State registration of legal persons, state registration of changes and state registration of liquidation are subject to a registration in Armenia in a Agency for State Register of Legal Entities.
State registration of liquidation is a process of recognition the fact of termination of existence of the legal person.
This article explains the step-by-step liquidation process, employee terminations, the list of the required documents and the scope of actions needed before the liquidation.
Step-by-step liquidation roadmap
Actions for the founders (participants)
- The founders (participants) of a legal entity that have adopted a decision on liquidation, or the body of the legal entity authorized to do so by its charter, are obliged to immediately notify the body carrying out state registration of legal entities.
- The founders (participants) or the authorized body shall appoint a liquidation commission (liquidator) and determine the procedure and time limits for the liquidation.
- From the moment of its appointment, the liquidation commission assumes the powers of managing the affairs of the legal entity.
Actions for the liquidation commission (liquidator)
- The liquidation commission shall publish a notice on the official public notifications website (http://www.azdarar.am) about the liquidation, including the procedure and deadline for submitting creditors’ claims, which shall be at least two months from the date of publication.
- After the deadline, the commission shall prepare a liquidation balance sheet detailing the entity’s property, submitted creditors’ claims, and the results of their consideration.
- The liquidation balance sheet shall be approved by the founders (participants) or the authorized body of the legal entity.
- If funds are insufficient to satisfy creditors, the commission shall sell the entity’s property through public auctions under the Law on Public Auctions.
- The commission shall pay creditors according to the approved liquidation balance sheet.
- After settling with creditors, the commission shall prepare a final liquidation balance sheet for approval by the founders (participants) or the authorized body.
- The approved balance sheet shall be submitted to the state registration body.
- The legal entity is deemed liquidated, and its existence terminated, upon state registration.
Actions in the Agency for State Register of Legal Entities.
1. Making records in a Agency for State Register on a legal person being in the process of liquidation.
To make records on a legal person being in the process of liquidation, the head of the executive body of the legal person or a body authorized thereto by law or by the charter or a person authorized shall submit to the Agency։
- an application;
- the decision of the competent body of the legal person on liquidation;
- the text of the public note, in the electronic format established by the Government of the Republic of Armenia․
- in case the application is submitted by an authorized person, the latter shall also submit a document certifying his or her powers;
After submitting the wait time is over 2 months.
2. Posting an announcement and recording the information.
In case of not revealing grounds for rejection of an application, the Agency shall — within two working days after submitting to the Agency the documents listed above — post an announcement on the official website of public notifications of the Republic of Armenia and shall record information in the State Unified Register on the legal person being in the process of liquidation.
3. Registration of a liquidation of a legal person.
- The liquidation committee of the legal person undergoing liquidation shall, after completing the process of liquidation, submit to the Agency the documents listed below for state registration of liquidation.
- After receiving an application for registration of the liquidation of a legal person listed as a business entity with a monopoly or dominant position, the Agency sends an inquiry to the Commission to confirm that no administrative proceedings are ongoing against that legal entity.
- The Agency shall send an inquiry to the Tax authority to receive confirmation on the absence of liabilities of the legal person.
The process of sending and receiving the inquiries and submitting the documents usually is over 20-25 days.
- In case of not revealing grounds for rejection of state registration after checking the submitted documents and receiving the confirmation, liquidation of the legal person shall be considered as registered and the Agency shall — within one working day — record information on liquidation in the State Unified Register.
Documents required for liquidation of a legal person:
The following shall be submitted for state registration of liquidation of a legal person:
- an application;
- the decision of the participators of the legal person or of the body on approving the liquidation balance sheet;
- the liquidation balance sheet;
- a statement of information on compliance;
- certificate on the transfer to the state or community archive of personnel-related documents generated by the activities of a dissolving organization up to January 1, 2013
FAQs
How much is the state duty for liquidation of a legal person?
No state duty shall be charged in case of state registration of liquidation of the legal person.
Who is responsible for fulfilling the tax obligations of an organization undergoing liquidation?
The fulfillment of the tax obligations of an organization undergoing liquidation shall be assigned to the liquidation commission of that organization, at the expense of the organization’s monetary funds, including funds obtained from the sale of property. The liquidation commission is obliged to include the existing tax liability in the liquidation balance sheet.
Does an employer have the right to terminate an employment contract due to liquidation?
The employer has the right to terminate an employment contract concluded for an indefinite period, as well as an employment contract concluded for a fixed term before the expiration of its term, in the case of liquidation of the employer (cessation of activity), removal from state registration.
The liquidation of the dormant companies?
The Foundation can be liquidated only by the decision of the Court, upon the application of interested persons.
The Foundation can be liquidated if:
- the foundation’s assets are insufficient to carry out its activities and it is not possible to acquire the necessary assets.
- it is impossible to achieve the foundation’s objectives and it is not possible to make the necessary modifications to achieve those objectives.
- the foundation deviates from the purposes specified in its charter.
- in other cases provided by law.
How long is the wait for the liquidation process?
Usually, the wait time is 2 months, counting from the day of making records in the Agency for State Register on a legal person being in the process of liquidation, and 20–25 days for the submission of documents.
Retrieve Legal & Tax can manage the liquidation process, coordinate with accountants, and help obtain necessary confirmations before deregistration.