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Liquidation of the JSC

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

Pursuant to the law, a joint-stock company may be 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 joint-stock company.

Voluntary winding-up of a joint-stock company is carried out by a liquidation commission appointed by a general meeting of shareholders. Since the date of its appointment, the liquidation commission succeeds the authorities of the supervisory board and executive body of the joint-stock company. Liquidation balance sheet drawn up by a liquidation commission is subject to approval by the general meeting.

Liquidation commission posts information of winding-up of the joint-stock company and takes a range of measures, in particular:

  • takes all required measures to recover accounts receivables of the joint-stock company 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 files claims on recovery of debts from the debtors of the joint-stock company;
  • closes accounts opened in any financial institutions, except for the account used for settlements with the creditors;
  • ensures cancellation of registered issue of JSC’s shares with the National Securities and Stock Market Commission of Ukraine;
  • takes measures for taking inventory of the JSC’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 for closing any detached divisions of the JSC (branches, representative offices), dismisses employees of the JSC being wound-up as required by labor code;
  • ensures timely submission of the JSC’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 JSC’s property in case JSC'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, 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 JSC’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, including a copy of resolution on cancellation of registered issue of shares, which must be certified by the National Securities and Stock Market Commission, and a certificate issued by the relevant body of the National Securities and Stock Market Commission on absence of cancelled issues of such JSC’s securities.

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 joint-stock company due to its liquidation.

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

Liquidation of a joint-stock 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 joint-stock 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