How to Close an Inactive LLP in Kazakhstan in 2024?

To cease the activities of a company registered as a Limited Liability Partnership (LLP), one must go through the liquidation process, which takes about four months and requires thorough preparation.

Interestingly, the decision to close an LLP in Kazakhstan is not always made by the partnership's founders. In some cases, it happens involuntarily—by court order. For example, a common reason for forced LLP closure in Kazakhstan in 2023 was bankruptcy. Other reasons include registration violations (such as the owner failing to register the partnership with the tax authorities or being unable to obtain a BIN in time).

How can you close an LLP in Kazakhstan in 2024, and is it possible to do it online? What documents are required for closure? What pitfalls should you be aware of? Let's take a step-by-step look at the process.

How to Close a Suspended LLP?

Several steps are necessary to close a suspended LLP.

Step 1: Make the Decision.

This is the first and essential step to closing an LLP in Kazakhstan.

If the partnership has a single owner, they must make the decision. But how do you close an LLP if it has two or more founders? In this case, a meeting must be organized with all the owners present. A vote is held, and the results are recorded in a protocol. A sample protocol for LLP liquidation in Kazakhstan can be found online, but remember to include all decisions made in the document..

Step 2: Form a Liquidation Commission.

The commission includes specialists who oversee the business closure and address several tasks:

• Publishing a notice in a newspaper about the cessation of the partnership’s operations.
• Informing creditors and ensuring debts are paid.
• Informing the tax authorities, submitting an application, and preparing liquidation reports.
• Managing the liquidation balance.
• Distributing the company's assets among the founders or deciding to sell them, among other responsibilities.

The minimum number of commission members is two, often including the organization's director and chief accountant. The founders jointly select the commission members and chair at the meeting. The selected specialists are given the authority to close the LLP (a sample authorization can be downloaded from specialized resources).

Step 3: Notify Employees of the Company's Closure.

If the company is closing, it's logical that its employees will be dismissed. Employees must be informed about their dismissal in advance—at least one month prior—so they have time to find new employment.

However, an employee may choose to resign earlier than the specified period.

Step 4: Announce in the Media.

The announcement of the LLP's closure is published in newspapers with the largest circulation, such as "Vremya" or "Zan Gazeti." The ad can be submitted online.

An important condition is specifying the period during which creditors can make claims to the company, usually two months. The liquidation commission uses this period to settle debts with creditors and notify them of the closure.

Step 5: Inform the Tax Authorities.

Immediately after the announcement is published in the media, the liquidation commission must contact the tax office at the partnership’s place of registration within three working days.

Step 6: Prepare an Interim Liquidation Balance Sheet.

This document reflects the results of an inventory, including descriptions of real estate, movable property, and funds in accounts. It's also important to include creditor claims.

The owner must approve the document.

Step 7: Submit an Application for a Tax Audit.

Another important step in closing an LLP is a documentary check by the tax authorities. After the commission approves the interim balance sheet, it has three working days to submit an application for an audit to the tax office. The audit itself will be conducted within 20 days.

Based on the audit results, a liquidation balance sheet is formed (within three days)

It's advisable to ensure your partnership meets the following criteria in advance:

• The company has no outstanding social payments or tax debts.
• There are no fines or incorrect operations (e.g., incorrect tax or customs duty payments).
• There is no VAT overpayment.
• There are no unfulfilled obligations for refunds.

Note that in 2024, when closing an LLP in Kazakhstan, the application for a tax audit can be submitted online through the taxpayer's cabinet (in the "Tax Application" section).

Step 8: Submit Liquidation Reports to the Tax Office.

Documents related to the LLP closure in Kazakhstan must be submitted along with the application. The reports should reflect all payments made by the partnership from the beginning of the tax period until the moment of application submission to the tax office, including tax deductions, budget payments, social security, insurance payments, etc.

Consider these two points:

1. If the next tax period ends after you have submitted the liquidation reports, the documents for that tax period must be submitted earlier—before you submit the closure documents to the tax office.
2. If the deadline for tax payments and other deductions for the tax period falls after submitting the liquidation documents, the partnership's representative has ten calendar days to make these payments.

Additionally, all payments required by the liquidation reports must be made within ten days.

Step 9: Pay Debts to Creditors.

The term "creditors" here is used broadly: it includes the partnership’s employees and other parties to whom payments need to be made. The payments follow a specific order:

1. Alimony.
2. Compensation to individuals whose health or life was harmed at the workplace (for which the partnership is responsible).
3. Wages.
4. Social and pension contributions (payable within ten days after submitting the liquidation documents).
5. Royalties under copyright agreements.
6. Taxes (these also have a ten-day payment deadline).
7. Payments to other creditors.

Of course, making payments to creditors within the allotted ten days is possible only if the company has funds in its accounts. But what if, when closing an LLP or its branch in Kazakhstan in 2024, the company has no funds? In such cases, the commission sells the partnership's assets through public auctions.

If some assets cannot be sold, they are often distributed among the founders through acceptance-transfer acts.

Step 10: Obtain a Certificate of No Customs Duty Debts.

This document is required for organizations engaged in foreign economic activities. It is requested from the customs authorities.

Step 11: Notify the Ministry of Justice of the Closure.

The Ministry of Justice must be informed immediately after the tax audit. The notification is submitted in writing to the local justice authorities or a Public Service Center (ЦОН). You can also fill out the form online at egov.kz.

Step 12: Deregister for VAT.

There are some nuances here.

First, you must submit two documents simultaneously—the VAT liquidation declaration and the application to deregister for VAT.

Во-вторых, предоставляют эти документы в один день – сначала подают декларацию, а потом
и заявление.

Step 13: Deregister the Cash Register.

Deregistering the cash register is done based on the relevant tax application. However, this applies only to devices that do not support data transmission.

If such a function is provided in the cash register, deregistration is performed based on your operator's data.

This option is also available online. It is supported by four Kazakh telecommunications operators: "Kazakhtelecom," "Transtelecom," "Jusan Mobile," and "Kar-Tel".

Step 14: Close Bank Accounts.

In most cases, closing accounts requires visiting a bank branch—preferably where the accounts were opened. However, this is not required by all banks.

How can you quickly close an LLP's checking account? Several steps are necessary:

• The partnership’s representative submits an application.
• Any outstanding debts to the bank must be settled (if any).
• If there are funds left in the accounts, they need to be withdrawn.
• Next, corporate cards must be returned. Don't forget to return the checkbooks and OTP code cards to the bank.
• The final step is obtaining a certificate confirming that the account is closed.

Step 15: Destroy the Company Seal.

This is the final step. Before destroying the seal, ensure it has been stamped on all necessary documents.

Seal disposal is carried out by the companies that manufacture them. Upon completion, you will receive a certificate.

How to Close a Suspended or Inactive LLP in Kazakhstan Based on an Audit Report??

Some partnerships can be liquidated based on an audit report.
However, they must simultaneously meet several requirements:

• The annual profit does not exceed 150,000 MCI.
• The partnership received the audit report no earlier than 20 days before submitting the liquidation application.
• The organization's activities are not related to specific activities categorized as separate. This category includes gambling, the production and sale of gasoline, tobacco, or alcohol.

What should you do if auditors find issues? Suppose unpaid taxes are discovered. Entrepreneurs have ten calendar days to settle all debts.

How to Close an LLP in a Simplified Procedure in Kazakhstan??

Closing an LLP in Kazakhstan can be done using a simplified procedure. In this case, a tax audit is replaced by desk control. The advantage of this approach is time savings: desk control is carried out much faster.

What is Desk Control?

Under this type of control, inspectors check the data about the taxpayer, that is, your partnership, as well as its tax reports. If violations are found, the company must correct them independently.

For Which LLPs in Kazakhstan is the Simplified Closure Procedure Applicable?

The simplified system is intended for partnerships that simultaneously meet the following conditions:

1. Their activities are not related to specific types of activities.
2. They do not pay VAT.
3. They are not agricultural producers and do not operate under a special regime.
4. They have not undergone reorganization.
5. A tax audit is not planned for the organization.

What Documents Are Needed for the Simplified Closure of an LLP?

Partnerships that meet these requirements must submit a package of documents, including:

• A tax application for the closure of an LLP in Kazakhstan.
• Liquidation reports for the current tax period.
• The interim liquidation balance sheet.
• The final liquidation balance sheet.
• Documents confirming the absence of debts to creditors.
• Deregistration from VAT and deregistration of the cash register.

How to Close an LLP with Debts in Kazakhstan?

If your partnership has debts, including tax debts, you'll need to go through the bankruptcy procedure. To close an LLP in Kazakhstan in 2024, you must contact the Public Service Center with an application. Additionally, you must notify the tax authorities of your bankruptcy in writing.

Finally, a reminder: not every LLP owner needs to go through the liquidation process. If your organization has been inactive for three months, the justice authorities can close it independently without additional checks.

This article has been translated from its original language using neural network-based translation technology.