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Publication date: 22.05.2024
lawyer, 23 years of experience in enforcement.
In accordance with Part 2 of Art. 135 of the Economic Code of Ukraine dated 16.01.2003 No. 436-IV, the owner has the right personally or through the bodies authorized by him at any time to terminate the activity of the organization founded by him.
In corporate enterprises, such a decision is made not by one owner, but by a meeting of participants (shareholders), which is drawn up by a protocol, specifying in it information about the number of participants participating in the meeting, the agenda, the results of consideration of issues on the agenda, the appointment of the liquidation commission, the definition powers of the commission and decision-making procedure. (clause 7, part 1, article 15 of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations" dated 05.15.2003 No. 755-IV
According to Part 3 of Art. 26 of the Law of Ukraine "On Public Associations", the decision on self-dissolution of a public association is made in accordance with the procedure established by the statute of this association.
Part 1 of Art. 105 of the Civil Code of Ukraine stipulates the obligation of the owner (participants or bodies that made the decision to terminate) within 3 working days to notify the state registration body of the termination of the legal entity.
In accordance with clause 11.1 of the Procedure for accounting of taxpayers and fees, approved by the Order of the Ministry of Finance of Ukraine dated 09.12.2011 No. 1588, the taxpayer is obliged to notify the controlling authorities at the place of registration of such a taxpayer about its liquidation or reorganization (except for cases when the obligation to carry out such notification is entrusted by law to the state registration body).
In accordance with Part 3 of Art. 105, Part 1 of Art. 111 of the Civil Code of Ukraine from the date of entering into the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations a record of the decision of the founders (participants) of a legal entity, a court or a body authorized by them regarding the liquidation of a legal entity, the liquidation commission (liquidator) is obliged to take all take the necessary measures to collect the receivables of the liquidated legal entity, notify each of the debtors in writing about the termination of the legal entity, warn creditors and establish the procedure and deadline for filing claims.
In accordance with part. 3-11 st. 111 of the Civil Code of Ukraine, during liquidation measures before the expiration of the deadline for presenting creditors' claims, the liquidation commission (liquidator):
- closes accounts opened in financial institutions, except for the account used for settlements with creditors during the liquidation of a legal entity;
- takes measures to dismiss employees in accordance with Art. 40 of the Code of Labor Laws of Ukraine;
- takes measures to inventory the property of a legal entity, its branches, representative offices and other separate units;
- closes branches, representative offices and separate units;
- returns licenses, permits, seals and stamps to state authorities and local governments;
- by the time of approval of the liquidation balance, prepares and submits reports for the last reporting period to the revenue and tax authorities, the Pension Fund of Ukraine and social insurance funds;
- prepares an interim liquidation balance sheet, which reflects information on the composition of the legal entity's property, a list of demands presented by creditors and the result of their consideration;
- pays sums of money to creditors, including taxes and fees in the order of precedence established by Art. 112 of the Civil Code of Ukraine;
- after completing settlements with creditors, prepares the liquidation balance sheet, ensures its approval by the participants of the legal entity. Even before its approval, the liquidation commission (liquidator) prepares and submits the report for the last reporting period to the revenue and tax authorities, the Pension Fund of Ukraine and the social insurance funds;
After carrying out the specified actions, the liquidation commission (liquidator) ensures submission of the approved liquidation balance sheet to the revenue and tax authorities.
In accordance with Clause 11.7 of Order No. 1588, information on the deadline for the declaration of creditors' claims is entered by the controlling body at the main place of registration of the taxpayer into the Unified Data Bank of Legal Entities and is brought to the attention of the structural subdivisions of the controlling bodies at the main and non-main place of registration of the legal entity and its separate units. Responsible employees of such units enter the data of legal entities into the Unified Bank or confirm information about the presence / absence of tax and fee arrears.
In accordance with Clause 11.10 of Order 1588, in the order of information interaction between the Unified State Register and the information systems of the Central Controlling Body, the controlling body transmits to the Unified State Register information about:
- absence (presence) of arrears for payment of taxes and fees according to form No. 30-OPP (Appendix 14 of the Procedure);
- approval of the reorganization plan of the legal entity according to form No. 31-OPP (Appendix 15 of the Procedure) - in case of tax debt during the reorganization of the legal entity.
Similarly, information is transferred in accordance with Section IV of the Order of the Ministry of Finance of Ukraine dated 24.11.2014 No. 1162 "On approval of the Procedure for accounting of payers of a single contribution to universally mandatory state social insurance and Regulations on the register of insured persons".
The requirements for submitted documents are established by Art. 15 of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations" dated 05/15/2003 No. 755-IV. The list of documents submitted for state registration is established by Article 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 for 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 Article 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. The registrar, on the day of the registration action, 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.
According to Art. 34 of Law No. 755-IV, decisions, actions or inaction of the state registrar may be appealed to the Ministry of Justice of Ukraine and its territorial bodies or to the court. Part 2 of the above-mentioned article establishes the competence of the Ministry of Justice and its territorial bodies regarding consideration of complaints.
Decisions, actions or inaction of the state registrar, 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). The date of submission of the complaint is considered the day of its actual receipt by the Ministry of Justice of Ukraine or its territorial body.
Based on the result of the review of the complaint, the Ministry of Justice of Ukraine and its territorial bodies make a reasoned decision on refusal to satisfy or on full or partial satisfaction of the complaint
The grounds for refusing to satisfy the complaint are set out in Part 8 of Art. 34 of Law No. 755-IV.
The refusal of the territorial body of the Ministry of Justice of Ukraine can be appealed directly to the Ministry of Justice or in court. The refusal of the Ministry of Justice of Ukraine can be challenged in court.
Based on the results of the review of the complaint, the Ministry of Justice of Ukraine and its territorial bodies can make a reasoned decision in which to provide ways to satisfy the complaint. The decision made based on the results of the review of the complaint is sent to the complainant within 3 working days from the day of its acceptance.
So, as we can see in order, the liquidation of an LLC is a rather complicated and lengthy procedure for which legal assistance is required.
Legal service "Consultant" offers services for preparation, registration and support in such matters as: express liquidation of an LLC, sale liquidation tov. LLC liquidation through a notary, liquidation of comrades Liquidation LLC express liquidation company , consulting on issues of liquidation of LLC due to bankruptcy ,LLC liquidation with an invalid address, simplified liquidation procedure of LLC, LLC property during liquidation , etc.
