How to terminate (liquidate) an LLC while abroad?
To liquidate an LLC, the members (or a sole member) must pass a resolution to terminate the activities at a general meeting. Before making such a resolution, you should review the LLC's charter to ensure that you are complying with all requirements, including voting requirements.
How founders abroad can participate in the meeting:
- Transfer your right to vote to another person through a notarized power of attorney (with subsequent legalization if the power of attorney was drawn up outside of Ukraine).
- Participate in meetings remotely via video conferencing, which allows you to see and hear all participants simultaneously.
The following issues need to be resolved at the meeting:
- To elect the composition of the liquidation commission or liquidator, as well as the chairman of the commission.
- Determine the terms and procedure for filing claims by creditors (from 2 to 6 months).
The decision on liquidation is made in writing, its pages must be numbered. Signatures on the document must be notarized.
Once the decision (and notarized copy) is made, it must be submitted to the state registrar or notary. This procedure cannot be completed online.
‼️ Importantly! The decision on liquidation must be submitted within THREE business days from the date of its adoption. If you are abroad and cannot submit the decision on time, it is recommended to entrust it to a proxy who will submit the documents without delay within the established deadline.
After the decision is submitted to the state registrar, an entry “in the process of termination” will be made in the state register.
WARNING: At this stage, the LLC is not considered liquidated; this is only the beginning of the liquidation process.
After registering the decision to terminate, the liquidation commission (or liquidator) is required to perform a number of mandatory actions, including:
- Take an inventory.
- Close the LLC accounts, leaving only one "liquidation" one.
- Fire employees.
- Make settlements with creditors/debtors.
- Submit the latest reports and liquidation balance sheet.
- Close branches, withdraw from other companies.
- Revoke licenses.
- Remove from registration RRO/PRRO.
- Remove from registration with regulatory authorities.
- Transfer long-term storage documents to the archive.
- Enter information about the termination into the register.
- Destroy seals and stamps.
* This is general information regarding the required steps to liquidate an LLC. Depending on the type of business your business operates, additional steps may be necessary.
