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Publication date: 22.05.2024
lawyer, 23 years of experience in enforcement.
Termination of a legal entity as a result of joining
In accordance with the provisions of Art. 104 of the Civil Code of Ukraine, a legal entity is terminated as a result of reorganization (merger, merger, division, transformation) or liquidation. In case of reorganization of legal entities, property, rights and obligations are transferred to the legal successors.
According to the prescriptions of Article 106 of the Civil Code of Ukraine, the incorporation of a legal entity is carried out by a decision of its participants or a body of a legal entity authorized to do so by the founding documents, and in cases provided for by law - by a decision of a court or relevant state authorities.
The decision on the termination of a legal entity is signed by the authorized persons of the legal entity or legal entities that are being terminated and of the legal entity – successor.
In accordance with Part 1 of Art. 105 of the Civil Code of Ukraine, members of a legal entity, a court or a body that made a decision to terminate a legal entity, are obliged to notify the state registration body in writing within 3 working days from the date of the decision.
According to Art. 8 of the Law of Ukraine "On State Registration of Legal Entities, Individuals - Entrepreneurs and Public Organizations" dated 15.05.2003 No. 755-IV, in case of merger of legal entities, state registration of termination of legal entities terminated as a result of merger, and state registration of changes to information is carried out , contained in the Unified State Register, regarding the legal succession of the legal entity to which they join.
In accordance with Part 5 of Art. 104 of the Civil Code of Ukraine, a legal entity is one that has ceased to exist from the date of entry into the unified state register of its termination.
Part 3 of Art. 105 of the Civil Code of Ukraine established that after a decision on the termination of a legal entity is made, a necessary step is to create a commission for the termination of a legal entity, determine the procedure and deadlines for creditors to declare their claims against the terminated legal entity.
The performance of the functions of the commission on the termination of a legal entity may be entrusted to the management body of the legal entity.
From the moment of appointment, the authority to manage the affairs of a legal entity is transferred to the commission for the termination of a legal entity. The head of the commission and its members represent the legal entity in relations with third parties and appear in court on its behalf.
According to the provisions of Part 5 of Art. 105 of the Civil Code of Ukraine, the deadline for creditors to declare their claims to a legal entity that is being terminated cannot be less than 2 and more than 6 months from the date of publication of the notice of the decision to terminate the legal entity.
Each separate claim of the creditor, in particular regarding the payment of taxes, fees, a single contribution to mandatory state social insurance, insurance funds to the Pension Fund of Ukraine, social insurance funds, is considered, after which an appropriate decision is made, which is sent to the creditor no later than thirty days from receipt by the liquidated legal entity of the corresponding claim of the creditor.
Part 1 of Art. 107 of the Civil Code of Ukraine establishes that the creditor may demand from a legal entity that is being terminated, the fulfillment of obligations of which is not ensured, the termination or early fulfillment of the obligation, or the provision of the fulfillment of the obligation.
In accordance with Part 2 of Art. 107 of the Civil Code of Ukraine, after the expiration of the term for presenting claims by creditors and satisfying or rejecting these claims, the commission for termination of a legal entity draws up a transfer act.
The deed of transfer is approved by the participants of the legal entity or the body that made the decision to terminate it, except for cases established by law.
The requirements for submitted documents are established by Art. 15 of Law No. 755-IV. The list of documents to be submitted for state registration is established by Part 14 of Art. 17 of the same Law.
According to Art. 26 of Law No. 755-IV, consideration of documents submitted for state registration and other registration actions regarding legal entities shall be carried out within 24 hours after receipt of documents.
Based on the results of the examination, the state registrar makes a decision on registration, stops the examination of documents or refuses to carry out state registration.
Article 27 of Law No. 755-IV establishes an exhaustive list of grounds, in the presence of which the state registrar stops the review of submitted documents. Termination is carried out within 24 hours from the date of receipt of documents. Consideration of documents is suspended for a period of up to 15 days.
The grounds for refusing state registration are:
- the documents were submitted by a person who does not have the authority to do so;
- the Unified State Register contains information about the court decision regarding the prohibition of the registration action;
- the grounds for stopping the consideration of documents within the established period have not been eliminated;
- documents contradict the requirements of the Constitution and laws of Ukraine;
- the procedure established by law for the creation of a legal entity is violated;
Additional grounds for refusing registration are given in Art. 28 of Law No. 755-IV.
In the absence of grounds for stopping the consideration of documents and refusal of state registration, the state registrar performs registration actions by entering an entry in the Unified State Register, and after the specified actions, forms and publishes extracts on the portal of electronic services. On the day of the registration action, the registrar transmits information about state registration to the information systems of the Fiscal Service, the Pension Fund, and statistical authorities.
At the request of the applicant, based on the result of the action, an extract from the register is provided in paper form with the signature and seal of the state registrar.
Decisions, actions or inaction of the state registrar, the subject of state registration may be appealed to the Ministry of Justice of Ukraine and its territorial bodies within 60 calendar days from the day of the contested decision, or from the day when the person learned or could have learned about the violation of his rights by appropriate action or inaction (Part 3 of Article 34 of Law No. 755-IV).
Legal service "Consultant" will provide professional legal services for business. Lawyers and services of a business lawyer will provide qualified legal support to the business and help prepare a legal entity for incorporation, as well as provide assistance in the preparation of a contract preparation or contract for incorporation, counterparty verification
conduct a counterparty check, etc
