In brief
A company abroad is closed in one of two main ways: voluntary liquidation, in which assets are realised, creditors are paid and the balance is distributed to the owners, or strike-off from the register, which suits a company that no longer has assets or debts. In every country in this guide, closure is conditional on the company having filed all returns and paid its taxes, so tax authority clearance is usually the longest stage. In Israel, a distribution to the owners on liquidation may be a taxable event, and it should be planned with an accountant before the decision to liquidate.
Key takeaways
- 1Voluntary liquidation suits a solvent company with assets or debts; strike-off suits an "empty" company that has already closed everything.
- 2In almost every country closure depends on the tax authority confirming there are no debts, so open returns are settled before starting.
- 3In Romania, in dissolution and simultaneous liquidation under Article 235 of the Companies Law, a tax status certificate (certificat de atestare fiscală) is required before deregistration.
- 4In Delaware, the franchise tax must be paid before filing a certificate of cancellation for an LLC or a certificate of dissolution for a corporation.
- 5A dormant company that has not been closed continues to accumulate reporting obligations, fees and penalties, and is exposed to a forced strike-off that leaves open questions regarding assets and debts.
A project has ended, the market did not justify itself, or the partners decided to part ways. In all these cases there remains a company abroad that needs to be closed properly. A proper closure ends the reporting obligations and fees, releases the directors from liability and allows the remaining money to be passed to the owners in an orderly way. A partial closure, or abandoning the company, may cost more than the closure itself. This guide explains the two main routes, compares five countries and sets out what happens in Israel, as of November 2026.
What is the difference between voluntary liquidation and strike-off?
Voluntary liquidation is a procedure in which the company stops operating, appoints a liquidator (or the directors act as liquidators), realises its assets, pays its creditors and distributes the balance to the shareholders. Strike-off is removing the name from the register without a realisation procedure, and it usually suits only a company with no assets, debts or open liabilities.
| Voluntary (solvent) liquidation | Strike-off | |
|---|---|---|
| Suits | A company with assets, contracts, employees or debts that need to be closed | A company that no longer has activity, assets or debts |
| Who manages | A liquidator appointed by the owners' resolution, or the directors under local law | The directors file an application with the registrar |
| Notice to creditors | Publication and an invitation to submit claims, within the period set by law | Usually publication and an opportunity to object |
| Distribution to owners | According to the final liquidation balance sheet and report | No significant distribution, as there are no assets |
| Finality | Relatively high, after a liquidation report and deregistration | In some countries the company can be restored to the register within a certain period |
| Duration | Months to more than a year, depending on the country and the tax clearance | Usually shorter, but also dependent on the tax clearance |
A company struck off while it still had assets or debts may be restored to the register at the request of a creditor or an authority. An asset that remains registered in the name of a struck-off company may get stuck. So strike-off is suitable only after all the assets have been transferred and all the debts closed.
How do you close a company in Romania, Bulgaria, Greece, Cyprus and Delaware?
In all the countries in the table the logic is similar: an owners' resolution, notice to creditors, settling tax obligations, final returns and deregistration. The differences are in the waiting period for creditors and whether formal tax clearance is required. The table includes only what has been verified in the sources at the end of this guide; details that were not verified are described in general terms.
| Country | Liquidation route | Strike-off or shortened route | Tax clearance and points to note |
|---|---|---|---|
| Romania (SRL) | Liquidation with a liquidator under Companies Law 31/1990 | Dissolution and simultaneous liquidation under Article 235, when the shareholders agree on the distribution of assets and there are no debts | A tax status certificate (certificat de atestare fiscală) with no debts; an objection period for creditors after publication in the Monitorul Oficial, and only after it an application for deregistration |
| Bulgaria (EOOD/OOD) | Liquidation under the Commerce Act, with a liquidator and a completion date, and registration in the Commercial Register | A shortened route enacted in 2024 for a company that has not operated or employed staff in the last 12 months | Notice to the tax authority (NRA) and the national social security institute (NSSI) and certificates from them before deregistration; a creditor invitation period before distribution |
| Greece (IKE/AE) | Liquidation (εκκαθάριση) with a liquidator and a liquidation balance sheet, and registration in GEMI | Faster liquidation for a small company without debts, under the law applicable to the company type | A declaration of cessation of activity with AADE, VAT deregistration and settling EFKA before final deregistration |
| Cyprus (Ltd) | Members' voluntary liquidation (MVL), with a declaration of solvency by the directors and a liquidator | Strike-off under section 327 of the Companies Law (Cap. 113), for a company with no assets and liabilities | In an MVL, tax clearance is required before the final meeting; in a strike-off at the directors' request (Form HE60), up-to-date financial statements and tax returns, a declaration that there are no assets and liabilities, and publication in the Official Gazette are required; a company can be restored to the register within a period set by law |
| USA - Delaware LLC | Winding up under the LLC agreement and the statute | Certificate of Cancellation with the Division of Corporations | The franchise tax and open reports are paid before cancellation; in addition, federal obligations to the IRS, such as a final return |
| USA - Delaware C-Corp | Dissolution under the Delaware General Corporation Law (DGCL) | Certificate of Dissolution | Annual reports and franchise tax are paid before filing; with the IRS, Form 966 is filed after a resolution to dissolve, and "final return" is checked on the last return |
For details on formation and structure in each country see Setting up an SRL in Romania, Forming a company in Bulgaria, Forming a company in Greece, Forming a company in Cyprus and A US LLC for Israelis.

Why is tax authority clearance the long stage?
Because the country's tax authority checks that all returns have been filed and that there are no debts, and only then approves or does not object to deregistration. A company that has not filed annual returns, VAT returns or payroll returns on time will have to complete them first, and sometimes pay penalties.
- Final financial statements: usually an opening liquidation balance sheet and a final liquidation balance sheet or report are required. In Cyprus, up-to-date audited statements are also required for the strike-off route.
- VAT: VAT deregistration and filing a final VAT return. Selling assets during liquidation may be subject to VAT.
- Corporate tax: gain from realising assets in liquidation, for example selling an apartment or equipment, is taxed in the company before distribution to the owners.
- Payroll and social security: lawful termination of employment, payment of employees' entitlements and a final report to the social security authorities.
- Withholding on distribution: in some countries the distribution of the liquidation surplus to the owners is subject to withholding tax, as a dividend or as a capital gain under local law. The rate and classification are checked against the treaty with Israel.
What do you do with the bank account, the assets and the debts?
The bank account is closed last, after all payments to the authorities and creditors have gone out and the distribution to the owners has been transferred. Closing too early leaves the company with no way to pay final fees or receive tax refunds.
- Map what is registered in the company's name: real estate, vehicles, shares in other companies, domains, trademarks, guarantees and leases.
- Decide for each asset: sell to a third party, transfer to the owners in kind, or transfer to another group company. Each option has tax consequences in the country and in Israel.
- Close contracts: office lease, suppliers, employees, licences. Check notice periods and exit penalties.
- Pay debts: local creditors, authorities, shareholder loans. A shareholder loan that is not repaid may be distributed or waived, and each has a tax meaning.
- Distribute the surplus according to the liquidation balance sheet, and transfer it to Israel with documents explaining the source of the money. See Transfer delays and source of funds at the Israeli bank.
- Close the bank account and keep the account statements and the liquidation documents for the limitation period in the country and in Israel.
An apartment or plot forgotten in the name of a company that was struck off may pass to the state or get stuck until the company is restored to the register, depending on local law. Before strike-off, check in the land register and the other registers that no asset remains in the company's name.
What are the tax consequences in Israel of liquidating a foreign company?
For an Israeli shareholder, liquidating the foreign company is usually a taxable event in Israel. The consequence depends on the company's structure and history, so the review is carried out with an Israeli accountant before the decision, not after.
- Distribution on liquidation: under the Income Tax Ordinance, a distribution of assets to shareholders on liquidation is generally treated as a sale of the shares, so a capital gain or capital loss may arise. Part of the amount may be classified as a dividend, according to the profits accumulated in the company.
- Capital loss: when the company made losses, liquidation may create a capital loss that can be offset under the offset rules in Israel. Make sure the original cost of the shares is documented.
- Foreign tax credit: tax withheld in the foreign country on the distribution may be credited in Israel under the treaty. See Israel's tax treaties by country.
- Controlled foreign company: if the company's profits were already taxed in Israel as a "deemed dividend", check how this affects the tax on distribution, so as not to pay twice.
- A company owned by an Israeli company: the liquidation affects the parent company's financial statements and tax, including a written-off investment and exchange differences.
- Reporting: the liquidation, the distribution and the deregistration are reported in the annual return in Israel. See the Israel Tax Authority reporting hub.
What is the risk of leaving a dormant company abroad?
A company that does not operate but has not been closed remains liable for returns, fees and sometimes an audit. Many owners discover the debt only when they need some approval, or when the authority starts proceedings against them.
- Accumulating returns and fees: an annual return to the register, a tax return, a VAT return and sometimes an annual fee. In Delaware, the annual franchise tax continues to apply as long as the company exists.
- Forced strike-off: many registrars strike off companies that have not reported, and in Cyprus section 327 of the Companies Law allows the registrar to strike off a company that is not operating. A forced strike-off does not close debts, and may harm remaining assets.
- Directors' liability: in some countries directors may be liable for tax debts or penalties of a company that is not managed.
- Bank account: banks close inactive accounts or require updated KYC documents; money left in the account may get stuck.
- In Israel: the company continues to be reported as a holding abroad, and you may be required to explain it.
In what order do you work?
- Check the position: open returns, tax debts, assets, contracts, employees and bank accounts.
- Plan the tax in both countries: a local accountant and an Israeli accountant determine how and when to distribute and what tax is expected.
- Choose a route: voluntary liquidation or strike-off, according to what remains in the company.
- Adopt an owners' resolution and appoint a liquidator where required, with translation and apostille for documents from Israel.
- Publish and notify creditors and wait for the period set by law.
- Realise, pay and file final returns, and request tax clearance or a certificate of no debts.
- Distribute, close the account and file the deregistration application, and keep all the documents.
What to check before deciding to close, and how we accompany it
Before deciding, prepare a complete list of what is registered in the company's name and of all open reporting obligations, and obtain a tax estimate in Israel and in the foreign country on the distribution. We assist with the legal mapping of the company and its assets, coordination between the lawyers and accountants in the foreign country and the accountant in Israel, preparation of the owners' resolutions and the documents from Israel, and tracking the stages through to deregistration. The procedure itself in the foreign country is carried out by professionals licensed there.
This guide is general information as of November 2026 and is not legal or tax advice. Closure procedures, periods and fees vary according to the country, the type of company and its position, and every case is examined on its own merits.
More on this topic: A company abroad: comparison between countries · Exiting a project: selling the asset or selling the shares · An Israeli company in Romania
Frequently asked questions
How do you close a company abroad that has no activity?
If it has no assets, debts or liabilities, you can usually apply for strike-off under the shortened route available in the country. First complete all returns and pay the taxes, because most registrars will not strike off a company that owes the tax authority.
What is the difference between liquidating a company and striking it off?
In liquidation, assets are realised, creditors are paid and the balance is distributed to the owners, usually through a liquidator. In strike-off the company is removed from the register without a realisation procedure, so it suits only a company that no longer has assets and debts.
How long does it take to close a company in Romania?
It depends on the route and the state of the returns. In simultaneous liquidation under Article 235 there is a first stage of resolution and publication, an objection period for creditors and only then an application for deregistration, with a tax status certificate showing no debts. Debts or an objection by the tax authority lengthen the procedure.
How do you close a Delaware LLC?
Wind up the LLC's affairs, pay the franchise tax and any open balance, and file a Certificate of Cancellation with the Division of Corporations. At the same time close the federal obligations with the IRS, including the final return and a request to close the EIN account.
Is liquidating a company abroad taxable in Israel?
Usually yes. A distribution on liquidation is treated as a sale of the shares and may create a capital gain or capital loss, and part of it may be treated as a dividend. Foreign tax withheld may be credited under the treaty. The review is carried out with an Israeli accountant before the liquidation.
What happens if you do not close a company abroad?
The company continues to accumulate reporting obligations, fees and penalties, and may be struck off by the registrar. A forced strike-off does not cancel debts, and assets left in the company's name may get stuck.
Is tax clearance needed to strike off a company in Cyprus?
In a members' voluntary liquidation, tax clearance is required before the final meeting. In the strike-off route under section 327, the company must be up to date with all audited statements and tax obligations, and have no assets and liabilities.
When is the company's bank account closed?
At the end, after all payments to creditors and authorities have gone out and the surplus has been transferred to the owners. Closing early leaves the company with no way to pay final fees or receive refunds.
Read next · 10 min readPermanent Establishment and a Remote Employee Abroad: When an Israeli Company Is Taxable in the Employee's Country, and What About Payroll and Social SecurityAn employee working from home abroad may create a permanent establishment for an Israeli company. Fixed place, dependent agent, building site, OECD 2025 home office update, payroll.Read the guideSources
- IRS - Closing a business (Form 966, final return, closing the EIN account)
- Andersen Cyprus - Methods of dissolving a Cyprus company (section 327, MVL)
- Djingov, Gouginski, Kyutchukov & Velichkov - New liquidation procedure in Bulgarian legislation (2024)
- Contabilul.manager.ro - Voluntary liquidation without a liquidator under Article 235, steps with ONRC and ANAF
- Delaware Division of Corporations
- Rightax - Strike off of a Cyprus company









