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Liquidation

 

Law Firm “PATRIOT” liquidates enterprises of all forms of ownership throughout Ukraine, involving any complexity, and provides a guarantee.

Get advice: +38 095 940-20-20 +38 044 578-10-51

 

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Liquidation

Liquidation is the process upon which financial and economic activities of a legal entity terminate. Liquidation of enterprises can occur at the initiative of the owner(s).
Law Firm “PATRIOT” liquidates enterprises of all forms of ownership throughout Ukraine, involving any complexity, and provides a guarantee.

What kind of businesses it is applied to?
— to enterprises that do not have debts to the budget and counterparties;
— to enterprises that submitted tax and accounting reports on time.

Disadvantages:
— conducting of unscheduled inspections by controlling bodies;
— the term of the procedure depends on the quickness of the inspections, 3 to 6 months, but the time can be much longer. It depends on a particular enterprise.

The result you will get:
■ liquidation will save you from the necessity of constant submitting “empty” reports and making mandatory payments;
■ a record on termination of activities in the Unified State Register of Legal Entities and Individual Entrepreneurs of Ukraine;
■ de-registration with tax authorities, the pension fund, i.e. official closing.

How we work:

  1. You call us on the phone or leave a request on the web-site.
  2. We hold consultations upon the closure of an enterprise.
  3. You pay 50% of the cost of service.
  4. We prepare the necessary documents.
  5. Our specialists carry out a complete liquidation of an enterprise and then you pay the remaining 50% of the cost.

The price for the complete liquidation of the enterprise: UAH 24,000.

Procedure for liquidation by decision of the owners:
Paragraph 1 of Article 105 of the Civil Code of Ukraine provides that members of a legal entity are obliged to notify in writing the body carrying out state registration about the termination of a legal entity within three days, which shall enter information in the Unified State Register on the fact that the legal entity is in the process of termination.

Paragraph 9 of Article 17 of the Law of Ukraine “On State Registration of Legal Entities and Individual Entrepreneurs” defines a list of documents to be provided to the state registrar:
• an original or a notarized copy of the decision of the founders (members) or the body authorized by them to terminate the legal entity;
• a power of attorney of the representative with the right to submit the above documents to the state registrar (the head of the enterprise can file documents without a power of attorney, provided that information on his appointment/authorities is in the Unified State Register);
• a passport.

Within the framework of the same protocol on liquidation, we draw up a decision on the appointment of a liquidation commission a liquidator), determine its/his/her powers, as well as a procedure for taking decisions. We also define the procedure and deadline for presentation (not less than two and not more than six months from the date of disclosure of information about the liquidation of an enterprise on the web-site of the registration service) of claims by creditors to a legal entity being terminated.

Audits:

Audit with a tax body

The taxpayer is obliged to notify the controlling body at the main place of record of its liquidation or reorganization within three working days from the date of the relevant decision (unless the obligation to provide such a notification is imposed by law on the state registration authority).

Data on taking a decision to terminate legal entities, information about which is contained in the Unified State Register, shall be received from state registrars according to the Mutual Exchange Procedure.

If the procedure for termination of a legal entity, the controlling body shall take a decision to conduct (not to conduct) a documentary unscheduled audit of the taxpayer who is registered with such a body.

Prior to the end of the period determined for the creditors to submit their claims, as well as on the day of receipt of the request from the state registration entity, the controlling body shall transfer information to the Unified State Register in the manner of information interaction between the Unified State Register and the information systems of the Central Controlling Body: on the arrears in payment of taxes and fees.

Audit with the Pension Fund

It is not necessary to separately file any applications (letters) on liquidation with the funds for compulsory social (pension) insurance, since information on the termination of a legal entity by way of liquidation is received by them via e-mail from the state registrar. You must only independently contact your inspector in the Pension Fund in order to agree upon the procedure for conducting an unscheduled audit.

As a general rule, in accordance with clause 5.1. of the Procedure for Registration and De-Registration with the Bodies of the Pension Fund of Ukraine, of Payers of a Single Contribution to Compulsory State Social Insurance, approved by the Decree of the Board of the Pension Fund of Ukraine No. 21-6 dated 27.09.2010, the bodies of the Pension Fund of Ukraine are obliged to conduct an audit within 10 days from the receipt of information from the state registrar on the beginning of the liquidation of an enterprise. Such information is received by the bodies of the Pension Fund of Ukraine in electronic form. After conducting an unscheduled audit of the payer, the Pension Fund of Ukraine draws up a certificate on the absence of arrears on the payment of a single fee for compulsory state social insurance and insurance funds to the Pension Fund of Ukraine and social insurance funds.

Settlements with creditors and other actions taken upon liquidation of the enterprise

  1. We close all accounts opened with banking institutions, except one UAH account, which will be used within the liquidation procedure. It is regulated by the Instruction on the Procedure for Opening, Using and Closing Accounts in National and Foreign Currencies approved by the Resolution of the Board of the National Bank of Ukraine No. 492 dated 12.11.2003. We also close branches and representative offices of the enterprise.
  2. We carry out an inventory and evaluation of the property of the enterprise. The procedure for carrying out the inventory is stipulated in the Regulation on the Inventory of Assets and Liabilities approved by the Order of the Ministry of Finance of Ukraine No. 879 dated 02.09.2014. Property valuation is carried out by the entity carrying out professional appraisal activity in accordance with the provisions of the Law of Ukraine “On the Valuation of Property, Property Rights and Professional Appraisal Activity in Ukraine”, the National Evaluation Standards.
  3. We collect receivables. Shares of an enterprise in the authorized capitals of other business entities are also subject to allocation, valuation and sale.
  4. At the end of the period for presentation of claims by creditors, the liquidation commission (liquidator) shall draw up an interim liquidation balance sheet, which is subject to approval at the general meeting of the enterprise members. In the interim liquidation balance sheet, the creditors’ claims recognized by the liquidation commission shall be included. After the approval of the interim liquidation balance sheet, the liquidation commission (liquidator) shall perform settlements with creditors in the order of priority provided for by the Article 112 of the Civil Code of Ukraine.

In case of insufficient funds for settlement with creditors, we sell the enterprise’s assets.

In case of insufficiency of all assets of the enterprise for settlement with creditors, we appeal to the economic court at the place of its location with a petition for bankruptcy proceedings. After the initiation of the bankruptcy case, the liquidation procedure shall be regulated by the Law of Ukraine “On Restoring the Debtor’s Solvency or Declaring it Bankrupt”.

  1. After settlements with creditors, the liquidation commission (liquidator) shall draw up an act of the liquidation commission with the liquidation balance sheet, which is subject to approval by the decision of the founders (members) or the body authorized by them. Requirements on mandatory confirmation of the liquidation balance by the audit report, as well as on the notarial certification of signatures in the liquidation balance sheet, have been cancelled since 19.12.2011. The order of satisfaction of creditors’ claims within the framework of the liquidation procedure by the owner’s decision is established in the Article 112 of the Civil Code of Ukraine.
  2. We close the current account opened with the banking institution, which we used to settle accounts with creditors.
  3. De-registration of the enterprise with the bodies of the state tax service, funds of compulsory pension (social) insurance occurs without your participation, automatically after the above-mentioned bodies receive information from the state registrar in electronic form.
  4. We make settlements with members of the limited liability company in the event that, after settlements with creditors, we still have assets.
  5. Seals and stamps of the enterprise. Until 22.02.2011, this was regulated by the Instruction on the procedure for issuing permits to ministries and other central bodies of executive power, enterprises, institutions, organizations, business associations and citizens for the right to open and operate stamp-engraving workshops, the manufacture of seals and stamps, as well as the procedure for issuing permits for placing orders for the manufacture of seals and stamps, and approvals of the Conditions and rules for the implementation of activities for the opening and operation of stamp-engraving workshops, from the preparation of stamps and seals approved by the Order of the Ministry of Internal Affairs of Ukraine No. 17 dated 11.01.1999.

Until 22.02.2011, in addition to the document on payment for the services of the licensing system, the protocol on liquidation and two copies of the seal imprints, it was necessary to file an application for the destruction of seals. Having paid UAH 18 for the services of the permitting system body, it was possible to destroy the seal and receive a receipt for destruction with a copy of the seal on the day of filing the documents.

After 22.02.2011, taking into account that the above Instruction became void, the norm on the obligation to submit seals and stamps for destruction to the internal affairs bodies is not in force at the moment.

  1. We transfer documents that are subject to long-term storage to an appropriate archive institution, and we receive an appropriate certificate thereof. For example, information on the payment of wages is subject to long-term storage (75 years).

Final package for de-registration of an enterprise from the unified register

Not earlier than two months after the filing of the first resolution on liquidation to the state registrar, but no later than six months after that, we make entries in the Unified State Register of Legal Entities and Individual Entrepreneurs about the liquidation of the enterprise as a legal entity.

For this we submit the following list of documents to the state registrar.

  • a completed application for state registration of termination of a legal entity as a result of its liquidation;
    • a certificate of the archival institution on the acceptance of documents that are subject to long-term storage under the law.

Until 2016, at the final stage, it was also necessary to file certificates on the absence of arrears in the payment of taxes and single social contributions. Now the legal model has changed and you do not need to submit these certificates to the state registrar anymore.

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