How to liquidate a company (LLP) in Kazakhstan. Step by step rewiew

Step 1: Preparation of minutes of participants (decision of the sole owner of the company has one owner) on liquidation.

It shall be resolved to:
a) liquidate a company;
b) appoint of liquidation commission (2 persons minimum);
c) determine actions on liquidation and its terms.
The liquidation commission may include any competent persons, including employees of a legal entity.
From the moment of the appointment of the liquidation commission, powers to manage the property and affairs of the legal entity are transferred to it.

Step 2: Notification of the following government bodies on liquidation:

a) district justice authority – immediately upon signing of minutes;
b) district tax authority – in 3 working days after signing of minutes;
c) employment authority – 1 month before the firing of employees.
An employer is obliged to provide the authorized body for employment with information on the forthcoming dismissal of employees in connection with the liquidation of a legal entity – employer, the number and categories of employees that it may affect, indicating the positions and professions, specialties, qualifications and salaries of the employees to be released and the dates, during which they will be released.

Step 3: Publication of announcement on liquidation

The liquidation commission publishes information on the liquidation of a legal entity, as well as on the procedure and deadline for filing claims by its creditors in the official print media of the central justice body – Legal newspaper (Юридическая газета). You need to get a copy of the newspaper.
The deadline for claiming may not be less than two months from the date of publication of the liquidation.
The liquidation commission takes actions to identify creditors and receive debt and also notifies creditors in writing about the liquidation of a legal entity.

Step 4 Dismissal of employees

An employment contract with an employee may be terminated at the initiative of the employer in the event of liquidation of the employer – a legal entity.

Step 5 Preparation and approval of an interim liquidation balance sheet

The balance sheet s on the following dates:
a) property composition of the liquidated legal entity;
b) claims from creditors (list);
c) the results of the consideration of claims.
The liquidation commission draws up an interim liquidation balance sheet after the expiration of 2 months for claims by creditors. Participants shall approve it of the company.

Step 6: Preparation and submission of liquidation reports –

Liquidation reports within three working days after approval of an interim liquidation balance sheet. Also, it shall be submitted:
a) application on tax audit;
b) VAT-certificate;
c) application on deregistration as a VAT payer.
Liquidation reports are compiled by type of tax, other mandatory payments to the budget, mandatory pension contributions and social contributions for which the liquidated legal entity is a payer and (or) tax agent, for the timeframes from the beginning of the tax period in which the application on tax audit was submitted, until the date of submission of such application.

Step 7: Tax audit

a) receiving an order for a tax audit;
b) conduction of a tax audit – <20 working days after receiving of application;
c) obtaining the act of tax audit – <30 working days after handling of the order.
The term for tax audit specified in the order on tax audit shall not exceed 30 working days from the date of handling of the order.
The end of the period of a tax audit shall be considered the day the taxpayer receives the act of tax audit. If a tax audit reveals violations that caused reduce of payments to the budget, an additional notification is issued on the results of the audit.
A taxpayer who has received a notification of the results of the audit is obligated to execute it within the periods specified in the notification if it has not appealed the results of the audit.

Step 8 Settlement of the debts to the budget and creditors

A legal entity pays taxes, other obligatory payments to the budget, social contributions, transfers mandatory pension contributions reflected in the liquidation reports, no later than ten calendar days from the date of submission of the liquidation tax reporting to the tax authority.
Starting from the date of approval of the interim liquidation balance sheet, the liquidation commission shall pay money to the creditors of the liquidated legal entity in order of priority established by Civil Code of Kazakhstan (1. salary payments; 2. payments of obligations secured by a pledge; 3. payments to other creditors), under the interim liquidation balance sheet.
If there is not enough money to satisfy the claims of the creditors, the liquidation commission sells the property of the legal entity at public auction in the manner similar to established for the execution of court decisions.

Step 9: Sell (transfer) of the property to participants

An owner may decide to receive the property in kind or money from its sale by liquidation commission.

Step: 10: Preparation and approval of a liquidation balance sheet (final)

After settlements with creditors are completed, the liquidation commission draws up a liquidation balance sheet, which is approved by participants of the legal entity.
The liquidation balance sheet shall be approved no later than three working days from the date of completion of the tax audit.
Upon completion of the tax audit, the liquidated legal entity submits the liquidation balance sheet to the tax authority.

Step 11: Closing of bank account

The client may close his bank account by submission of the application at any time. The bank will issue an appropriate certificate.

Step12: Seal destruction

Destruction of seals is made by companies that are engaged in their manufacture. The company will issue an appropriate certificate.

Step 13: State registration of liquidation.

It is necessary to submit:
a) application on state registration of liquidation;
b) minutes of participants on liquidation (original);
c) newspaper with publication on liquidation;
d) certificate on seal destruction (original);
e) statutory documents (originals).
A legal entity submits the documents to the justice authority via the Population Service Center.
The result of the provision of state services for the registration of termination of activity of a legal entity is the issuance of an order on state registration of end of activity of a legal entity on paper.
A legal entity shall be deemed to have ceased operations after entering information about it in the National Register.

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