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Deputy Managing Partner

Lawyer, specializing in real estate, corporate, tax, civil and contract law, as well as litigation.

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Liquidation of LLC. The order of liquidation of LLC.

A limited liability company (hereinafter referred to as a limited liability company) may be liquidated by a decision of the general meeting of its members, including in connection with the expiration of the term for which the limited liability company was established (Part 1 of Article 150 of the CCU). The procedure for liquidation of a limited liability company must be defined in the constituent documents (Article 4 of the Law № 1576). The general liquidation procedure is as follows.
At the general meeting of founders, a decision is made on the liquidation of the company, which is formalized in the minutes. The general meeting of participants is considered authorized if it is attended by participants (representatives of participants) who together hold more than 50% of the votes. At the same time, the constituent documents of the LLC, in the authorized capital of which there is no state share, may establish a different percentage of votes of participants (representatives of participants), provided that the general meeting of participants is considered valid (Article 60 of Law 1576).
The decision to liquidate the company must contain the following information:
– personal composition of the termination commission (liquidation commission),
– registration numbers of taxpayers’ registration cards or series and passport number;
– the procedure and deadlines for creditors to submit their claims.
Further, the participants of the LLC are obliged within three working days from the date of the decision to liquidate the LLC in writing to notify the body carrying out the state registration of the decision.
The personal composition of the termination commission (liquidation commission) is indicated in the decision on termination of the legal entity. From the moment of appointment, the liquidation commission shall be empowered to manage the affairs of the legal entity. The chairman of the commission, its members represent it in relations with third parties and act in court on behalf of the legal entity being terminated (Part 4 of Article 105 of the CCU).
The technical administrator of the Unified State Register on the day of registration of the termination of the legal entity provides transfer to information systems (Part 2 of Article 13 of the Law № 755):
– the central body of executive power, which implements the state policy in the field of statistics, and the central body of executive power, which implements the unified state tax policy and the state policy on administration of the single contribution to the obligatory state social insurance;
– Pension Fund of Ukraine;
– National Commission on Securities and Stock Market – information on the registration of the state registration of the decision to terminate the legal entity.
Information from the Unified State Register on state registration of termination of LLC is the basis for deregistration in the state statistics, state fiscal service, Pension Fund of Ukraine and / or other actions in accordance with the law (Part 4 of Article 13 of Law № 755).
Information from the Unified State Register on the existence of an entry on the state registration of termination or on the stay of a legal entity in a state of termination is provided to applicants in the form of free access through the portal of electronic services.

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