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Liquidation of the LLC

Liquidation is one of the forms for a business company to terminate its operation. Liquidation implies termination of rights and obligations assumed by a limited liability company without succession (assignment of rights and obligations to other persons).

Pursuant to the law, a limited liability company is wound-up in the following cases:

  • by the decision made by the company’s supreme body;
  • upon expiration of the operation term or achievement of a goal for which it was incorporated;
  • by the court decision as advised by the authorities exercising control over the company’s operation, in case of the company’s regular or gross violations of law;
  • by the decision of business court in accordance with the procedure established by the Law of Ukraine ‘On Restoration of Debtor’s Financial Solvency or Its Acknowledgement as a Bankrupt’;
  • any other grounds set forth in the incorporation documents of the limited liability company.

Voluntary winding-up of business company is carried out by a liquidation commission (liquidator) appointed by a general meeting of LLC’s members. Since the date of its appointment, the liquidation commission succeeds the authorities for management of the business company’s affairs.

Liquidation commission posts information of LLC winding-up and takes a range of measures as required by law, in particular:

  • takes all required measures to recover accounts receivables of the LLC being wound-up, and notifies in writing each of the debtors on termination of a legal entity within the terms established by law;
  • raises and runs claims on recovery of debts from the LLC’s debtors;
  • closes accounts opened in any financial institutions, except for the account used for settlements with the creditors in the course of LLC liquidation;
  • takes measures for taking inventory of the LLC’s property being wound-up, as well as the property of its branches, representative offices and subsidiaries, and property confirming its equity rights in other legal entities; identifies and takes measures aimed at return of property kept by any third parties;
  • takes measures aimed at closing LLC’s detached divisions (branches, representative offices), dismisses employees of the LLC being wound-up as required by labor code;
  • ensures timely submission of the LLC’s documents (its branches, representative offices) to state tax service, pension fund of Ukraine, social security fund, including primary source documents, ledgers and tax ledgers for inspection and detection of unpaid taxes, duties, social insurance premiums, premiums to the pension fund of Ukraine and social security fund (if any);
  • arranges for sale of LLC’s property in case LLC's funds are not enough to satisfy the creditor’s requirements;
  • prior to approval of a liquidation balance sheet, draws up and submits reporting for the last accounting period to the state tax authority, the pension fund of Ukraine and social security fund;
  • upon settlements with the creditors, draws up a liquidation balance sheet, ensures its approval by the general meeting of shareholders, by court or a body that made a decision on LLC’s termination, and ensures its submission to the state tax authority;
  • returns the returnable licenses, permits and other documents, as well as stamps and seals to the relevant governmental authorities and local self-government bodies;
  • transfers documents which are subject to mandatory storage to the relevant archives as established by law.

For state registration of LLC’s termination through liquidation, a chairman of liquidation commission (or any person authorized by the chairman) – upon completion of liquidation procedure stipulated by law but not until expiration of terms for the creditors to set their claims – submits a package of documents required by law to the state registrar.

If documents are submitted in full and in compliance with the established terms and all legal requirements, and state tax authority and/or pension fund did not provide any notice on their objections against state registration of terminated legal entity, a state registrar makes an entry to the Unified State Register on state registration of terminated legal entity due to its liquidation.

At the same time, a state registrar notifies the relevant statistical offices, state tax inspection and pension fund of Ukraine on state registration of the company termination.

Liquidation of a limited liability company is considered completed and the company as terminated since the respective date of entry to the Unified State Register on state registration of the company termination through liquidation.

Specialists of ‘KD CONSULTING’ legal & consulting firm provide in-depth consultancy concerning liquidation of a limited liability company and practical help on all stages of it.

 

(044) 521-11-40
(099) 260-75-75

15, P. Lyubchenko Str., Kyiv, 03680, Ukraine
E-mail: kd@kdconsulting.com.ua