IF THE COMPANY'S LOSSES LEAD TO A DECREASE OF ITS NET ASSETS TO LESS THAN HALF OF THE SHARE CAPITAL, THE DIRECTORS SHALL COMPULSORILY CONVENE THE GENERAL ASSEMBLY OF THE SHAREHOLDERS TO DECIDE WHETHER TO DISSOLVE IT OR, ON THE CONTRARY, TO CONTINUE ITS ACTIVITY.
Therefore, for major losses caused by the Company’s poor activity, the Shareholders have to decide:
- first of all, if the company has to be dissolved
- if the dissolution is refused for the continuation of the activity, in a second phase, the General Assembly will decide either the reconstitution of the share capital up to a level least equal to half of the share capital, or the reduction of the share capital with a minimum amount equal to the loss. The requirement for the reconstitution or reduction of the share capital is also subject to a maximum period: until the close of the financial year after the year in which the losses were recorded (i.e. the current financial year)
- if the General Assembly could not be held in order to decide whether the company dissolves or not, as well as if, in the third phase, the reconstitution or reduction of the share capital has not been achieved, any interested person (including ANAF) may request its judiciary dissolution.
