Company dissolution in Ukraine is one of our main specializations. Lawyers of “Capital Law Consulting” have significant experience and qualification in Ukraine company liquidation process. We are ready to offer full legal support if you need to make a procedure of business closure in Ukraine. For the period of our activity we have successfully carried out liquidation (dissolution) and bankruptcy procedures for more than 100 companies, representative offices of foreign companies and branch offices in Ukraine.
We provide comprehensive legal and audit services in Ukraine:
- company, business closure by the owners/shareholders decision;
- liquidation of the branch office;
- liquidation of a representative office or branch of a foreign company;
- sole proprietor (FOP) dissolution;
- litigation and mediation during the liquidation process;
- bankruptcy proceedings;
- trustee in bankruptcy services;
- liquidator services;
Stages and procedure of company dissolution in Ukraine
Frankly speaking, dissolution is much more difficult process than company formation in Ukraine. This is the way of limited liability company closure in Ukraine when the business has little to no debts and obligations. Liquidation of business in Ukraine is also possible in the case if company has enough assets to pay all the debts. If the company owe significant debt (more than 1 260 000 UAH in 2019) liquidation is very unlikely. In such case bankruptcy proceedings is to be applied.
- Convocation of general meeting of shareholders/owners and liquidation minutes approval. More than 75 % of votes needed to approve a liquidation proceeding. It is necessary to approve the deadline for the application of creditors’ claims. The period for the application of creditors’ claims must be at least 2 months. Liquidator (or dissolution manager) or liquidation committee must be appointed. By Ukrainian Law, company director (CEO) can be appointed as company liquidator. Liquidation agreement is not needed, but recommended to be signed as usually liquidator’s powers are not defined by statute. If the company has branches and/or representative office offices, general meeting should consider the issue of their liquidation. Dissolution manager has also the right to make payments and take control on assets of the company. Although the power of liquidator can be limited by shareholders. Ukrainian dissolution law is flexible enough.
- Filing of documents to the state registrar and commencement of the liquidation procedure. At this stage Ukrainian authorities are being informed that a company is to be dissoluted. After the start of the liquidation procedure, the enterprise is not automatically deprived of the VAT payer status and/or the single (fixed) tax, license rights, etc. At the stage of liquidation company can carry out financial and economic activity.
- Verification procedure in the tax authorities. With the aim of business closure it is obligatory to pass through verification procedure in tax and fiscal authorities. This is the most difficult and longest phase. Company’s asset allocation and dividend payout must be conducted during this phase or earlier. Company dissolution in Ukraine is possible only if such business has no debts to state authorities, emploees and other businesses. So liquidation of company in Ukraine is possible only if there are no obligations and debts. And this is checked during this statge. Tax administration will check all types of taxes that have been paid, including corporate tax, value added tax, individual profit tax, social security tax, and others. Tax audit may check only activity of the company for the past 3 financial years.
- Receipt of a certificate from the archival institution on the acceptance of documents for long-term storage. Documents must be submitted to the archival institution for all employees for the entire period of the company’s activity (copies of passports and identification codes, copies of orders for appointment and/or employment contracts, copies of employment record book). This stage takes only few days to complete. But it is a must to submit all needed documents about all the employees.
- Filing of documents on liquidation of the enterprise to the state registrar and removal from state registers is the final stage. As of the liquidation date, the legal entity should not have assets and/or debts, which should be reflected in the act of the liquidation commission. Consider that if there are some debts due to tax audit, this stage can’t be completed.
Confirmation of the fact of liquidation of the company is the corresponding entry in the unified state register of legal entities and sole proprietors of Ukraine. Information about company that has beed dissoluted remain in Ukrainian register of companies for 75 years.
Unfortunately, as of 2019, Ukraine is very low ranked by Doing business resolving insolvency index. But our lawyers perfectly protect the rights of creditors.
Immediate Ukraine company closure
In case if you want to get rid of Ukrainian company immediately, we do offer a solution that will help to solve the problem. But it is going to work only if a company doesn’t have big debts. The solution is to sell the shares to third parties and to change company manager and official address of registration. It is not official company closure, but if you will not longer be a shareholder or/and director, you will not have to worry about further company existance and statements. We do have people in Ukraine, that are ready to purchase such companies.
Probably, this is the best legal solution in case if the company was registered in order to partecipate in some certain project, that has failed.