Liquidation of a limited liability company (LLC) is a procedure for phasing out the activities of a legal entity.
The activity of a legal entity is terminated by making a registration entry in the Unified State Register of Legal Entities and Individuals of Entrepreneurs of Ukraine on a change in the status of a legal entity, namely information on termination of activity.
Necessity liquidation of the organization may be due to various reasons: bankruptcy; initiative to tax authorities; the decision of the owner or owners.
liquidation procedure assumes that the closure of the organization can be both voluntary or Involuntary.
Thus, under the termination of a legal entity, understand a certain legal procedure, including the preparation of documents and the commission of a number of necessary procedural actions established by the Law, on the basis of a voluntary or compulsory decision to terminate activities, as a result of which a legal entity receives the status of a graduated activity.
If a company no longer make a profit, or has reached its goals, the company’s owners may decide to close it. By law, the founders have the right to do with the firm in its sole discretion.
Just throw LLC is not always work, as even at zero revs organization must be submitted statements to the tax authorities, as well as in the future, there may be questions to the owners regarding the participation in the company (such as the state registrar in the case of 100% of corporate rights in the Company, since, at the moment it is allowed to have only one such company to an individual, etc.).
Liquidation by court order.
Forced closure by court order the company in recent years is quite a popular method for voluntary liquidation LLC. The spread of this method is associated with a significant complication of the normal procedure of voluntary liquidation by the tax authorities.
The causes and reasons for liquidation LLC through the courts, can be different. Including such reasons apply violation of the order by the Company of economic activities, such as unlicensed activities, tax evasion or a material breach of the laws in the organization of the LLC.
Liquidation through bankruptcy.
It is also possible to voluntarily liquidate the LLC through bankruptcy. The bankruptcy procedure is applied compulsorily at the request of creditors.
An obligatory condition for the forced liquidation through bankruptcy, is the inability of the company to pay all its creditors and the lack of tools and options for financial recovery. Liquidation occurs after recognition of the arbitration court of bankruptcy.
Liquidation LLC through the sale.
One of the most common variants of liquidation of the Company, is selling it to third parties. In fact it is 100% way to get rid of the LLC, for a small sum. But if the company has a history of problems or in carrying out business activities, this method may not be suitable.
The first stage – is carrying out the founders’ meeting at which the decision to liquidate the company. Assembly can be authorized and carried out only in the presence on it of more than 60% of participants of the Company, unless otherwise provided by statute. To the solution was considered accepted for him must vote in more than half of those present at the meeting. Also at the meeting shall appoint the members of the liquidation committee, which will deal with the closure of the enterprise.
In a special edition located publication of the company’s liquidation. It shall specify the period during which creditors may present claims to the organization. Typically the duration of 2 months.
Compiling the list of creditors and debtors with the definition of total receivables and payables. Happening calculation with counterparties in the first place with the tax authorities.
If you plan to reduce the authorized capital, then sent a notice to creditors of organization that can make the appropriate protest against this decision.
It held an inventory of goods and material values (GMV), fixed assets, cash and other tangible and intangible assets. As a result, it prepared a liquidation balance sheet at the date of the decision to liquidate the company.
Served a package of documents to the state registrar and paid a mandatory payment in the amount of several non-taxable minimum incomes of citizens in accordance with the legislation in force at the time of liquidation. The package of documents includes the following documents:
- the original decision to liquidate the LLC;
- receipt of payment of the publication of the liquidation;
- power of attorney for the representative.
The bodies of state tax administration also notified of the company’s liquidation.
Submission of the liquidation balance to the tax made within 10 days of notification of the State Tax Inspectorate about the closure of the enterprise.
Removal from the register to the Pension Fund of Ukraine and social insurance funds, takes place within 10 days from the day the decision to liquidate, by submitting an application.
Closing a bank account, with a simple notification and submission of a copy of the decision on liquidation.
Tax assigns time and date for unscheduled inspections, during which verified the correctness and completeness of tax payment.
The last step is the submission of the state registrar of the final package of documents:
- a completed and certified by the registration card;
- help the absence of debts;
- archive references acceptance of long-term storage.
After completing all these procedures, LLC is considered closed. Relevant information can be seen in the state register of legal entities.
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