Turnkey LLC liquidation: from the participants' resolution to the register entry

Stages and what we do

• General meeting resolution and appointment of the liquidator — we prepare the documents (Article 66 of ZRU-1137).
• Notice to the registering authority and public announcement of the liquidation — a period of at least two months for creditors' claims (Articles 54–55 of the Civil Code).
• Inventory count, collection of receivables, written notices to creditors.
• Reconciliation with the budget, preparation for a tax audit or for a report from an audit firm (Article 140 of the Tax Code; Article 33 of ZRU-677).
• Interim liquidation balance sheet, settlements with creditors in the order of priority under Article 56 of the Civil Code.
• Dismissal of employees and final settlement — employees' claims are satisfied first.
• Final liquidation balance sheet, closing of bank accounts, entry on termination in the register.

Simplified route for small companies

If annual turnover over the last three years did not exceed UZS 10 billion and the tax risk level is medium, an audit firm with a tax consultant may issue a report on the fulfilment of tax obligations for the period since the last tax audit (Article 33 of the Law «On Auditing Activities»). Whether this route is suitable, we will assess from the accounting data.

What the cost depends on

• the state of the books and any discrepancies with the budget;
• the number of creditors, debtors and employees;
• whether there is property to be sold or transferred to participants;
• a tax audit or the simplified route with an audit firm's report.

If the company has debts

Tax obligations are settled by the liquidator out of the company's funds; if these are insufficient, the remainder may be paid by participants within the limits and in the manner set by law (Article 91 of the Tax Code). If the assets are not enough to pay all creditors, insolvency legislation applies — we will assess the situation before the liquidation decision is taken.

What we need from you

• founding documents and participants' resolutions;
• access to the accounting database and bank statements;
• contracts with counterparties and HR documents;
• information on assets and outstanding obligations.