On the procedure for liquidation of a legal entity

Normative documents:

Procedure for liquidation of commercial and public legal entities (hereinafter - legal entity) Provisions of the Civil Code and the Tax Code of the Republic of Azerbaijan, the Law of the Republic of Azerbaijan "On State Registration and State Register of Legal Entities", Rules for deregistration of taxpayers ".

Application form:

Paper (of course or by mail).

Tax authority where the application is submitted:

Taking into account the territorial principle, the Department of State Registration of Commercial Legal Entities of the State Tax Service of the Nakhchivan Autonomous Republic, the Office of State Registration of Legal Entities of the Main Department of National Revenues of the State Tax Service, taxpayer service centers located in the administrative buildings of the Main Department of Territorial Taxes (excluding financial-industrial groups, banks, investment funds, insurance and auditing organizations).

Grounds for liquidation of a legal entity:

According to Article 59 of the Civil Code, a legal entity may be liquidated in the following cases:

By the decision of the founders or the body authorized by the charter;
In case the court considers its registration invalid due to violations of the legislation committed during the establishment of the legal entity;
When declared bankrupt.

Documents submitted to the registration authority for inclusion in the state register of legal entities of the note that the legal entity is in the process of liquidation:

The liquidation commission (liquidator) must submit the following documents of the legal entity to the registration authority within 15 days after its appointment:

Application ("Application for deregistration (tax registration) of the institution");
Decision to cancel;
Official statement confirming solvency;
Document confirming the publication of the first information on the liquidation of the legal entity and the procedure and deadline for notification of creditors' claims (not less than 60 days);
Seal.

If a legal entity is declared bankrupt, the decision of the court to declare it bankrupt or the decision of the initial meeting of creditors to declare the debtor bankrupt must be submitted to the registration authority.

If the mentioned documents do not contradict the requirements of the legislation, the registration authority within 5 days enters the record of the legal entity in the state register of legal entities, registers the members of the liquidation commission or liquidator as legal representatives and submits an extract from the register. After that, the legal entity uses a stamp "in the process of liquidation" on the preparation of documents, and in all documents after its name the words "in the process of liquidation" are added.

Issues to be checked and informed when receiving the application:

The state registration in the taxpayers' registration database and the legal entities whose tax registration has been canceled should be checked for the presence of the following cases and reported as a result of the inspection:

Existence of legal entities established by the founding of a legal entity whose registration and registration has been canceled;
Whether the legal entity is registered for VAT purposes;
Whether the legal entity has a branch, representative office or other economic entity (entity) in the tax register at the place of location;
Whether the cash register is registered at the place of location of the business entity (object) where the legal entity is registered;
Whether the POS-terminal is registered at the place of location of the business entity (object) where the legal entity is registered;
Whether the legal entity has active bank accounts;
Whether the legal entity has a tax debt to the state budget;
Whether the legal entity has not submitted declarations (reports).

In one of the above cases, the legal entity must take the necessary measures to eliminate these cases (submission of applications and documents related to the closure of active accounting units, undelivered declarations, payment of tax debt to the state budget, etc.).

Documents submitted to the registration authority for removal of a legal entity from the state register:

The liquidation commission (liquidator) must submit the following documents to the relevant executive authority of the Republic of Azerbaijan for removal from the state register of the legal entity within 10 days after the division or use of the remaining property:

Cancellation balance;
Report on the plan of division (use) of the remaining property and a document confirming the transfer of the property to the participants (act confirming the final settlement with the participants, statement from the account confirming the payment of the amount to the account opened in the bank, payment order and other payment document);
Original of the registration certificate and charter (regulations) of the legal entity, stamp "in the process of liquidation";
Reference of the Chamber of Control over Financial Markets on the withdrawal of shares from joint stock companies.
Reference issued by the state archive service organization on handing over archive documents originated from activity of a legal entity to the relevant state archive service organization at the location of a legal entity.

If the submitted documents meet the requirements of the legislation, the registration authority shall ensure the removal of the legal entity from the state register within 7 days from the date of receipt of the documents.

Term for liquidation of a legal entity:

The total duration of the liquidation process should not exceed one year from the date of entry in the state register of legal entities of information that the legal entity is in the process of liquidation. The expiration of this period causes the resumption of the liquidation process. In this case, the submitted documents shall be submitted to the liquidation commission (liquidator) with a notification from the state register of legal entities, stating that the legal entity is in the process of liquidation.

Note: & nbsp; The Civil Code of the Republic of Azerbaijan and the Law "On State Registration and State Register of Legal Entities" "The rules established by the Law of the Republic of Azerbaijan are applied.