Liquidation of a legal entity is a form of termination of the existence of a legal entity provided for by the legislation of Ukraine (for example, in our case, LLC).

 

We will not dwell on such forms of termination of a legal entity as reorganization (in the form of a merger, merger, division or transformation) - you can learn about their procedure and features from the relevant sections of our website.

 

Instead, we will consider options for termination of a legal entity, in which such termination of a legal entity is carried out without the transfer of the rights and obligations of the liquidated LLC to other persons (without legal succession).

 

Therefore, according to the current legislation, the LLC can be liquidated in the event of:

1) by the decision of its participants or the body authorized for this by the founding documents - voluntary liquidation;

2) by court decision - forced liquidation;

3) in other cases provided for by the legislation of Ukraine.

 

In addition, the third option is becoming more and more common in Ukraine - the so-called EXPRESS LIQUIDATION OR SALE OF LLC (by changing the composition of the founders, director, legal address, chief accountant), but more on that later.

 

It should be noted that the procedure for the liquidation of a legal entity in Ukraine is quite painstaking work, which requires the involvement of not only a legal specialist, but also an accountant, a specialist in the personnel department, since it is their documentation that will be the basis for submitting and passing an inspection in the tax authorities. it is from them that a list of documents will be formed, which will be transferred to the relevant archival institution for long-term storage, etc. Therefore, if any other issue of the company's activity (change of manager or other registration action) in the course of its activity can be resolved by any competent specialist, then the issue of liquidation should be treated responsibly and carefully and entrusted to real professionals.

 

Usually, the liquidation procedure of an LLC takes from 4 to 8 months, depending on the type of activity, submitted documents, other objective and subjective factors that arise during liquidation, etc. Therefore, whatever the reason for the need to liquidate your LLC (voluntary or forced), it is necessary to devote a lot of effort, time, knowledge and experience to its successful completion.

 

Legal company "Pittak" provides liquidation services not only in the city of Lviv, but also in other cities (in particular, Lviv, Ivano-Frankivsk, Kyiv).

 

1) We will focus your attention on the VOLUNTARY LIQUIDATION of the LLC (according to the decision of its participants/founders). It is worth noting that the decision to terminate the activity (liquidation) of the LLC is made by participants holding at least 3/4 of the total number of votes and is drawn up in the form of a protocol.

 

So, to begin with, you should create a liquidation commission (determine a liquidator). From the moment of the publication of the decision on the termination of the LLC in the UDR, the deadline for creditors to present their claims begins, which must be at least 2 and no more than 6 months.

According to the latest changes in the legislation, the signatures of the chairman and the secretary of the meetings on the decisions (minutes) submitted to the state registrars for the introduction of appropriate changes about the LLC to the UDR - are subject to notarization.

 

In general, the procedure for the liquidation of an LLC by the decision of the participants (or the founder) can be divided into the following stages:

1) adoption by the participants of a decision on termination of activity (liquidation), in which it is necessary to provide for:

- creation of a liquidation commission (election of its chairman and members);

- determination of the order and term of liquidation, as well as the term for creditors to declare their claims.

 

2) publication in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations of information on the initiation of the procedure for termination of a legal entity (1st stage);

3) performance by the liquidation commission of its liquidation duties:

- taking measures to collect receivables;

- identification of creditors;

- closing bank accounts (except for those used for settlements with creditors during the liquidation procedure);

- inventory of LLC property, property or corporate rights belonging to it in other legal entities, taking measures for their return; in the cases provided for by law, the liquidation commission ensures an independent assessment of the property of the terminated LLC;

- dismissal of employees;

- cancellation of licenses, permits, destruction of the Company's seal and stamps;

- preparation of liquidation balance sheet;

- provision of primary accounting and tax accounting documents - to the bodies of the State Fiscal Service, the bodies of the Pension Fund of Ukraine, the Social Insurance Fund, for their inspections to determine the presence or absence of arrears from the payment of taxes, fees, ESR, etc.

The completion of the inspection stage is the fact of deregistration in the aforementioned state bodies and receipt of relevant certificates.

 

4) entering into the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations a record of the termination of a legal entity (2nd stage, final).

 

Documents required for the procedure of state registration of the termination of a legal entity:

1) an application for state registration of the termination of a legal entity as a result of its liquidation;

2) certificate of the archival institution on acceptance of documents subject to long-term storage. 

 

2) EXPRESS LIQUIDATION (THROUGH SALE) is liquidation by changing the composition of participants/founders, changing the director, legal address, chief accountant.

This type of liquidation is quite simple (compared to liquidation by the decision of the participants) and requires a minimum amount of time, as it does not require compliance with a certain procedure of liquidation, sequence of actions during it. Its essence, mainly, consists in the conclusion of a contract for the purchase and sale of corporate rights, which is not prohibited by the current legislation due to its legal nature. 

! Since according to the latest changes in the legislation, the signatures of the participants (founders) on the decisions (minutes) of the LLC, which are to be submitted to the registrar for state registration of changes, are subject to notarization - it is necessary to quickly and correctly think through the algorithm of all the necessary changes in this legal action and include them in the agenda General meetings.

 

WITH THE SPECIALISTS OF THE PITTAK LAW COMPANY, THE EXPRESS LIQUIDATION PROCEDURE (SALE OF CORPORATE RIGHTS) TAKES A MINIMUM OF TIME - 2-3 DAYS AND CONSISTS OF THE FOLLOWING STAGES:

 

1) analysis of the provided documentation and selection of the best liquidation option;

2) preparation of necessary documents for changes;

3) a meeting with a notary with the signing of all necessary documents;

4) state registration of changes (participant, director, legal address) and obtaining an extract from the UDR.

 

TO PREPARE THE NECESSARY DOCUMENTS, YOU NEED:

1) information on the existence of debts and problems regarding the LLC;

2) an extract from the EDR;

3) the statute of the LLC.

 

! The "express liquidation" procedure is carried out in accordance with current legislation and is not a basis for any (including unscheduled) inspection by state authorities.

   

It should be noted that express liquidation by its nature is not a type of liquidation, since the legal entity continues to exist in the EDR with the same identification code of the legal entity. And therefore, if the LLC has outstanding payables and receivables, unpaid obligations to the budget, outstanding fines before the Federal Tax Service, we draw your attention to the fact that for the specified actions of the LLC that occurred before the moment of express liquidation, the responsibility lies with the previous director until the liquidation 3 years old.

However, given the fact that from the moment the sale procedure is completed - you are no longer required to submit reports, keep records, you are completely relieved of your obligations as a participant and director - to a certain extent, this procedure can be called a worthy alternative to ordinary liquidation.   

 

It should be noted that the law company PITTAK has sufficient experience in accompanying liquidation procedures, including express liquidation.

Contact us and we will study and conduct a legal analysis of your company, tell you about all the existing risks and help you make the most optimal decision on liquidation.