In the event of the liquidation of the company without a legal successor, unless the company is insolvent and the law applicable to the company provides otherwise, there is a place for liquidation.

1. Obstacles to the winding-up proceedings

Unable to resolve liquidation:

• upon receipt of the order declaring the insolvency of the company, and upon ordering the liquidation, the ongoing liquidation is terminated. • if the criminal court or prosecutor notifies the company or the court of registration that a criminal measure may be taken against the company, in which case the liquidation that has already begun cannot be completed.

2. To which court should I turn to go to court?

In non-litigation proceedings related to liquidation, the court of the registered office of the company shall act.

3. Decision on liquidation

The supreme body of the company - in accordance with the applicable legislation - makes a decision on the termination of the company without a legal successor and the order of the liquidation. The supreme body of the company states in its decision

• the starting date of the liquidation; and • elects the liquidator; and • determines the fate of the legal entities with a shareholding in the company and of the foundation or social organization in which it participates.

The starting date of the winding-up shall be the date laid down in the decision terminating the successor, which may not be earlier than the date of the decision.

At the commencement of the liquidation, the term of office of the chief executive officer of the company shall terminate. From the commencement date of the liquidation, the liquidator shall be deemed to be the chief executive officer of the company with the right of independent representation.

4. Tasks of the previous company management

Within 30 days of the commencement date of the liquidation, he shall be a former senior executive of the Company

• prepares a report terminating the activities of the company in accordance with the Accounting Act on the day prior to the commencement of the liquidation, performs all tasks required by accounting, tax or other legislation, and submits these documents and the company's records to the liquidator no later than • informs the liquidator of the pending cases, • prepares a register of non-disposable and classified documents and hands them over to the liquidator, • the employees and the professional body specified in the Labor Code inform the works council (plant agent) without delay.

The former senior official shall be liable for damages resulting from the failure to perform or improper performance of his duties in accordance with the general rules of civil law.

5. The liquidator The supreme body of the company may elect anyone as a liquidator if it meets the requirements for a senior executive and accepts the mandate. A legal person or a company without legal personality suitable for the performance of the task may also be selected as a liquidator. The company that decides to terminate without a legal successor shall also provide for the remuneration of the liquidator and the free performance of the task upon the election of the liquidator. The liquidator shall act with the due diligence expected of the person holding such office, taking into account the interests of the company under liquidation and the creditors. He shall be liable for damage caused by a breach of his obligations in accordance with the general rules of civil liability.

The liquidator is obliged to notify the court of registration of the commencement of the liquidation in a change registration application. The court of registration shall issue an order initiating the liquidation, which shall be published in the Company Gazette.

Within 15 days of the publication of the winding-up, the liquidator shall, if necessary, notify the commencement of the winding-up:

• the real estate authority in order to register the fact of liquidation, • if any of the company's assets are on a national public or public interest register, the organization keeping that register, • the territorially competent public labor market organization, • the competent environmental inspectorate environmental damages, environmental burdens, from which the obligation to pay fines or other payments, expenses necessary to eliminate the damages or settle the debts may arise, • all payment service providers maintaining the company's current accounts, • senior executives of legal entities associations, foundations, • the authority or court in official and court proceedings initiated and pending against or against the company.

6. Lender's application in the liquidation

The company's creditors may file their claims with the liquidator within forty days of the publication of the commencement of the liquidation. Notification is also required if the company is the subject of official or court proceedings in connection with the claim. Failure to do so or late execution of the notification will not result in any loss of rights, but once the final balance sheet and the decision to distribute the assets have been adopted, the creditors' claim can only be enforced in accordance with the rules for settling debts of the liquidated company.

The liquidator shall draw up a list of claims within fifteen days of the expiry of the creditor's application deadline, including a separate statement of recognized and disputed creditor claims. The liquidator shall submit the list of claims to the court of registration within a further fifteen days for placement in the public company documents. The liquidator shall notify the creditors of the disputed creditors' claims of such classification of their claim within the same period.

7. Closing balance sheet

The liquidator shall prepare a final opening balance sheet from the data of the balance sheet of the closing report prepared by the former official of the company in accordance with the Accounting Act, and then, within a maximum of seventy-five days from the list of creditors' claims, the liquidation opening balance sheet (prepares an adjusted liquidation opening balance sheet), which is submitted to the main body of the company.

8. Initiation of liquidation proceedings

If the liquidator establishes on the basis of the adjusted opening balance sheet that the company's assets are insufficient to cover the creditors' claims and the members (shareholders) do not pay the missing amount within thirty days, they shall immediately submit an application for liquidation proceedings. The consent of the supreme body is not required to file an application for liquidation, but the liquidator must inform the supreme body immediately of the initiation of the liquidation.

9. (general) tasks of the liquidator during the liquidation During the liquidation, the liquidator assesses the financial position of the company, collects its claims, settles its debts, enforces its rights and fulfills its obligations, and sells its assets if necessary. After satisfying the creditors, the remaining assets are distributed among the members (shareholders) of the company in cash or in kind and the company is wound up. During the liquidation, the liquidator takes care of the protection of the company's assets and the preservation of the assets that will not be sold.

10. Objection to liquidation

The injured party due to the unlawful action or omission of the liquidator may file a liquidation objection with the court of registration within eight days of becoming aware of the liquidation proceedings, but not later than sixty days from the occurrence of the action or omission.

11. Completion of liquidation

Upon completion of the liquidation, the liquidator shall prepare and submit to the supreme body for approval, together with the report of the company's supervisory board or other body authorized to audit, or the auditor:

• the tax returns; • a summary assessment of the presentation of the economic events of the liquidation period (final report), and • a proposal on the fate of the legal entities operating with the company's shareholding and the associations or foundations participating

The supreme body makes a decision on the submitted documents or the distribution of assets, in which it may decide on the assignment of rights and the transfer of obligations, as well as on the assumption of the company's debt by another person. The decision shall also provide, if necessary, for the payment of the liquidation fee and the costs of the liquidation, including the preservation of the file and other costs incurred in connection with the dissolution of the company.

12. Application for cancellation of the company

The liquidator must submit an application for the removal of the company from the register of companies. No publication fee is payable for the publication of an application free of charge and for the publication of an order containing the cancellation of a company. The application shall be accompanied by the decision of the supreme body on cancellation and related matters, the approved accounts, the proposed distribution of assets, and the final report.

The liquidation cannot be completed as long as the company has a known claim or debt that was not provided for in the asset allocation decision.

The winding-up shall be completed no later than three years after the starting date of the winding-up. If the application for cancellation of the company is not submitted within three years, a compulsory cancellation procedure will be carried out. Simultaneously with the commencement of the compulsory winding-up proceedings, the court of registration shall provide for the termination of the liquidator's office, provided that the liquidator is obliged to co-operate with the court of registration and inform the court of registration of all available information in order to carry out the compulsory winding-up proceedings.

13. Termination of the liquidation by continuing the operation of the company

During the liquidation process, the supreme body may decide to terminate the liquidation and continue the operation of the company until the application for the cancellation of the company has been submitted to the court of registration. In this case, a decision must also be made on the revocation of the liquidator's order, the determination and payment of the liquidator's fee and the election of the new chief executive officer.