Voluntary Liquidation of a Company in Uzbekistan
For one reason or another, sometimes it is necessary to stop the activity of one’s business. Consequently, the questions «How to close the company?» and «How to start this procedure?» may arise. This article describes the procedure for voluntary liquidation of an acting legal entity - a limited liability company (hereinafter - the Company) in Uzbekistan. The term «liquidation» refers to termination of Company operations without transferring its rights and obligations to other entities in the order of succession.
The implementation of procedure for Company's voluntary liquidation is regulated by the following legal acts of the Republic of Uzbekistan:
- The Civil Code;
- The Law «On Limited and Additional Liability Companies» dated 06.12.2001, №310-II;
- The Tax Code;
- Regulations on Procedure for Voluntary Liquidation and Termination of Activity of Business Entities, approved by the Decree of the President of Uzbekistan dated 27.04.2007, №PP-630.
According to acting Uzbek laws the general meeting of participants (shareholders) of the Company has an exclusive authority for voluntary liquidation of the Company. It makes decision on liquidation, executed in the form of minutes. If the Company has a sole participant (shareholder), this participant shall solely decide to liquidate the Company.
The minutes (decision) on liquidation shall stipulate:
1) The liquidator (private person) or the liquidation committee and its members. The head of the Company (Director/General Director) may also be appointed as the liquidator, or be a member of the liquidation committee;
2) The completion date for the liquidation procedure. The total period of liquidation shall not exceed nine months from the date of notification of the Company Registration Authority about the decision on voluntary liquidation. The «Registration Authority» may be the Ministry of Justice of the Republic of Uzbekistan and its territorial (regional) branch offices, as well as Inspectorate on Registration of Business Entities city (town) Mayyor’s Office (known as «Khokimiyat»).
All powers to manage the Company are transferred to the liquidator starting from the date of his appointment. Within three days upon appointment of the liquidator, the head of the Company (Director/General Director) shall transfer to him all documents related to Company activities, as well as the stamps, seals and other property of the Company.
The liquidator, within the next working day after execution of the decision of the participants on voluntary liquidation, shall send:
1) to the Registration Authority:
a) a notification letter regarding liquidation of the Company;
b) a copy of the minutes of the general meeting of participants (decision of the sole participant) on voluntary liquidation;
2) to the local bank serving the Company’s main bank account (in the national currency - Soum), and to the bank, where Company’s has funds in foreign currency (such as the US Dollar, Euro, Russian Ruble, Pound Sterling, etc.):
a) a notification letter regarding liquidation of the Company;
b) a copy of the minutes of the general meeting of participants (decision of the sole participant) on voluntary liquidation;
c) two copies of notarized cards with samples of the liquidator’s signature and the Company seal;
3) to the banks serving the secondary bank accounts, savings and deposit accounts of the Company in the national currency (Soum):
a) a statement-order to close these accounts and transfer available funds to the main bank account of the Company in the national currency;
4) to the banks serving the secondary savings and deposit accounts of the Company in foreign currency:
b) a statement-order to close these accounts and transfer available funds to the main bank account of the Company in foreign currency..
From the date of notification:
1) of the Registration Authority:
a) financial and economic activities of the Company shall be suspended;
b) accrual of the land tax, unified land tax, property tax, tax on use of water resources, as well as interest on all taxes and mandatory payments shall be ceased. In case of selling Company’s property and its other assets, taxes and other obligatory payments, except as specified in this paragraph, shall be calculated and paid in accordance with acting legislation;
c) previously taken measures to fulfill claims of the creditors shall be canceled;
d) introduction of amendments and addendums to the constituent documents of the Company shall be prohibited;
e) executing transactions related to disposal of assets or involving transfer of property to a third party shall be permitted only in the way as described below;
f) performance of all obligations and deferred mandatory payments shall be considered to be due;
2) of the local banks of the Company:
a) withdrawals of funds from Company’s bank accounts shall be allowed only by the order of the liquidator;
b) execution of file №2 on bank account shall be suspended.
Moreover, all other bank accounts of the Company shall be closed, and remaining funds on these accounts shall be transferred to the main bank accounts of the Company.
FURTHER, THE LIQUIDATOR SHALL PERFORM FOLLOWING STEPS TO TERMINATE COMPANY ACTIVITIES:
FIRST, the liquidator shall take measures to terminate employment contracts with Company employees, for which the liquidator shall:
a) send employees written notices on employment termination in connection with Company liquidation;
b) execute agreements with the employees to replace the notice period with financial compensation, if required;
c) issue orders to terminate employment contracts.
SECOND, the liquidator shall conduct an inventory of the assets and liabilities of the Company, for which he: (a) issues an appropriate order; (b) drafts a consolidated act on the value of fixed and current assets of the Company. On the basis of information received from the territorial office of court officers, the liquidator shall form a register of executive documents, where the Company is involved as a debtor.
THIRD, the liquidator shall publish an announcement on Company liquidation in one or more newspapers, indicating:
a) full and abbreviated name of the Company, including all its full and abbreviated names changed during the year prior to the liquidation;
b) location (postal address) and taxpayer identification number (TIN) of the Company;
c) Company’s registration date and registration authority (name and address);
d) information regarding the decision on voluntary liquidation (date, number);
e) deadline to receive petitions from the creditors, which shall not be less than two months from publication date of this announcement.
FOURTH, the liquidator shall send written notices to creditors regarding Company liquidation, and receive delivery confirmation on from the creditors;
FIFTH, the liquidator shall take measures to recover the receivables of the Company, by directing claims to the Company debtors with demand to repay the debts. If the debtors refuse to repay the debt, the liquidator shall file lawsuits to court for its recovery.
SIXTH, the liquidator shall organize a tax inspection. The local state tax office shall inspect financial and economic activities of the Company. Such inspection shall cover the period commencing from the date of the last inspection (or the date of Company’s foundation, if the inspection has not been carried out yet) until the date when the Registration Authority has been notified about decision to liquidate the Company. The duration of this inspection should not exceed thirty calendar days.
In case tax inspection reveals violations of tax legislation, the tax authority will take measures with regard to the Company as established by Uzbek laws. It is important to note that in some cases, tax violations may cause delay in the Company’s liquidation process. Consequently, the maximum nine-month liquidation period may not be complied. In case the voluntary liquidation is not completed in prescribed term, above-mentioned tax benefits shall not apply in relation to the Company. Thus, all respective mandatory fees shall be charged in full for the period the accrual has been suspended for.
SEVENTH, the liquidator shall prepare an interim liquidation balance of the Company, which will be subject to approval by the Company’s general meeting of participants. This balance shall include:
a) complete information on the structure of the Company’s assets and liabilities;
b) value of all properties owned by the Company;
c) full information on receivables and payables of the Company.
A list of all claims made by the creditors shall be given separately in the annex to the balance sheet. It is necessary to specify the outcomes of the review by the liquidator of these claims.
EIGHTH, the liquidator shall take measures to fulfill the claims of the Company creditors. Upon approval of the interim liquidation balance sheet, the liquidator shall, within five days, send each creditor written notices of acceptance or rejection of the claims, and the amount of accepted claim. He shall receive delivery confirmations from the creditors.
Based on the approval of the interim liquidation balance sheet, starting from the date of its approval the liquidator shall make payments to the Company creditors in the following order:
a) first - individual claims arising from employment relationship, for alimony payments and remuneration payments under copyright agreements, as well as claims from individuals before whom the Company is liable for causing harm to life and health;
b) second - payments to the state budget and funds;
c) third - claims of other creditors.
In case Company funds are insufficient to settle debts of the creditors, the liquidator shall take measures on selling Company property via public bids. However, in case of inability to satisfy creditors’ claims in full, the liquidator shall file a lawsuit to the local economic court to announce the Company insolvent (bankrupt). From the date of announcing the Company insolvent (bankrupt), the voluntary liquidation shall be terminated, and further procedure shall be implemented in accordance with bankruptcy laws. In such case, above-mentioned tax benefits will not apply with respect to the Company, and all related fees shall be charged in full for the period the accrual has been suspended for.
NINTH, the liquidator shall settle accounts with the Company participants and draft a liquidation balance sheet. Upon completion of settlements with the creditors, payment of taxes and other obligatory payments, financial penalties, the property retained by the Company shall be distributed among its participants, who have property rights to this property or mandatory rights in relation to the Company. The liquidation balance sheet shall be drafted afterwards.
Distribution of property among Company participants shall be made on the basis of their decision issued in the form of a minutes of the general meeting of participants. The liquidation balance sheet shall be approved by the minutes of the general meeting of participants as well.
TENTH, the liquidator shall provide approved liquidation balance sheet to the local state tax office to obtain a conclusion on absence of Company debts on taxes and other obligatory payments. At the same time, the liquidator shall receive a confirmation from the territorial office of court officers on absence of any unexecuted court decisions where the Company has been involved as a debtor.
ELEVENTH, upon receiving positive conclusion/confirmation from the local tax authority and the office of court officers, the liquidator shall close all bank accounts of the Company. The bank shall close the Company accounts and provide the liquidator with a corresponding note.
TWELFTH, the liquidator shall file all accounting and other documents of the Company to the state archive office and receive a note confirming filing of the same.
THIRTEENTH, the liquidator shall submit to the Registration Authority the following property/documents of the Company to exclude the Company from the State Register of Legal Entities:
· the announcement published in one or more newspapers on voluntary liquidation of the Company;
· the certificate of Company’s state registration;
· the note from the local bank confirming closure of all accounts;
· the seals and stamps of the Company;
· the certificate of cancellation of securities issued, if any, from an authorized body;
· the originals of all licenses (permits), if any;
· the conclusion from the local state tax office on absence of debts on taxes and other obligatory payments;
· the note from the local office of court officers on absence of any unexecuted court decisions where the Company has been involved as a debtor;
· the note confirming filing of Company documents to the state archive.
Within two working days upon receipt of above property/documents, the Registration Authority shall record in the State Register of Legal Entities about Company liquidation and provide a respective confirmation in writing. Upon completion of this final step, the liquidation procedure of the Company shall be deemed to be completed.
Jamol Ryskiyev, Partner
Ryskiyeva and Partners Law Firm
