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27 January 2021

How to liquidate an LLP?

The process of establishing a limited liability partnership is quite simple and clear, in contrast with liquidation. The law establishes a certain liquidation procedure, which takes quite a long time: from 6 months to several years. This period depends on the scale of operation of the liquidated LLP, outstanding debts, and so forth.
The first step towards liquidation is a decision by LLP members. The decision to liquidate is documented in the minutes of the general meeting. It reflects the liquidation plan and appoints the liquidation committee. Within 3 business days from the date of the decision, it is necessary to notify the tax authority at the place of registration of the LLP and Department of Justice or the “Government for Citizens” State Corporation. At the same time, the liquidation committee announces in the legal newspaper about the liquidation of the LLP, specifying the period for accepting claims from the LLP’s creditors. This period should not be less than 2 months.
After the expiration of 2 months, the liquidated LLP approves an interim liquidation balance sheet, which reflects property assets of the LLP and list of creditor’s claims with the results of consideration. After the approval of the interim liquidation balance sheet, you must submit an application for liquidation audit and liquidation tax reporting to the tax authority within 3 business days.
Following the results of settlement with creditors, the liquidation balance sheet is approved. After completion of the tax audit, the LLP’s seal is destroyed. This is done by the companies that make the seal. Certificate of seal destruction is compiled to this effect.
After completing all the above procedures, you must apply to the State Corporation “Government for Citizens” with the following package of documents:
- application for the termination of legal entity;
- minutes of the general meeting to liquidate a legal entity;
- constituent documents (Memorandum, Articles of Association, certificate of state registration of a legal entity and certificate of a registered legal entity as of a given date);
- the original of the legal newspaper with information on the liquidation of the legal entity;
- Certificate of seal destruction; 
- certificate of no arrears from the tax authority at the location of the legal entity;
- certificate from customs authorities about the absence of outstanding customs payments;
- receipt confirming the payment of state duty.
After that, a copy of the order to register the termination of LLP is issued.

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