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LIQUIDATION OF LEGAL ENTITIES AND INDIVIDUAL ENTREPRENEURS IN KAZAKHSTAN. OVERVIEW OF THE PROCEDURE, DEADLINES, AND LIQUADATION TERMS.

Contents:

Liquidation’s terms and stages.

I.                  General procedure;

II.               Special procedure based on the results of cameral control without conducting a tax audit ;

III.           Special procedure based on an audit report;

IV.            Destruction of seals;

V.               Liquidation of an individual entrepreneur;

VI.            Alternatives of liquidation options;

VII.        Suspension of the activities of a legal entity.

VIII.     Conclusion.

A legal entity in the event of termination of its activities must undergo a voluntary liquidation procedure. In this overview, dedicated to the liquidation of a legal entity and an individual entrepreneur, we want to clarify the procedure, deadlines and list of necessary documents for the liquidation of the legal entity. There are several types of procedures:

I.    The general procedure for the liquidation of legal entities is stipulated by the Civil Code of the Republic of Kazakhstan, regarding the fulfillment of tax obligations - the Code of the Republic of Kazakhstan "On Taxes and Other Mandatory Payments to the Budget".


After the expiration of the period for the presentation of claims by creditors, the liquidation commission shall draw up an interim liquidation balance sheet that contains information on the composition of the property of the liquidated legal entity, the list of claims submitted by creditors, as well as the results of their consideration.First of all, the owner of the property of the legal entity or the body authorized by the owner, as well as the body of the legal entity authorized by the constituent documents (general meeting of the LLP members or decision of the sole participant), makes a decision on liquidation. The decision also needs to consider questions about the appointment and composition of the liquidation commission, determining the procedure and deadlines for liquidation. Since the appointment of the liquidation commission, the authority to manage the property and affairs of the legal entity is transferred to it.

Further, the owner of the property of the legal entity or the body that made the decision to liquidate the legal entity is obliged to immediately notify the justice body carrying out the registration of legal entities in writing (para. 1, Art. 50 of the Civil Code of the Republic of Kazakhstan).

In addition, by virtue of Art. 37 of the Tax Code, the resident legal entity within three working days from the date of adoption of the resolution on liquidation in writing informs the tax authority about it at the place of its location.

The liquidation commission publishes information on the liquidation of the legal entity, as well as on the procedure and deadline for the claims filed by its creditors in the official print media of the central justice body. The period for filing claims cannot be less than 2 months from the date of publication of the liquidation.

The liquidation commission shall take measures to identify creditors and obtain debts, and also notify the creditors in writing of the liquidation of the legal entity (para. 3 art. 50 of the Civil Code).

The interim liquidation balance sheet is approved by the owner of the property of the legal entity or by the body that made the decision to liquidate the legal entity (para. 4 art. 50, of the Civil Code).

According to para. 3 of Art. 37 of the Code of the Republic of Kazakhstan "On Taxes and Mandatory Payments to the Budget" (Tax Code), the liquidation tax report is compiled by types of taxes, other mandatory payments to the budget, mandatory pension contributions and social deductions for which the liquidated legal entity is a payer and (or) a tax agent, for the period from the beginning of the tax period in which an application for a documentary tax audit is submitted, before the date of submission of such an application.

In addition, within three working days from the date of approval of the interim liquidation balance, the liquidated legal entity shall submit to the tax authority at the place of its location simultaneously:

1) a tax application for a documentary audit;

2) liquidation tax report.

In the event that the deadline for the submission of the next tax report comes after the submission of the liquidation tax report, the submission of such regular tax report shall be made before the submission of the liquidation tax report.

II.          The Tax Code provides for a special procedure for termination of activities based on the results of cameral control without conducting a tax audit.

This procedure is applied in accordance with Art. 37-1 of the Tax Code for legal entities that meet the following conditions:

1) the legal entity is not a payer of value added tax;

2) the legal entity does not apply a special tax regime for legal entities producing agricultural products, aquaculture products (fish farming), and rural consumer cooperatives;

3) is not reorganized or is not the legal successor of the reorganized legal entity;

4) is not included in the tax audit plan based on the results of the activities of the risk assessment system.

These requirements apply to legal entities that meet the conditions specified in this clause during the period of limitation set out in Art. 46 of the Tax Code, that is, for five years. The provisions of the clause also apply to legal entities, the period from the date of their creation is less than the period of limitation of actions.

In case of compliance with these conditions, a legal entity, after taking a decision on liquidation, submits to the tax authority at the location at the same time:

1) a tax application for termination of activities;

2) a tax application for removal from the registration records for certain types of activities in the presence of such accounting;

3) liquidation tax report;

4) a tax application for the de-registration of the cash register in the manner established by Art. 648 of the Tax Code in the event that a cash register machine is registered with the tax authority.

 

ACTIONS OF THE TAX AUTHORITY:

The Tax Authority within three working days from the date of receipt of the tax application for the termination of the activity of the liquidated legal entity shall send a request for the period during which the tax audit was not conducted with respect to the legal entity within the limitation period:

Within three working days

The Tax Authority within three working days from the date of receipt of the tax application for the termination of the activity of the liquidated legal entity shall send a request for the period during which the tax audit was not conducted with respect to the legal entity within the limitation period:

 

1)  to the authorized state bodies - on the provision of information on transactions with property subject to state registration, committed by a legal entity that ceases operations, as well as its property as of the date of receipt of the request of the tax authority;

2) to the customs authorities - on presenting information on foreign trade transactions committed by a legal entity that ceases operations, as well as on confirming the absence of arrears in customs payments and taxes as of the date of receipt of the request of the tax authority;

3) to banks and (or) organizations that carry out certain types of banking operations - on presenting information on balances and movements of money in the bank accounts of a legal entity that ceases operations as of the date of receipt of the request of the tax authority.

Within ten working days

Within 10 working days from the date of receipt of all such information, the tax authority carries out cameral control and draws up a Conclusion (document) that reflects the results of cameral control and the state of payments for taxes and other mandatory payments and contributions. The Conclusion (document) shall be drawn up in an amount not less than two copies and signed by the officials of the tax authority. One copy of the report shall be given not later than three working days after it is signed by the liquidated legal entity with the signature or sent to it by registered mail with a notice.

 

III.           At the same time, the Tax Code provides for a special procedure for termination of activities based on an audit report.

This procedure is applied in accordance with Art. 37-2 of the Tax Code for liquidated legal entities-residents, which simultaneously meet the following conditions:

1) the total amount of the aggregate annual income, taking into account the adjustments of the liquidated legal entity and the individual entrepreneur ceasing the activity, for the period of the limitation period established by Art. 46 of the Tax Code is no more than one hundred twenty thousand-fold the monthly calculation index established by the law on the republican budget and the acting on January 1 of the corresponding fiscal year;

2) have an audit opinion on taxes compiled by the audit firm not more than twenty calendar days before the date of submission to the tax authority of the tax application for termination of activities.

At the same time, if, as a result of the audit report on taxes, there are obligations to calculate and pay taxes and other compulsory payments to the budget, calculate, withhold, transfer mandatory pension contributions, compulsory professional pension contributions, calculate and pay social contributions, such liabilities are subject to execution by the liquidated legal A person or an individual entrepreneur who ceases to operate, within ten calendar days from the day following the day of delivery of the audit The organization of an audit report on taxes to such a taxpayer.

In case of compliance with these conditions, a legal entity after the decision to liquidate is submitted to the tax authority at the location at the same time:

1) tax application for termination of activities;

2) tax application for removal from the registration records for certain types of activities in the presence of such accounting;

3) liquidation tax report;

4) audit report on taxes compiled by an audit organization;

5) tax application for the removal of a cash register from the register in accordance with the procedure established by Art. 648 of the Tax Code, in the event that a cash register machine is registered with a tax authority.

ACTIONS OF THE TAX AUTHORITY:

The tax authority must carry out the cameral control no later than ten working days from the date of receipt of the mentioned documents. In case of detection of violations based on the results of desk control, the liquidated legal entity is notified of the elimination of violations.

The liquidated legal entity shall pay taxes, other compulsory payments to the budget, social contributions, transfer mandatory pension contributions, mandatory professional pension contributions reflected in the liquidation tax reports, not later than ten calendar days from the date of submission of the liquidation tax report to the tax authority.

If the period for payment of taxes, other compulsory payments to the budget, social deductions, transfer of mandatory pension contributions, mandatory professional pension contributions reflected in the tax reporting submitted before the liquidation tax reporting, comes after the expiration of the stipulated period, payment (transfer) should be made no later than ten calendar days from the day the liquidation tax reporting was submitted to the tax authority.

If there is not enough money to satisfy the creditors' claims, the liquidation commission carries out the sale of the property of the legal entity from public auctions in the manner established for the execution of court decisions.

Payment of money to creditors of the liquidated legal entity is made by the liquidation commission in accordance with the order of priority established by Art. 51 of the Civil Code, in accordance with the interim liquidation balance sheet, starting from the day of its approval.

The property remaining after satisfaction of creditors' claims is sent to the purposes specified in the constituent documents.

In accordance with subpara. 4) of para. 1 of Art. 11 of the Statute of the Republic of Kazakhstan "On partnerships with limited and additional liability", a participant of a LLP is entitled to receive in the event of the liquidation of a partnership the value of a part of the property remaining after settlements with creditors, or, by agreement of all participants in the partnership, part of it Property in kind.

The distribution of property among shareholders in the liquidated joint stock company is regulated in accordance with art. 89 of the Statute of the Republic of Kazakhstan "On Joint Stock Companies" in the following order:

The remaining property is distributed among all the owners of shares in proportion to the number of shares owned by them, taking into account the requirements of para. 2 of Art. 13 of the Statute of the Republic of Kazakhstan "On Joint Stock Companies".

According to para. 2 of Art. 13 of the Statute of the Republic of Kazakhstan "On Joint-Stock Companies", shareholders-owners of preference shares have a pre-emptive right to shareholders-owners of common shares for a part of the property upon liquidation of the company. Therefore, the distribution of the transfer of property to the owners of common shares is made only after the completion of settlements with the owners of preferred shares.

The requirements of each queue are met after full satisfaction of the requirements of the previous queue.

If the assets of the liquidating company are not sufficient to pay accrued but unpaid dividends and reimbursement of the value of preferred shares, this property is fully distributed among this category of shareholders in proportion to the number of shares owned by them.

By virtue of para. 7 of Art. 50 of the Civil Code, after completion of settlements with creditors, the liquidation commission shall prepare a liquidation balance sheet approved by the owner of the property of the legal entity or by the body that made the decision to liquidate the legal entity.

Further, according to the tax legislation (para. 12, art. 37 of the Tax Code), upon completion of the documentary verification, the liquidated legal entity simultaneously presents to the tax authority at the location:

1) liquidation balance sheet;

2) certificate of the bank and (or) the organization carrying out certain types of banking operations, on closing of existing bank accounts;

The liquidated legal entity submits the documents mentioned above within three working days from the date of completion of the documentary verification in case of simultaneous observance of the following conditions:

1) absence of tax debt, arrears of mandatory pension contributions, mandatory professional pension contributions and social contributions;

2) absence of excessively paid amounts of taxes, fees and penalties;

3) absence of erroneously paid amounts of taxes, other mandatory payments to the budget, penalties and fines;

4) absence of exceeding the value added tax, deferred, over the amount of the assessed tax subject to return in accordance with Art. 273 and 274 of the Tax Code;

5) absence of an unfulfilled tax application for offsetting and (or) refunding unnecessarily (erroneously) paid amounts of customs duties, taxes, customs duties and penalties levied by customs authorities.

If these conditions are not met, then the liquidated legal entity submits the liquidation balance and the certificate on closing the accounts, within three working days from the date that comes last:

1) from the date of repayment of tax debt, arrears of mandatory pension contributions, mandatory professional pension contributions and social deductions;

2) from the date of return of excessively paid amounts of taxes, fees, penalties;

3) from the date of the return of erroneously paid amounts of taxes, other mandatory payments to the budget, penalties and fines;

4) from the date of the return of the excess of the value added tax deferred over the amount of the assessed tax subject to return in accordance with Art. 273 and 274 of the Tax Code;

5) from the date of return of unnecessarily (erroneously) paid amounts of customs duties, taxes, customs duties and penalties levied by customs authorities.

IV. The next stage of liquidation is the destruction of seals: the main and additional seals, as well as various company stamps. Destruction of seals is made in the organizations engaged in their manufacture. After the destruction, an appropriate act is drawn up and issued. Before destroying the seal, it is necessary to verify the correctness of all documents compiled and certified by it.

 At the final stage, for the state registration of the termination of the activities of a legal entity, the following documents are submitted to the Justice Authority through the Public Service Center:

1) application in the form in accordance with the established form;

2) decision of the owner of the property of the legal entity or authorized by the owner of the body or body of the legal entity authorized by constituent documents, sealed by the legal entity (if any);

3) document confirming the publication in the official print media of the Ministry of Justice of information on the liquidation of a legal entity, the procedure and deadlines for making claims by creditors;

4) certificate of absence of debt for customs duties, taxes and customs duties;

5) certificate of cancellation of bonds and (or) shares and (or) a report on the results of the redemption of bonds or a letter of the authorized body exercising state regulation of the Securities market on the absence of registered shares in the authorized body exercising state regulation of the securities market, Or) bonds;

6) document on the destruction of the seal of the legal entity (if any);

7) receipt or other document confirming the payment of the registration fee for state registration of the termination of activities of a legal entity to the budget, with the exception of legal entities that are subjects of small and medium-sized business;

 8) constituent documents (if any).

The application for state registration of the liquidation of a legal entity shall be submitted to the registration authority not earlier than two months after the date of publication of information on the liquidation of the legal entity.

The state registration of the cessation of activity of a natural monopoly entity is carried out by the registering authority with the prior consent of the authorized body exercising management in the spheres of natural monopolies and in regulated markets.

If there are violations of the procedure for liquidation of a legal entity, as well as in cases of having a branch of a liquidated legal entity that has not been withdrawn from registration, the existence of a tax debt, arrears in compulsory pension contributions and social deductions, or the refusal of state revenue authorities to provide specified information about debt in If a tax liability is not fulfilled by such a legal entity in the manner prescribed by the Tax Code, the registering authority shall decide The refusal to state registration of the termination of the activities of a legal entity.

A legal entity is considered to have terminated its activities after the information about this is entered in the National Register.

V.               Liquidation of an individual entrepreneur.

As for the liquidation of the IP, it is a little simpler here. The tax legislation provides for three types of liquidation of an individual entrepreneur. So, in case of IP closure, it is necessary to perform the following actions:

 Type 1

An individual entrepreneur shall submit to the tax authority at the place of his location within one month from the date of the decision to terminate the activity (acc. Art. 41 to the Tax Code of the Republic of Kazakhstan):

1) tax application for a documentary audit;

2) liquidation tax report.

NOTE: From 01.01.2015, and also from 01.04.2016, amendments were made to the Tax Code, according to which such requirements were eliminated in the liquidation of an individual entrepreneur as the submission to the tax authority of a certificate of registration, a certificate of registration for a value-added tax, a document confirming the publication in the periodical publication of information on the termination of the activities of an individual entrepreneur, a tax application for removal from the registration of a tax on Additional cost.

After receipt by the tax authority of the application of the individual entrepreneur ceasing the activity, a documentary check must be commenced no later than twenty working days.

The tax debt of an individual entrepreneur who ceases to operate is repaid at the expense of his money, including those received from the sale of his property, in the order of priority established by the legislative acts of the Republic of Kazakhstan.

The tax liability of an individual entrepreneur who has ceased to exist is considered fulfilled after the completion of a documentary audit and in the absence or repayment of tax debt, arrears of mandatory pension contributions, mandatory professional pension contributions and social contributions, including those formed after the results of a documentary audit, within the deadlines set by art. 608 of the Tax Code.

The date of the removal of an individual entrepreneur from the registration in the tax authority is the date of the fulfillment of the tax obligation specified in the previous paragraph.

The tax authority shall, not later than three working days from the date of execution of the tax obligation, withdraw from the registration account as an individual entrepreneur and place on the Internet resource of the authorized body information on the removal of the individual entrepreneur from the registration record.

The grounds for refusing to withdraw from the registration as an individual entrepreneur are the existence of tax debts, arrears in mandatory pension contributions, mandatory professional pension contributions, and social contributions unpaid within the time limits set by Art. 608 of the Tax Code.

Information on individual entrepreneurs who are denied removal from the register is placed on the Internet resource of the authorized body within three working days from the expiration date of the payment of tax debt.

 Type 2

Tax legislation provides for the specifics of the fulfillment of the tax obligation by certain categories of individual entrepreneurs upon termination of activities. These requirements are regulated by Art. 43 of the Tax Code. In this case, the individual entrepreneur must meet the following conditions:

1)  individual entrepreneur is not a payer of value added tax;

2) individual entrepreneur is not included in the tax audit plan based on the results of the activities of the risk assessment system.

NOTE: The liquidation procedure provided for in Art. 43 of the Tax Code is applied to individual entrepreneurs who meet the conditions during the limitation period established by para. 2 of Art. 46 of the Tax Code, that is, within 5 years. Provisions also apply to individual entrepreneurs, the period from the date of state registration of which as individual entrepreneurs is less than the period of limitation of actions.

An individual entrepreneur, in the event of a decision to terminate an activity, simultaneously submits to the tax authority at the location:

1) tax application for termination of activities;

2) tax application for removal from the registration records for certain types of activities in the presence of such accounting;

3) liquidation tax report;

4) tax application for the removal of a cash register from the register in accordance with the procedure established by Art. 648 of the Tax Code, in the event that a cash register machine is registered with a tax authority.

The Tax Authority shall forward the request within three working days from the date of receipt of the tax application of the individual entrepreneur on the termination of activities:

1) to the authorized state bodies - on the provision of information on transactions with property subject to state registration, committed by an individual who is an individual entrepreneur, stopping activities, as well as his property as of the date of receipt of the tax application for termination of activities;

2) to the customs authorities - on the submission of information on foreign trade transactions committed by an individual who is an individual entrepreneur, stopping activities, as well as on confirming the absence of arrears in customs payments and taxes as of the date not earlier than the date of receipt of the request of the tax authority;

3) banks and (or) organizations that carry out certain types of banking operations - on presenting information on balances and movements of money in bank accounts of an individual entrepreneur that ceases operations as of the date of receipt of the tax application for termination of activities.

Information on transactions provided for in paras. 1) and 2), as well as on the movement of money in bank accounts, are submitted for the period during which no tax audit was conducted within the limitation period until the day the tax authority received the tax application to terminate the activity.

Information requested by the tax authority must be submitted no later than twenty working days from the date it was received.

The tax authority within 10 working days from the day of receipt of all information is obliged to perform desk control and draw up a Conclusion (document).

 In case of detection of violations based on the results of cameral control, the individual entrepreneur shall be notified, within five working days from the date of receipt of the report, of the elimination of violations identified by the results of cameral control.

In the event of non-fulfillment of the notice and / or disagreement of the tax authorities with explanations provided by the taxpayer, a documentary tax audit shall be carried out with respect to the individual entrepreneur ceasing the activity. At the same time, a documentary tax audit must be started no later than ten working days after the expiry of the term for the execution of such notice and (or) obtaining an explanation of disagreement on the violations detected.

The tax debt of an individual entrepreneur that ceases to operate is repaid at the expense of the money of the individual entrepreneur, including those received from the sale of his property, in the order of priority established by the legislative acts of the Republic of Kazakhstan.

 An individual entrepreneur is deemed withdrawn from the registration record as an individual entrepreneur from the day:

1) drawing up a conclusion - in the absence of violations based on the results of desk control and tax debt, arrears on mandatory pension contributions, mandatory professional pension contributions, social contributions;

2) execution of notification of elimination of violations identified by the results of desk control - in the presence of such violations and the absence of tax debts, arrears in mandatory pension contributions, mandatory professional pension contributions, social contributions;

3) repayment of tax debts, arrears of compulsory pension contributions, compulsory professional pension contributions, social deductions - in the presence of tax debts and a condition for eliminating violations revealed by the results of desk control in full.

 Type 3

The termination of activities of certain categories of individual entrepreneurs in a simplified procedure is carried out without carrying out the cameral control (acc. to Art. 43-1 of the Tax Code)  established by Art. 586 of the Tax Code on the basis of:

1) tax application of the taxpayer on the termination of activities or

2) written consent contained in the tax application for the suspension (extension, renewal) of the submission of tax reports or in calculating the cost of a patent.

NOTE: Individual entrepreneurs, who are citizens of the Republic of Kazakhstan or oralmans, who are subject to the following conditions at the time of filing a tax application for the termination of activities, are subject to termination of activities in a simplified procedure:

1) those who are not registered in the registration as a payer of value-added tax;

2) not carrying out activities in the form of joint venture;

3) who are not payers of a single land tax that apply separate accounting of income and expenditure, property by type of activity that are not covered by a special tax regime for peasant or farming enterprises;

4) not carrying out certain types of activities specified in clause 1 of Article 574 of the Tax Code;

5) absent in the plan of tax audits on the basis of the results of the activities of the risk assessment system;

6) who do not have tax debts, arrears in compulsory pension contributions, compulsory professional pension contributions and social deductions (the item is put into effect on July 1, 2017).

These requirements apply to individual entrepreneurs who meet the conditions during the limitation period, that is, within five years prior to the filing date of the tax termination application or the occurrence of cases specified in para. 5.

Upon termination of activities in a simplified procedure, an individual entrepreneur shall submit to the tax authority at the place of his location at the same time:

1) tax application for termination of activities;

2) liquidation tax report;

3) tax application for the de-registration of the cash register (if any) in accordance with the procedure established by Art. 648 of the Tax Code.

In case of termination of activities in a simplified procedure, payment of taxes and other mandatory payments to the budget, social deductions, transfer of mandatory pension contributions, mandatory professional pension contributions reflected in liquidation tax reports shall be made not later than ten calendar days from the date of submission of liquidation tax reports to the tax authority.

In the event that the time for payment of taxes and other mandatory payments to the budget, social contributions, transfers of mandatory pension contributions, mandatory professional pension contributions reflected in the tax reports submitted before the liquidation tax reporting, occurs after the expiration of the period specified above, the payment (transfer) Is made not later than ten calendar days from the date of submission of the liquidation tax reporting.

The tax authority shall, not later than three working days from the date of execution of the tax obligation in accordance with this paragraph, remove the individual entrepreneur from the registration account and place on the Internet resource of the authorized body information on the removal of the individual entrepreneur from the registration record.

 Individual entrepreneurs are subject to termination of activities in a simplified procedure in the following cases:

1) applying a special tax regime on the basis of a patent and failing to submit a regular patent value calculation within sixty calendar days from the date of expiration of the patent or the end of the period of suspension of activities;

2) suspending the submission of tax reports and not submitting tax reports after the end of the period of suspension of activities within sixty calendar days from the date of expiry of the deadline for submission of tax reports established by this Code.

Withdrawal from the registration record as an individual entrepreneur in a simplified procedure, provided that there is no cash register machine that is registered on the tax authority, is carried out by the tax authority at the location of the individual entrepreneur within three working days from the date of expiration of one of the terms established in the clauses, Mentioned above.

Information on the removal of an individual entrepreneur from the registration in accordance with the procedure established by this paragraph shall be posted on the Internet resource of the authorized body within three working days.

A taxpayer is deemed withdrawn from the registration record as an individual entrepreneur from the day following day:

Payment of taxes and other compulsory payments to the budget, social deductions, transfer of mandatory pension contributions, mandatory professional pension contributions, upon termination of activities in a simplified procedure.

Expiration of the last patent (except for cases of suspension of activities), upon termination of activities in a simplified procedure.

The end of the period of suspension of activities specified in the tax application for the suspension (extension, renewal) of the submission of tax reports, upon termination of activities in a simplified procedure.

 

 

VI.            Alternatives of liquidation options.

A variant of an alternative to liquidation in case of insolvency and insolvency of a legal entity and an individual entrepreneur is bankruptcy.

Bankruptcy is an insolvency of the debtor recognized by a court decision, which is the basis for its liquidation.

Insolvency means the inability of a debtor of an individual entrepreneur or legal entity to fully satisfy the claims of creditors for monetary obligations, make payments on wages with persons who work under an employment contract, ensure payment of taxes and other mandatory payments to the budget, social contributions to the State The social insurance fund, as well as mandatory pension contributions and mandatory professional pension contributions.

 Recognition of bankruptcy is possible in a voluntary or compulsory manner.

 Recognition of bankruptcy in a voluntary manner is carried out on the basis of a debtor's application to the court.

 Recognition of bankruptcy on a compulsory basis is carried out on the basis of an application to the court of the creditor, and in cases provided for by legislative acts and other persons (Articles 52, 53 of the Civil Code).

The state registration of the termination of the activities of a legal entity liquidated by a court decision is carried out on the basis of a court decision and a court ruling on the completion of liquidation proceedings.

In this case, submission to the registration authority of an application for registration of liquidation is not required.

 The registering authority, on the basis of a decision and a court ruling on the completion of liquidation proceedings, issues an order for the liquidation of a legal entity.

On the basis of Art. 8 of the Statute of the Republic of Kazakhstan "On the National Archival Fund and Archives", when liquidating legal entities, the decision on the place of further storage of documents of the National Archive Fund and on personnel is taken by the liquidation commission or bankruptcy manager in agreement with the authorized body.

VII.        Suspension of the activities of a legal entity.

When it is not planned to liquidate the business, but there are no necessary resources and demand, a legal entity or an individual entrepreneur has the right to decide on suspension of activities.

 The procedure for the suspension, extension and resumption of tax reporting is established by Art. 73 of the Tax Code.

The taxpayer has the right on the basis of a tax application to suspend (prolong, renew) the submission of tax returns:

1) suspend the submission of tax reports;

2) extend the deadline for suspension of tax reporting;

3) resume submission of tax reports.

The taxpayer, in the event of a decision to suspend the activity, submits to the tax authority at the location of his location:

1) tax application to suspend the submission of tax reports for the forthcoming period;

2) tax reporting by types of taxes, other compulsory payments to the budget, mandatory pension contributions, compulsory professional pension contributions and social deductions from the beginning of the tax period to the date of suspension of activities specified in the application to suspend the submission of tax reports. In the event that the deadline for the submission of the next tax report comes after the submission of the tax application, the submission of such regular tax reporting shall be made before the date of submission of the tax application;

3) tax application for registration of a value-added tax with a view to withdrawing from such a record, if the taxpayer is a payer of value added tax.

NOTE: The deadline for the submission of tax reports, subject to its extension, shall not exceed the period established by Art. 46 of the Tax Code, that is, five years.

 

Within three working days from the date of receipt of the tax application to suspend the submission of tax reports, the tax authority takes a decision to suspend the submission of tax reports or to refuse to suspend the submission of tax reports in the form established by the authorized body.

The decision to refuse to suspend the submission of tax reports is taken in the following cases:

1) the taxpayer has a tax debt, arrears of mandatory pension contributions, mandatory professional pension contributions, social contributions as of the date of application;

2) failure to submit by the taxpayer:

- tax report;

- tax application for registration of a value-added tax in the case;

3) the tax authority's recognition of the taxpayer as inactive in accordance with Art. 579 of the Tax Code.

If the tax authority decides to refuse to suspend the submission of tax reports, the taxpayer shall submit tax reports in accordance with the procedure established by this Code.

A taxpayer shall have the right to file a tax application with the tax body to extend the submission of tax reports no later than the end date of the current period of suspension of submission of tax reports.

When filing a tax application to extend the submission of tax reports, this period is extended for the period indicated in such a statement. The tax application is the basis for failure to submit tax reports for the upcoming tax periods until the date of the resumption of activities, provided that there is a note of the tax authority on the admission of such an application.

In the event that the tax body discovers that the taxpayer has resumed activities during the period of suspension, the tax authorities, without informing the said persons, declare the term for suspension of the submission of tax reports from the date of the resumption of activities terminated.

For the purposes of this paragraph, the commencement of activities by the taxpayer resulting in the occurrence of an obligation to calculate and pay taxes and other mandatory payments to the budget in accordance with a special part of the Tax Code is recognized as the resumption of activities.

For the implementation of activities during the validity period of the decision of the state authorities to suspend the submission of tax reports, administrative liability is provided.

So, in accordance with Art. 271 of the Administrative Code of the Republic of Kazakhstan, this violation entails a warning. This act, committed repeatedly within a year after the imposition of an administrative penalty, entails a fine for private notaries, private bailiffs, lawyers, small business entities or non-profit organizations in the amount of forty, for medium-sized businesses - in the amount of forty-five, for subjects of large business - in the amount of fifty monthly calculation indicators.

The provisions on suspension of activities do not apply to the following taxpayers:

1) individual entrepreneurs applying special tax regimes for peasant or private farms, for small businesses on the basis of a patent;

2) individual entrepreneurs or legal entities that are payers of gambling tax and (or) a fixed tax;

3) legal entities applying a special tax regime for producers of agricultural products, aquaculture products (fish farming) and agricultural cooperatives.

In addition, the provisions do not apply to the procedure and deadlines for filing tax reports on property taxes, vehicles and land tax, on payment for the use of land plots.

VIII.    In conclusion, we would like to note that the procedure for the liquidation of a legal entity and an individual entrepreneur is a rather complicated procedure and may take several months. In addition, this period may increase, and problems may arise because of ignorance of the necessary procedure for liquidation. In this connection, before making a decision to liquidate the enterprise, we advise you to carefully read the requirements of the legislation regulating the liquidation procedure. Before the commencement of the liquidation procedure, it is possible to resolve, as far as possible, issues related to the repayment of existing debts to creditors and collection of receivables.

 

Dina Orybayeva &

Zhanna Kumarova, attorneys of ZAN Company.

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