Dar de baja una empresa paso a paso

Are you considering giving a job change and want to close your business? Hasn’t your business worked as you expected and you need to unsubscribe from your business?

If so, you have come to the right place, because at AYCE Laborytax we will tellyou how to unsubscribe a company step by step, indicating the procedure, the procedures you have to carry out and the costs that you will have to bear.

Many people believe that leaving an inactive company will automatically become extinct, but this is a mistake, because to unsubscribe a company has to face a process of dissolution, liquidation and extinction that confirms definitively and legally such a leave.

If you want to know how to unsubscribe a company, pay attention and take note because we then tell you everything you need to know.

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How to unsubscribe from a company?

De-selecting a company is a little more complicated than it seems,as it is necessary to meet a number of essential requirements to comply with the legality and ensure the total dissolution of society, and this process could be extended over time.

This causes many entrepreneurs to choose to leave their companies inactive, but not dissolved. Leaving a company idle is much faster and easier, as you only have to deliver the Model 036 to the Tax Agency.

To cancel a company, we could say that it consistsof killing that company forever, while leaving it inactive would be to leave it in stand by,being able to resume the activity later.

Therefore, below we show you the steps to follow to unsubscribe a company definitively.

Steps to de-order a company: dissolution, liquidation and extinction

> Dissolution of the company

To dissolve a company, one of the circumstances set out in the Capital Companies Act must occur:

  • Cessation of the exercise of the activity of the social object.
  • It is not possible to achieve the social purpose of the company.
  • Social bodies of society have been paralyzed.
  • The undertaking which constitutes the object of the company has concluded.
  • There are losses that make the company’s net worth below half of the share capital, or below the established legal minimum.
  • The face value of the shares of the non-voting company exceed half of the share capital.

If one of these circumstances occurs, the General Meeting must confirm the company’s de-entry and register it in the Commercial Register by public deed. Afterwards, we will have to incorporate the company’s social reason “in liquidation”, in order to make clear the state in which it is located.

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> Company liquidation

For the liquidation of the company you have to deal with the payment of existing debts,and to do this you have to convert the company’s assets into liquid money.

In this process the administrators lose their position and become “liquidators”,as long as there are no others established in the company’s bylaws. Liquidators will be responsible for carrying out this process with guarantees and that the company’s assets are not dented.

Once the debts have been paid, the surplus must be shared among the partners,taking into account the percentage invested for each. To do this, a Final Settlement Balance Sheet must be carried out,where the total assets of the company will be reflected, which must be approved by the General Meeting.

Settlement balance will result in settlement fees for each partner, whichwill depend on the share capital share of each.

> Company extinction

After the dissolution and liquidation phases, we enter the extinction phase of the company, which will be the last step to extinguish the company definitively.

To do this, the following must be raised to public writing:

  • Confirm that the deadline for challenging the agreement accepting the Final Settlement Balance sheet has been completed without any issues, whether open or pending.
  • To find that the corresponding debts have been paid to creditors, or to the appropriation of relevant claims to deal with them.
  • Check the settlement fee for each partner.

With this data, it must be registered in the corresponding Provincial CommercialRegister, proceeding to the registration cancellation seat. This will be the last act that will have to appear on the company’s record sheet.

From this point on, the company will have been definitively extinguished,and therefore it will not be possible to reverse and there will be no possibility of re-registering it.

Company’s down from the Tax Agency

Once the company has been registered, finally the company of the Census of Entrepreneurs must be de-registered through Model 036. The term will be one month maximum from registration.

The Tax on Economic Activities must also be de- unsubscribed if it is to be taxedby it, by submitting model 840 within the same period.

Dar de baja una empresa paso a paso

Photo: Anastasiia Chepinska – unsplash


Here are the steps you need to take to permanently de-leave a business. If you have any questions, you can contact AYCE Laborytax advisors without any commitment.