Liquidating a foreign company means ending a legal entity registered abroad under the procedure of its jurisdiction: by strike-off or by voluntary liquidation. Key Solutions prepares the books, accounts and closing documents and deals with the tax consequences in Ukraine.
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In short
- When: the company no longer trades, the bank has closed the account, or fees and filings outweigh its use.
- What you get: a dissolved company with registry confirmation, closed accounts and a tax notice on loss of CFC control.
- Timing: in our experience, voluntary liquidation takes from a few months to six months.
- Fee: agreed individually, based on the jurisdiction, route, filings, assets and creditors.
- How to start: send the country, bank accounts, assets and debts, and the status of recent filings.
Ways to close a foreign company
A foreign company is closed either by strike-off on application or by voluntary liquidation with a liquidator, depending on its assets, accounts and creditors.
| Route | Suitable when | Key point |
|---|---|---|
| Strike-off | No activity, debts or assets | Remaining assets may pass to the state |
| Voluntary liquidation | Assets, accounts, creditors or disputes | Owner receives proof of completed liquidation |
| Abandonment | Owner stops paying fees | Directors' and shareholders' obligations remain |
In the UK, a private company that has stopped trading can be struck off on the directors' application (s. 1003 Companies Act 2006), and property left at dissolution passes to the Crown (s. 1012). Accounts are therefore closed and assets distributed before applying.
What the service includes
- company review: registry status, agent, bank accounts, assets, debts and filings;
- choice of route and a liquidation plan with fees and timeline;
- restored books and overdue accounts required by the registry or tax authority;
- final accounts, creditor settlements and the shareholder resolution;
- CFC notice and CFC report for a Ukrainian owner.
How we work
- Company review. Registry status, accounts, assets, debts, filings.
- Choice of closure route. Strike-off or voluntary liquidation by time and cost.
- Accounts and settlements. Overdue filings, closed accounts, paid creditors.
- Resolution and filing. Shareholder resolution and pack for the agent or liquidator.
- Dissolution and tax notice. Registry confirmation and notice to the Ukrainian tax authority.
Timing and fees
In our experience, voluntary liquidation takes from a few months to six months, longer in complex cases. The fee is agreed individually and depends on the jurisdiction and route, local registry and liquidator fees, overdue filings, the number of accounts, assets and creditors.
What we need from you
- constitutional documents, registers of shareholders and directors, registered agent details;
- bank statements for all accounts;
- a list of assets, contracts and debts;
- accounts and tax returns filed in recent years.
Deliverables
- registry confirmation of dissolution or completed liquidation;
- final accounts and settled creditors;
- CFC notice and report for the Ukrainian owner;
- an archive of company records for bank or tax enquiries.
Tax consequences for a Ukrainian owner
A controlling person reports disposal of the stake or loss of actual control to the tax authority within 60 days (subpara. 39-2.5.5 of the Tax Code), and we recommend filing this notice after a liquidation as well. The special relief for liquidation proceeds covered liquidations started on or after 1 January 2020 and completed by 31 December 2021 (item 3 of para. 170.13-1 of the Tax Code). A return of capital the owner contributed earlier stays outside taxable income up to its value (item 2 of para. 170.13-1). We assess the tax on the remaining distributed assets in advance together with crystal.tax.
Legal basis
Legal basis for the work
- Subpara. 39-2.5.5 and para. 120.7 of the Tax Code of Ukraine: CFC notices and penalties;
- Subpara. 78.1.7 of the Tax Code: tax audit on liquidation or closure of a representative office;
- Ss. 1003 and 1012 Companies Act 2006: strike-off and property of a dissolved company in the UK.
Why Key Solutions
- Company
- ТОВ «АУДИТОРСЬКА ФІРМА «КЕЙ СОЛЮШНЗ», a Ukrainian limited liability company, EDRPOU code 39610085. The company's details are public in the Unified State Register (ЄДР).
- Contract
- We work under a contract: scope, timing, liability and confidentiality are agreed before work starts.
- Group
- Key Solutions is part of Innova Consulting Group: legal matters are handled by legal.ua, crypto-asset taxation by crystal.tax.
- Office
- Our office is at 77 Velyka Vasylkivska St., Kyiv. We serve clients across Ukraine remotely. The specialists who run engagements are listed on the Our employees page.
Frequently asked questions
Can I simply abandon an offshore company?
An abandoned company is eventually struck off for unpaid fees, but obligations already incurred stay with its directors and shareholders, and its remaining assets may pass to the state. A Ukrainian owner also keeps CFC reporting duties, so a formal closure is the safer route.
What is the difference between strike-off and voluntary liquidation?
Strike-off suits a company with no activity, debts or assets: the registry publishes a notice and removes it. Voluntary liquidation is used when there are assets, accounts or creditors: a liquidator settles them, distributes the assets and issues the final report.
How long does liquidation take?
In our experience, a voluntary liquidation takes from a few months to six months, longer in complex cases. Strike-off timing depends on the jurisdiction and on whether recent accounts have been filed.
Do I need to notify the Ukrainian tax authority?
Subpara. 39-2.5.5 of the Tax Code requires a controlling person to report a disposal of the stake or loss of actual control within 60 days. Liquidation is not named separately, so we recommend filing the notice once the company is dissolved: each missed notice carries a fine of 300 subsistence minimums (para. 120.7).
How do you close a foreign company's representative office in Ukraine?
Closing a representative office or liquidating a Ukrainian LLC triggers an unscheduled tax audit (subpara. 78.1.7 of the Tax Code). We handle the books, final accounts, reconciliations and payroll settlements; registration steps are handled by our group's law firm legal.ua.
How much does liquidation cost?
The fee is agreed individually and depends on the jurisdiction, the closure route, the state of past filings, assets and creditors, and local registry and liquidator fees. We quote after the company review.
Related services
Let's plan the closure
Send us the country of incorporation, bank accounts, assets and debts, and the status of recent filings. We will propose a route, timing and fee.
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