Voluntary liquidation is a type of liquidation of a legal entity by decision of its participants (shareholders), in which the property is sufficient for settlements with all creditors. The voluntary liquidation procedure consists of successive stages and lasts at least 4 months.
1. Decision-making on liquidation of a legal entity
The decision to liquidate a legal entity is taken by the general meeting of participants (shareholders). Simultaneously with the issue of liquidation of the organization, the meeting should elect a liquidation commission and determine the procedure and terms for liquidation - that is, a plan by which the liquidation commission should act in the future.
The liquidation commission may include any persons, the law does not contain restrictions on this account. In small businesses, employees of the company are often appointed to the liquidation commission: directors, accountants, warehouse managers, etc. The legislator left the number of members of the liquidation commission to the discretion of business owners, but in practice a commission of 3 people is often appointed. Participants (shareholders) should appoint one of the members as the chairman of the liquidation commission.
From the moment the liquidation commission is appointed, the management of the affairs and property of the company passes to it. Subsequently, all documents requiring signing by the director are signed by the chairman of the liquidation commission.
2. Announcement on the liquidation of a legal entity
After making a decision on the liquidation of a legal entity (within 3 business days), the state and creditors should be notified. This requires:
- send a notice of liquidation of a legal entity to the justice department at the place of its registration;
- send a notice on the liquidation of a legal entity to the state revenue office at the place of its registration;
- place an announcement on the liquidation of a legal entity in a periodical printed publication distributed throughout the Republic of Kazakhstan. For such ads, it is customary to use the Legal Newspaper or Newspaper "Zan". Such an announcement is placed to inform creditors of the need to make claims, therefore it is important to indicate in it: (1) the period during which the liquidation commission accepts creditors' claims. Such a period should not be less than 2 months from the date of publication of the announcement. (2) the address at which the liquidation commission carries out activities.
- send notifications on liquidation of a legal entity to its creditors.
3. Debt collection and acceptance of claims from creditors
Until the deadline for the acceptance of claims by creditors has expired, the liquidation commission accepts such claims, checking each claim for legality and validity. In addition, during this period, the commission should take all measures to collect receivables and return money to the balance sheet of a legal entity. If the creditor has not submitted a claim to the liquidated legal entity, then the debt to it must be written off.
4. Preparation and approval of the interim liquidation balance sheet
An interim liquidation balance sheet is a financial document that reflects the economic condition of a company by the end of the deadline for submitting claims by creditors. It contains information on the stated requirements and on the composition of all property of the liquidated legal entity. An interim liquidation balance sheet is drawn up by the liquidation commission, but must be approved by the general meeting of participants (shareholders) of the legal entity.
5. Fulfillment of tax liability
Fulfillment of a tax obligation is the passage by a legal entity of successive stages of tax control. Read more about the methods and features in our other material.
6. Settlements with creditors
After the approval of the interim liquidation balance sheet, the liquidation commission is entitled to proceed with settlements with creditors. Repayment of creditors' claims is allowed only in the order of priority established by law: (1) claims from liability for harm to life and health; (2) claims arising from employment and copyright agreements; (3) claims secured by a pledge of property of a liquidated legal entity; (4) tax liabilities; (5) claims of other creditors.
If the money of the legal entity is not enough for settlements with creditors, the liquidation commission must arrange the sale of property at public auction. If the property of the liquidated legal entity is also insufficient for settlements with all creditors, the liquidation commission is obliged to send a bankruptcy petition to the court.
7. Drawing up and approval of the liquidation balance sheet. Distribution of property remaining after settlements with creditors
After fulfilling tax obligations and completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet. The liquidation balance sheet must be approved by the general meeting of participants (shareholders) of the legal entity.
In practice, the question arises as to whether the property remaining after settlements with all creditors should be reflected in the liquidation balance sheet. The legislator does not restrict business owners in this part: property can be distributed between participants (shareholders) before drawing up a liquidation balance sheet, in which case the liquidation balance sheet will be “zero”. It is also possible to display the remaining property in the liquidation balance sheet, after which it will be distributed among the participants (shareholders) of the legal entity.
The distribution of property between participants (shareholders) is carried out on the basis of the act of the liquidation commission, according to the act of acceptance and transfer. It is also possible to refer the issue of the distribution of property to a decision of the general meeting of participants (shareholders).
8. Submission of documents for registration of termination of activity
After completing the actions described in the previous paragraph, the liquidation commission destroys the seal of the legal entity, closes its bank accounts, and also archives documents on the personnel of the liquidated legal entity - that is, documents reflecting the employee’s labor relationship with the employer. If we are talking about a joint stock company, then in addition to the above, the liquidation commission will annul the issued shares, bonds, as well as reports on the results of the redemption of bonds of such a joint stock company.
At the same time, it is necessary to submit documents for registration of termination of activity through the “Government for Citizens” branch at the place of registration of the legal entity: (1) an application, a sample of which can be obtained at the branch; (2) a decision (protocol) of the general meeting of participants (shareholders) on the liquidation of a legal entity; (3) a copy of the print publication in which the advertisement was published in accordance with Section 2 or a scanned sample of the page with the published advertisement; (4) certificate of cancellation of shares, if it is a joint-stock company; (5) the act of destroying the seal; (6) receipt of payment of registration fee: you can pay directly at the branch; (7) originals of constituent documents: articles of association, articles of incorporation, certificate of state (re) registration, if any.