It is much easier to create a company than to liquidate it. The liquidation procedure takes more time, since it requires not only the entry into the register of information that the enterprise is terminating its activities, but also the provision of evidence to the appropriate authorities that the enterprise can be liquidated.
We will advise you on all matters of liquidation of the enterprise, and also help you go through the liquidation procedure as soon as possible, depending on your specific situation.
The sequence of liquidation of the enterprise
The liquidation procedure consists of the following steps:
- adoption of the decision of the owners on the liquidation (termination) of the enterprise
- submission to the state registrar of a notarized copy of the decision of the founders on the termination of the legal entity
- submission to the state registrar of a document confirming the payment of a fee for the publication of a notice on the adoption of a decision on liquidation in a specialized print media
- appointment by the owners of the liquidation commission
- deregistration with the tax authorities
- deregistration in state funds
- closing accounts
- making an entry in the USR on the termination
- destruction of the seal
It should be noted that it will not be possible to liquidate an enterprise in less than two months, since the legislation establishes a minimum period for the procedure for liquidating an enterprise.
The liquidation procedure begins with the decision to liquidate. For different legal entities, there is a different procedure for making such a decision.
For an economic company, one of the grounds for liquidation is the decision of the supreme body of the company.
For a joint-stock company such body is the general meeting of shareholders. The decision is documented in the minutes and adopted by at least 3/4 of the votes of the shareholders participating in the meeting, and the meeting is recognized as competent if the shareholders with at least 60% votes took part in them.
For LLCs and OJSCs, such a body is a meeting of participants. The decision is made by a simple majority of votes and is documented in the minutes of the meeting of participants.
In case of liquidation of a private or subsidiary enterprise, the decision is made by its owner.
The next step after the decision to liquidate the enterprise is made, the owner notifies the body that carried out the state registration about this in order to make an appropriate entry in the Unified State Register.
To do this, the applicant submits to the state registrar a notarized copy of the decision of the founders to terminate the legal entity, along with a document confirming the payment for the publication of a message on the decision to liquidate in a specialized print media (newspapers "Voice of Ukraine", "Government Courier", "Bulletin state registration).
The liquidation notice must contain the following information:
- information about the legal entity (name, code, location)
- grounds for making a decision on termination (liquidation)
- place and date of making an entry in the USR on the decision to terminate
- date of appointment and details of the liquidation commission or liquidator
- the procedure and time period for creditors to file claims against a legal entity that is being terminated (the deadline for filing claims by creditors cannot be less than two months from the date of publication of the notice, therefore, the notice must indicate that creditors' claims are accepted within two months at the address of the enterprise)
Since the appointment of the liquidation commission, it manages the affairs of the legal entity and can act in court on behalf of the legal entity that is being liquidated. At the same time, the main task of the liquidation commission is to complete the activities of the enterprise with the least harm to both its founders and its counterparties.
Deregistration with the tax authorities occurs by providing the chairman of the liquidation commission to the tax office with the following documents:
- application for termination on form 8-OPP
- original certificate in form 4-OPP (on registration)
- a copy of the liquidation order
- a copy of the administrative document on the establishment of the liquidation commission
Within 10 days after the submission of the application, the first liquidation balance sheet is submitted, after the deadline for submitting claims by creditors, an interim liquidation balance sheet is drawn up. After completion of all calculations, a liquidation balance sheet is drawn up, which is approved by the participants of the legal entity. Based on the 8-OPP tax application, a decision is made to conduct an unscheduled field audit, which can last up to one month. After that, you need to sign a bypass sheet, and this is two dozen signatures. After that, you can get a certificate in the form No. 22-OPP about the absence of debt, which is valid for two months. During this time, it is necessary to have time to complete all procedures at the state registrar.
After deregistration with the tax authorities, the next step is deregistration in state funds:
- pension fund (maximum period of verification is 10 days)
- FSS from an accident (maximum inspection period is 15 days)
- Social Insurance Fund for Disability (maximum inspection period is 15 days)
- Social Insurance Fund in case of unemployment (maximum verification period is 10 days)
After the audit and in the absence of debt, the funds issue certificates of deregistration of the enterprise. Deregistration procedures in state funds take less time than in tax, but still require a certain amount of time and knowledge of the specifics.
After deregistration of the enterprise in the tax and in all funds, the accounts of the enterprise that is being liquidated are closed. All current accounts in bank institutions are closed, except for one, for the liquidation procedure, which must be closed no later than the date the tax inspection report is drawn up. It is also necessary to obtain a certificate from the archival institution on the acceptance of documents subject to long-term storage.
After all procedures have been completed, an entry on termination (liquidation) is made in the USR. In order to make an entry in the USR on the state registration of the termination of a legal entity, the liquidation commission after the completion of the liquidation procedure must submit the following documents to the state registrar:
- a completed registration card for state registration of the termination of a legal entity in connection with the liquidation
- certificate of state registration of a legal entity
- original constituent documents
- an act of the liquidation commission with a liquidation balance sheet, which is approved by the decision of the founders (participants) or a body authorized by them
- certificate of the relevant body of the state tax service on the absence of debts on taxes, dues
- certificate of the relevant body of the Pension Fund of Ukraine on the absence of debt
- certificates of the relevant bodies of social insurance funds on the absence of debt
- certificate of the archival institution on the acceptance of documents that, according to the law, are subject to long-term storage
The state registrar, in the absence of grounds for leaving the documents without consideration, must, within three days, make an entry in the Unified State Register on the state registration of the termination of the legal entity as a result of its liquidation. The date of this entry means the complete liquidation of the legal entity.
The final stage of liquidation of the enterprise is the destruction of the seal.
We will submit to the internal affairs bodies the seals and stamps of the enterprise for their destruction.
Our lawyers will prepare and complete the necessary documents for deregistration with the tax authorities of an enterprise that is being liquidated.
Our lawyers will prepare and complete the necessary documents for deregistration in the pension fund and social insurance funds of an enterprise that is being liquidated.
We will collect all the documents and submit them to the state registrar for making an entry in the USR on the state registration of the termination of the legal entity.
We will help you complete the liquidation of the company or, if you have already started the liquidation of the company and are at a certain stage of liquidation, we will help you complete it.
