Official procedure for a winding up of a company includes the following actions:

1. A supreme body passes a resolution on a winding up by ¾ of votes cast by owners of corporate rights.

The exclusive competence of a general meeting is the resolution on winding up and its procedure, election of a liquidation commission, approval of a procedure for distributing property remaining after satisfaction of creditors' claims and liquidation balance between owners (Articles 30, 34 of the Law of Ukraine on Limited and Additional Liability Companies, Articles 33, 42 of the Law on Joint Stock Companies).

The resolution should contain a number of information about the course and terms of liquidation procedures, in particular, about dismissal of the head, data on personnel of a liquidation commission or liquidator, their registration numbers of taxpayers' cards, procedure and terms of sending by creditors their claims and their consideration and satisfaction by a liquidator.

The resolution of a meeting of a LLC should be passed by three quarters or more of votes of all members of a company who have the right to vote on relevant items.

If one of members of a LLC, a share of whom constituted 50% or more of the authorised capital, dies and his/her heirs do not apply to join a company within 18 months from the date of death, the company has the power to make a resolution on a winding up of the company without taking into account the deceased's votes.

In a joint-stock company, the resolution has legal effect only if it is passed by at least ¾ of votes of shareholders present at a meeting with a quorum of more than 50% of the votes.

Peculiarities of making a list of shareholders, their registration at a meeting, a voting procedure and counting votes by the counting commission, keeping and signing the minutes of a joint-stock company shall be provided for by the Law on JSC and Art. 159 of the Civil Code of Ukraine.

2. Submitting the resolution of the meeting to the state registrar within 3 days from the date of its making.

3. Notifying each of debtors of termination of a company by a liquidator within 10 days from the date of promulgating a notice of a winding up of a company in Ukraine.

4. Taking measures by the liquidator to collect receivables, to conduct an inventory, to detect and return of property of the company, which is used by third parties, corporate rights in other legal entities within the period of time for preparing an interim liquidation balance sheet.

5. Submitting applications for inspections to the social insurance bodies, the employment centre and the Pension Fund of Ukraine in connection with winding up, passing inspections and obtaining certificates.

If there are no claims for payment of contributions based on the results of inspection, the Pension Fund branch issues a relevant paper certificate; otherwise, the certificate will not be issued and the state registrar will not have a complete package of documents for registration of termination of a legal entity.

6. Passing a tax audit. The company, included in the Unified State Register, does not need to notify the supervisory authorities of its winding up and apply for a tax audit, since such information is communicated to the tax and customs authorities automatically by electronic means of the Unified State Register.

In the event of absence of claims for paying taxes, fees, contributions upon the results of inspection, the supervisory authorities send directly to the state registrar an electronic form No. 30-ОПП; in case of delay in conducting the inspection, the supervisory authority sends to the state registrar objections to the winding up of the legal entity.

If there are claims for paying taxes, fees, contributions, the supervisory authorities send a form No. 30-ОПП directly to the state registrar by means of the register. In this case, the specified form with attachments is sent (issued) to the liquidator at his request.

7. Closing bank accounts of a company before the expiration of the term for creditors to make their claims, except for one of them, which will be used for settlements with creditors during winding up. Information about open accounts of a legal entity or its separate subdivisions registered with the tax authority and in respect of which no notification of their closure has been received, may be obtained directly by the company in the payer's electronic cabinet or a tax authority at the request of the liquidator.

8. Dismissal of employees.

9. Applying by the issuer of securities to the National Securities and Stock Market Commission and obtaining information about lack of uncanceled registration of an issue of shares or uncanceled issues of other securities, in particular, of closed joint stock companies that have not brought their activities in compliance with the requirements of the law.

10. Considering each creditor's claim by the liquidator with further passing a resolution on its satisfaction (indicating its payment in case of sufficiency of the company's assets according to the interim liquidation balance sheet) or refusal and sending the resolution to the creditor no later than 15 days.

11. Drawing up by the liquidator an interim liquidation balance sheet on composition and appraised value of the company's property, a list of claims made by creditors and the result of their consideration (after terminating the term for creditors to make claims).

12. Approving an interim liquidation balance sheet by a general meeting.

13. Taking all necessary measures pursuant to the Code of Ukraine on Bankruptcy Procedures, if the value of the property under the interim liquidation balance sheet is insufficient to meet creditors' claims (in such a case the liquidator has no right to repay sums of money to creditors or transfer property, and further voluntary liquidation proceedings shall be terminated).

14. If the value of the company's property under the approved interim liquidation balance sheet is sufficient to meet the recognized claims of creditors, the liquidator ensures repayment of sums of money or transfer of property to repay such claims and payment of taxes, fees, contributions in order of priority prescribed by the law; in case of insufficiency of funds for satisfying the specified requirements, the liquidator sells the company’s property.

15. Transferring those that remained after satisfying creditors' claims to the members of the property, in proportion to the size of their shares in the authorized capital.

16. Drawing up a liquidation balance sheet after completion of settlements with creditors and members.

17. Passing a resolution by ¾ of the supreme body’s votes on approval of the liquidation balance sheet, dismissal of the director, completion of the liquidation procedure and winding up of the company.

18. Destroying documents of financial and economic activity of a company in Ukraine, except for those which are subject to transfer to archival department in connection with the obligatory storage established by the law.

19. Transferring constituent, registration documents, resolutions of a general meeting, a certificate of destruction of documents, orders, personnel files and remuneration documents, identity cards and data on personal information of employees subject to mandatory storage (a certified copy of the minutes on dismissal and the original of the order on dismissal are transferred to the archive) to the archival department of the relevant district state administration

20. Submitting the minutes of the final meeting, a hard certificate from the Pension Fund, a certificate of acceptance of documents to the archive for state registration of the winding up of the company with an application of a form 2 for legal entities to the state registrar.

The common reasons for refusing state registration of a winding up of a company in Ukraine are:

• submitting documents for registration of a winding up before termination of the term for making claims by creditors;
• a legal entity being liquidated is a member of other legal entities and/or has separate divisions that are not closed, and/or is the founder of a court of arbitration;
• there is information that a joint-stock company has registration of the issue of shares that is not cancelled;
• there is information that a legal entity – the issuer of securities has registration of the issue of shares that is not cancelled;
• there is information on arrears of taxes and fees, a single contribution to the general obligatory state social insurance, insurance funds to the Pension Fund of Ukraine and social insurance funds
• a legal entity being in the process of liquidation is a participant in public enforcement proceeding.

When deciding on the winding up of a company, the supreme body shall appoint a collegial liquidation commission or a sole liquidator. They obtained the powers of the executive body of the company to manage its affairs, representation in relations with third parties, actions in court.

By resolution it is approved that any creditor has the right to make claims against the Company by sending a written claim with attaching its documentary evidence at the address of the liquidator within 2 to 6 months from the date of promulgation of the notice of winding up in the Unified State Register; claims not recognized by the liquidator, if the creditor within a month after receiving notice of refusal to recognize his/her claims did not apply to the court, and a creditor’s claims that the court refused by its decision to satisfy are considered repaid.

By resolution, the obligation of a liquidator to ensure the assessment and obtain a conclusion on the appraised value of the company’s property detected in the liquidation procedure may be prescribed.

An interim liquidation balance sheet on composition and value of property and creditor’s claims shall be drawn up by a liquidator and submitted for approval to the general meeting before paying accounts payable.

If the value of the company's property according to the interim liquidation balance sheet is insufficient to meet creditors' claims, voluntary liquidation procedure are terminated and the liquidator shall take all necessary measures pursuant to the Code of Ukraine on Bankruptcy Procedures.

If the value of the company's property according to data of the interim liquidation balance sheet approved by the meeting is sufficient to meet the recognized creditors' claims included therein, the liquidator shall ensure satisfaction of such claims and payment of taxes, fees, contributions in order of priority prescribed by the law; in case of insufficiency of funds for satisfaction of the specified claims, the liquidator sells the company’s property.

Documents that are not subject to mandatory storage in accordance with the requirements of the law regarding composition and storage of documents should be destroyed, and documents of mandatory storage shall be transferred to archival institutions.

Upon completion of settlements with creditors, the liquidator shall draw up and submit of the liquidation balance sheet for approval by the general meeting.

By the Order of the Ministry of Finance of Ukraine dated 09 December 2011 No. 1588 "Procedure for registration of payers of taxes and fees", the taxpayer is obliged to notify the supervisory authorities at the place of registration of winding up or reorganization within three business days from the date of the resolution (except for cases when the obligation to make notifications is vested in the state registration authority).

Upon the results of an unscheduled inspection of documentation in connection with the winding up or reorganization of a legal entity but not later than the expiration of term for making claims by creditors, employees of supervisory bodies enter into the Unified Data Bank of legal entities or confirm information about the presence/absence of arrears of taxes and fees (cl. 11.8 of Section XI).

Form No. 30-ОПП is the only document confirming the absence (presence) of arrears of taxes, fees in cases of winding up of legal entities determined by the Law on State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations, and cannot be used in cases set out by other laws and regulations, except those specified by the Law and other laws and regulations adopted in accordance with this Law (cl. 11.8 of Section XI).

According to the Law on collection and accounting of the single contribution to compulsory state social insurance, insurers (payers of a single social contribution) are employers, legal entities and individual entrepreneurs, and other entities and persons which/who use the labour of individuals.

Registration and deregistration of them in the register of insurers are carried out by territorial tax authorities by virtue of information obtained from the Unified State Register or a personal application of the insurer (who is not subject to inclusion in the Unified State Register) after inspections and final calculation prescribed by law.

According to the Law on Compulsory State Pension Insurance, insurers (payers of insurance premiums) in the joint pension insurance system are employers, legal entities and individual entrepreneurs, other entities and persons which/who use the work of individuals.

Registration and deregistration of them is carried out by the territorial bodies of the Pension Fund by virtue of information provided by the state registrar of the Unified State Register or a personal application of an insurer after conducting inspections, check on calculations and final payment of due amounts as established by law.

The procedure for acceptance and transfer of documents to the archive in case of winding up of a company not included in the List of sources of formation of the national archival fund is set out in Chapter 3, Section XV of the Regulations of Record Keeping and Archival Storage of Documents in State Bodies, Local Self-Governing Bodies, Enterprises, Institutions, and Organizations by order of the Ministry of Justice of Ukraine dated 18 June 2015 No. 1000/5.

According to the requirements of the Regulations of Record Keeping and Archival Storage of Documents, in case of winding up of a company or organization, archival documents shall be transferred to the archives of the state district administration at the place of registration of the company. Upon the ground of the fact of accepting and transferring files by the relevant archival department of the state district administration, the certificate of deregistration of the company shall be issued.