Inês, whom we met in the article on what an Lda costs to run, did the maths: the company from the project that never took off was costing her ~1,500 € a year just to exist. She decided to close it - and discovered what almost nobody knows: for a company with no assets and no debts, closing costs 255 € and is done in a single act.
This guide walks the full process: the shortcut for “clean” companies, the general regime for the others, and the tax deadlines that keep running after the registration.
The two phases (and the shortcut that skips both)
Closing a company has, in its full version, two phases:
- Dissolution - the shareholders’ formal decision to end the company. It’s registered at the commercial registry within 2 months of the resolution.
- Liquidation - paying the debts, collecting what’s owed, distributing what’s left. It must be completed within 2 years (extendable by 1 more), and closes with the registration of the liquidation closure.
And there’s the shortcut that serves most small companies: immediate extinction. If all the shareholders agree (unanimous resolution in minutes) and declare that the company has no assets and no liabilities to liquidate, the registry records the dissolution and the closure in a single act - the company comes out extinct, with an updated certificate. In a single-member company, “all the shareholders” is you.
What the registry charges
The registration can be requested by the directors or shareholders (with CC/CMD, online), or by a lawyer, solicitador or notary. The base document is always the shareholders’ resolution - the minutes.
The tax side: the registry doesn’t close the tax office
Here’s the part that catches people off guard, just like at opening: the registry and the tax authority are separate systems, and the tax closure has its own deadlines.
An example with dates: if the closure is registered on 15 July, the VAT cessation is declared by mid-August and the final Modelo 22 (with the IES) by 31 October. It’s the accountant who files all of it - the retainer doesn’t end on registration day, and it’s worth agreeing that upfront.
And a detail nobody remembers: if the company owns goods on which VAT was deducted (the laptop, the equipment) and they stay with you at the partilha, that counts as self-supply (autoconsumo) - the company charges VAT on those goods’ current value in its last periodic return. It was the only surprise in Marta’s closure: the 1,200 € computer that moved from the company to her came with VAT to settle. Goods bought without VAT deduction pass tax-free.
And the director’s Social Security?
The director’s contributions end with the registration of the liquidation closure - it’s the closure registration that switches them off, not inactivity. (The exception we already knew: requesting cessation from Social Security when the company has ceased for VAT and has no employees.)
Closing vs keeping: Inês’s maths
Inês’s sums closed themselves: the cost of winding up is less than three months of keeping the dormant company. Every year of postponing costs more than the entire closure.
Warning: the classic mistake mirrors the one at opening - registering the closure at the registry and assuming it’s over. The VAT cessation (30 days), the final Modelo 22 and the final IES (3rd month) keep running after the registration, and missing them earns fines for a company that no longer exists on paper. Agree the closure calendar with the accountant before booking the registration.
In summary
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With no assets and no debts, closing is a single act: unanimous resolution + a declaration that there’s nothing to liquidate → immediate extinction, 255 € online. With assets or debts, the general regime: dissolution (registered within 2 months), liquidation (up to 2 years) and closure.
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The registry doesn’t close the tax office: VAT cessation within 30 days, final Modelo 22 and IES by the end of the 3rd month after cessation - and deducted-VAT goods that stay with you pay self-supply VAT in the last return. The accountant stays until the end.
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Closing is cheaper than keeping: 255 € once versus ~1,500 € a year for a company in the drawer. And if you go back to working for yourself, freelance activity opens in a day - with FIZ handling certified invoicing and the quarterly VAT and Social Security declarations automatically.
