Repayment of tax debt upon liquidation of taxpayers - legal entities

Repayment of tax debt upon liquidation of taxpayers - legal entities

he media posted a publication regarding the non-compliance with the norms of the legislation of the Republic of Kazakhstan of the order of the Minister of Finance of the Republic of Kazakhstan dated October 31, 2025 No. 654 "On some issues of fulfilling a tax obligation during liquidation, reorganization and termination of activities by taxpayers" (hereinafter - Order 654). Order 654 was adopted in implementation of paragraph 6 of Article 74 of the Tax Code of the Republic of Kazakhstan, which comes into force on January 1, 2026 (Procedure for Fulfillment of Tax Obligation upon Liquidation, Reorganization and Termination of Activities by Taxpayers (tax agents), including certain categories of taxpayers (tax agents), the simplified procedure for fulfilling a tax obligation upon termination of activities, as well as the conditions for classifying taxpayers as certain categories of taxpayers are determined by the authorized body).


The publication indicates the contradiction of the legislation of paragraph 6 of Order 654 (if the property of the liquidated legal entity is not enough to repay the full amount of tax debt, the remaining part of the tax debt is repaid by the founders (participants) of the liquidated legal entity in cases provided for by the procedure in accordance with paragraph 5 of Article 183 of the Tax Code).

he implementation of paragraph 5 of Article 183 of the Tax Code adopted the order of the Minister of Finance of the Republic of Kazakhstan dated November 12, 2025 No. 701 "On some issues related to the enforcement of tax debt" (hereinafter - Order 701), which approved the Rules for the enforcement of tax debt of the taxpayer (tax agent).
Order 701 establishes the procedure for compulsory collection of tax debt of a taxpayer by applying the methods and measures for compulsory collection of tax debt established by the Tax Code.


Thus, if the debtor taxpayer fails to pay the amount of tax debt after taking all the measures provided for by Order 701, the Ministry of Finance has the right to take measures to declare him bankrupt in accordance with the legislation of the Republic of Kazakhstan on rehabilitation and bankruptcy.


In turn, the legislation of the Republic of Kazakhstan on rehabilitation and bankruptcy provides for the grounds of subsidiary (joint) liability of the founder (participant).For reference:Founder (participant) and/or official found guilty of deliberate bankruptcy;If it is impossible to reimburse the value of the property by the original purchaser,

he person who made the decision to alienate the property of the debtor;If the constituent documents of the LLP are not transferred to the bankruptcy trustee;

If you do not go to court to declare it bankrupt, when a decision is made to liquidate it, and the property is not enough to pay off the debt.

It should also be noted that the norms of the Civil Code provide for the responsibility of the founder (participant) for the obligations of a legal entity in cases provided for by the Civil Code, other legislative acts or constituent documents of a legal entity (Article 44 of the Civil Code of the Republic of Kazakhstan).


These civil laws are fully correlated with the provisions of paragraph 3 of Article 75 of the Tax Code

Thus, paragraph 3 of Article 75 of the Tax Code establishes that if the property of the taxpayer being liquidated is not enough to repay the full amount of the tax debt, the remaining part of the tax debt is repaid by the founders (participants) of the taxpayer being liquidated in cases established by the laws of the Republic of Kazakhstan.

Similar norms for the repayment of tax debt by the founders (participants) of the liquidated taxpayer are provided for by the current Tax Code (paragraph 7 of article 58, paragraph 9 of article 59).

Thus, Order 654 does not expand the powers of the Ministry of Finance in terms of collecting property from the owners of taxpayers - debtors, and will be applied to the extent of the responsibility of these debtors in cases established by the laws of the Republic of Kazakhstan.


These civil laws are fully correlated with the provisions of paragraph 3 of Article 75 of the Tax Code.