How to close a LLP

You can submit a package of documents to the "Government for Citizens" not only in person at the PSC, but also online through the e-government portal.

To do this, you need to log in to the portal and go to the tabs "Home", "Business", "Registration and business development", "Registration and liquidation of a business".

Then you need to select a service

You will need to fill out an application, attach scanned copies of documents and pay the registration fee. SMEs receive the service free of charge.

The processing time for the application on the e-government portal is 5 working days.

The result of the service will be:

• The order to register the termination of the LLP activities;
• or the motivated rejection.

To register the liquidation of the LLP, the one must provide:

• application for state registration of the legal entity liquidation;
• decision of the owner or meeting of the founders, sealed;
• a copy of the newspaper with the published announcement of the liquidation of the LLP;
• a certificate from the organization that destroyed the seal of the LLP;
• a receipt for payment the registration fee (SMEs do not provide a receipt).

An application to the PSC is submitted no earlier than 2 months after the publication in the newspapers of the announcement of the liquidation of the LLP.

The PSC "Government for Citizens", upon receipt of the package of documents for the liquidation of the limited liability partnership, checks whether the procedure for carrying out the procedure has been fully complied with, then enters the information into the National Register of BIN.

The State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan, in turn, provides the "Government for Citizens" with information on the presence or absence of the tax arrears of the liquidated LLP to the state budget.

In the absence of violations of the procedure and the absence of arrears, the "Government for Citizens", within 5 working days after receiving the application, registers in the register the fact of termination of the company's activities. The LLP is considered as liquidated only if the information about that is contained in the National Register of BIN.

The former owner receives a copy of the order on the state registration of the termination of the legal entity's activities. A paper copy of the document is issued at the PSC. Or it can be obtained in the electronic form in your personal account on the Egov portal.

If violations are found in the liquidation procedure, or there is a tax or customs arrears, as well as  the branches or representative offices of the LLP were not removed from the registration, a decision will be made to revoke state registration of the LLP's termination.

According to the tax Code the right of state revenue bodies to apply to the court with claims for compulsory liquidation of a separate category of taxpayers is provided.

Thus, resident legal entities, their structural subdivisions, structural subdivisions of a non-resident legal entity, non-resident legal entities operating through a permanent establishment without opening a structural subdivision, individual entrepreneurs who simultaneously meet the following conditions are subject to compulsory termination of activity:

1) before January 1 of the calendar year, but not less than the limitation period established by Article 48 of the Tax Code:

who did not submit tax reports;

who did not perform export-import operations;

who have not made payments and  money transfers to bank accounts, except in cases where the amount of payment and money transfer for a calendar year does not exceed 141 times the monthly calculation index established by the law on the republican budget and effective on January 1 of the corresponding financial year, as well as receiving pension and social benefits;

not registered as a value added tax payer;

2) as of January 1 of the calendar year:

not registered as a value added tax payer;

who have not suspended the submission of tax reports in the manner prescribed by Articles 213 and 214 of the Tax Code;

objects that are not subject to property taxes, vehicles, land tax, unified land tax, with the exception of objects subject to these taxes from individuals;

those who are not in arrears on social payments;

those who do not have tax arrears on taxes and payments to the budget, customs payments and taxes in the amount of more than 6 times the monthly calculation index established by the law on the republican budget and effective on January 1 of the corresponding fiscal year.

It should be noted that Article 93 of the Tax Code defines the specifics of termination of taxpayers' activities by force, subject to certain conditions, taking into account the statute of limitations, in this regard, the above categories of taxpayers whose activities have been suspended and taxpayers who are active cannot be liquidated by force.

In addition, we note that information on the suspension of activities and liquidation, as well as lists of taxpayers recognized as inactive, are posted on the official Internet resource of state revenue bodies www.kgd.gov.kz and is available for viewing at any time.

In addition to the standard procedure providing for a tax audit, there is also a simplified procedure provided for in Article 59 TC RK.

An accelerated procedure is available to the company that simultaneously:

• is not registered for VAT;
• does not conduct certain types of activities;
• does not use a special regime for agricultural producers;
• has not been previously reorganized;
• is not included in the plan of tax audits.

Such LLPs can do without liquidation audit, limiting themselves only to passing desk control by the State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan.

Within 10 calendar days from the date of filing the liquidation reporting to the State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan, the organization is obliged to pay all taxes, fees and other payments.

The Tax Service, within 3 working days from the date of the receipt of the application, requests the information from the banks, customs authorities, funds. The information is provided within 20 working days. Then the tax service has 10 working days to conduct an in-house audit.

Upon the completion, the LLP is issued with the:

• conclusion;
• notification to treat the detected violations (within 5 working days).

If the LLP does not eliminate the violations, or does not agree with them, a standard tax audit is initiated. It is appointed no later than 10 working days from the date of the receipt of the explanation from the LLP about its disagreement with the results or after the expiration of the performance of the notice.

The simplified procedure (in the absence of the violations) makes it possible to shorten the period of the LLP liquidation by several months.

To liquidate the LLP in Kazakhstan, you need to go through several stages:

1. the adoption by the owner (meeting of the founders of the organization) of the decision to liquidate the company;
2. the formation of a liquidation commission;
3. the notification of the impending dismissal of the employees at least one month in advance (Article 52 LC RK);
4. the notification of the NJSC "Government for Citizens" in writing or through electronic services using EDS;
5. the notification of the State Revenue Office of the Ministry of Finance of the Republic of Kazakhstan (within 3 working days from the date of the decision), in accordance with clause 1 of article 50 TC RK;
6. the notification of the Population Employment Center about the upcoming increase in the number of unemployed not less than 2 months in advance;
7. the notification of the liquidation of the company by submitting an ad in the newspapers of republican significance, indicating the time frame (at least 2 months) for accepting the claims from the creditors (clause 3 of article 50 CC RK);
8. Upon the expiration of 2 months from the publishing the ad - drawing up an interim liquidation balance sheet and liquidation tax reporting;
9. Submission to the state revenue committee of the Ministry Of Finance of the Republic of Kazakhstan an application for tax audit and tax reporting marked "liquidation" (within 3 days from the date of approval of the balance sheet);
10. Passing the check (initiated by the state revenue committee of the Ministry of Finance of the Republic Of Kazakhstan no later than 20 working days from the date of the receipt of the application);
11. Settlement with creditors, settlement of tax liabilities, incl. by selling property at the open auction;
12. In the presence of operations related to foreign economic activity a request from the customs authorities for issuing a certificate of the absence of arrears in fees;
13. After the end of the tax audit drawing up a final version of the liquidation balance sheet;
14. Closing of accounts of the LLP in the banks;
15. De-registration of the cash register;
16. Submission to the territorial State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan of a liquidation balance sheet and a certificate of the accounts closed;
17. A physical destruction of the company seal (it is necessary to affix the seal on all the documents where it may be required);
18. Submitting an application and documents to the PSC at the place of registration of the LLP (or through the Egov portal).