TERMINATION OF A LEGAL ENTITY. ALGORITHM OF ACTIONS

Complete liquidation of the legal entity is a rather complex and long-term procedure. Many owners of companies do not have information on what exactly is the procedure for liquidation of the company. Let's try to figure out which stages is the procedure of liquidation on the example of the most common form of management - LLC (limited liability company).

Liquidation of a company is a procedure that results in the termination of a legal entity, that is, the entry of a record of termination of a legal entity into the Unified State Register of Legal Entities, Individuals-Entrepreneurs and Public Units (hereinafter referred to as the USR), after which the company ceases to exist.

The deadlines for liquidation of the company are very difficult to predict. In any case, the term for lenders to submit their claims to a legal entity that ceases its activities may not be less than two months (Part 5 of Article 105 of the Civil Code of Ukraine), which sets a minimum term for liquidation. However, inspections by the authorities, company asset sales, receivables and payables, as well as many other actions related to the liquidation of the company, can last for more than two months.

If the company's liquidation procedure is very succinct, it is as follows: the company decides to liquidate, informs all authorities and its lenders, dismisses employees, stops production, sells their property, transfers all remaining funds to its owners, closes current accounts, cancels all certificates, licenses, permits, passes an audit in the tax authorities, transfers the relevant documents to the archive and is finally liquidated by entering the record in the URE.

Conditionally, the process of eliminating a company can be divided into the following stages:

Adoption of the decision by the owners (participants, shareholders) of the company about the voluntary liquidation of the company and fixing such a decision in the minutes of the general meeting of the participants.
For the most part (in accordance with the constituent documents) the decision on voluntary liquidation of the company is taken at the meeting by the owners (participants, shareholders) who have a controlling stake in corporate rights. They only need to vote on the decision to liquidate the company. (Part 2 of Article 135 of the Commercial Code of Ukraine).

Such decisions are made by the relevant protocol, which specifies the number of participants participating in the meeting, the agenda, the results of consideration of agenda issues, the liquidation commission is appointed, its powers and the procedure for making decisions are determined. (Article 15 of the Law of Ukraine "On State Registration of Legal Entities and Natural Persons - Entrepreneurs and Public Formations" of 15.05.2003 No. 755-IV).

Notice to the body that carries out the state registration (state registrar, notary public) about the beginning of the liquidation procedure of the company
Participants of a legal entity are obliged to notify in writing about the termination of a legal entity the body that carries out the state registration. The relevant information is provided to the USR that the legal entity is in the process of termination (Part 1 of Article 105 of the Civil Code of Ukraine).

Notification of controlling bodies about the beginning of the liquidation procedure of the company
The taxpayer is obliged to inform the control bodies at the place of accounting of such a payer about its liquidation or reorganization (except for cases when the obligation to make such notification is entrusted by law with the state registration body) (paragraph 11.1 of the Procedure for recording tax payers and fees approved by the Order MFU No. 1588 dated 09.12.2011).

Detection of lenders and announcements of the last about the beginning of the liquidation procedure of the company
Having analyzed the accounting data and other documents of the company, it is necessary to independently identify the lenders and send them relevant communications with a proposal to send their claims (Part 4 of Article 105 and Part 1 of Article 11 of the Civil Code of Ukraine).

Sale of all assets of the company, satisfaction of claims of creditors, settlements with owners (participants, shareholders) of the company in accordance with the size of their corporate rights, registration of the company's liquidation balance sheet
To meet the requirements of creditors also includes the implementation of all payments for the payment of taxes, fees, a single contribution to compulsory state social insurance, as well as insurance premiums. In case if after the settlements with the creditors there are still any assets, it is necessary to make settlements with the participants (owners, shareholders) of the company.

Upon completion of settlements with creditors, the liquidation commission (liquidator) makes a liquidation balance, ensures its approval by the participants of the legal entity and provides submission to the Taxpayers Service Center at the place of registration of such a payer (clause 11 of Article 11 of the Civil Code of Ukraine).

Closing bank accounts of a company, obtaining bank statements, canceling certificates, permits, customs accreditation, exclusion from registers, etc.
For expeditious and qualitative completion of the procedure for termination and withdrawal in the controlling bodies of the taxpayer, steps must be taken to close the current accounts in banking institutions (if there are securities accounts) and to receive an account statement for the last 3 years (1095 days checked) , cancellation of certificates, permits, accreditation at customs, exclusion from registers, etc. (Article 11 of the Civil Code of Ukraine).

Also, measures should be taken to dismiss workers. (Articles 40 and 49-2 of the Labor Code).

Conduct an audit by the Department of Audit of the State DPS in Kiev or the decision of the head of the decision on the inappropriate conduct of inspections.
Documentary unscheduled inspections of taxpayers for which a decision was made to terminate a legal entity, the procedure for the reorganization of a legal entity (in addition to conversion), the closure of a permanent establishment or a separate subdivision of a legal entity, including a foreign company, an organization, was instituted, proceedings were initiated on the recognition of a bankrupt of the payer taxes or an application for taxpayer registration is filed in accordance with clause 78.1.7 of clause 78.1 of Article 78 of the Tax Code of Ukraine.

The Head of the State DPS in Kyiv may decide to discard without conducting a documentary audit if the entity does not report or reports on the absence of transactions, has no open accounts (not opened or closed more than 1095 days, or an extract from the bank confirms the lack of funds), does not have a tax debt, does not have employees (all are dismissed), certificates of the VAT payer have been canceled, excluded from the registers, etc.

Receipt from the tax authority and management of the pension fund certificates about the absence of arrears in payment of taxes, fees and the absence of arrears in payment of a single contribution to the mandatory state social insurance, as well as insurance premiums.
After the documentary unscheduled inspection of the taxpayer and its separated divisions and the expiration of the statutory time limits for the payment of the agreed monetary obligations of such a taxpayer and its separate units, in the absence of any objections of the controlling body regarding the state registration of the termination of a legal entity, and the establishment of the fact of the absence of arrears of the payer taxes and its separate units in front of the budget for payment of payments, the control over which carry out supervisory bodies, GU DFS in Kyiv signs a dispatch letter of such a business entity and in the order of exchange of information between the DFS authorities and the Unified State Register of Legal Entities, individuals - entrepreneurs and public entities of the Ministry of Justice of Ukraine sends information about the absence of objections against the conduct state registration of the termination of a legal entity. (Article 13 of the Law of Ukraine "On State Registration of Legal Entities and Natural Persons - Entrepreneurs and Public Formations" of 15 May 2003 No. 755-IV).

Transfer to the relevant archival institution of documents subject to prolonged storage, destruction of seals, stamps.
Documents that are subject to prolonged storage must be transferred to the relevant archival institution, as a result of which you will receive the relevant certificate. For example, payroll data is subject to prolonged storage, and so on.

The norm on the obligation to take the stamps and stamps for destruction in the internal affairs bodies has expired, therefore it is necessary to organize the destruction of seals and stamps of the company independently (having made the corresponding act) (Order of the Ministry of Justice of Ukraine dated March 14, 2013, No. 430/5).

Entering information on the termination of a legal entity in the Unified State Register.
Upon completion of the previous stages of the company's liquidation procedure, it is necessary to record in the Unified State Register of Legal Entities and Individual Entrepreneurs about the final liquidation of the Company as a Legal Entity.

The final stage in the procedure for liquidation of an enterprise is the submission by the state registrar of the data on the registration of the termination of a legal entity by liquidation, which gives the liquidator (head of the liquidation commission) a notice on the state registration of the termination of a legal entity. (Article 17 of the Law of Ukraine "On State Registration of Legal Entities and Natural Persons - Entrepreneurs and Public Formations" of 15 May 2003 No. 755-IV).