for the liquidation of the company.
If the limited liability company has creditors and these have been paid out, the balance remaining from the dissolved limited liability company will then be paid out to the shareholders and other entitled parties in proportion to everyone’s rights (this will determined based on the facts and circumstances).
For more information, please don’t hesitate to contact us and we can guide you with any questions and provide assistance with dissolution of the a company.
Vanencia advices in legal matters such as labor contracts, social securities, business set-up in Suriname, assistance with the opening of bank accounts, due diligence, registration and de-registration of entities/individuals and all other legal matters/work for Oil & Gas (sub) contractors in Suriname. She also advices in tax compliance related matters such as the preparation of tax returns: corporate/personal income tax, VAT, wealth tax, rental value tax and wage tax. She also offers her expertise in several dispute settlements at the tax office and other related institutions etc.
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