Guide to Voluntary Liquidation of an LLP in the Republic of Kazakhstan

Voluntary liquidation of a Limited Liability Partnership (LLP) is a formal legal procedure through which a legal entity ceases its activities and is removed from the state register. It represents one of the possible stages in a business lifecycle, which may be triggered by various reasons – from loss of interest in the business to lack of profitability.

The procedure is strictly regulated by law and requires knowledge of corporate, tax, and labor legislation. The main legal acts include the Civil Code of the Republic of Kazakhstan, the LLP Law, the Tax Code, the Labour Code, and other regulatory acts.

1. Decision on liquidation

The process begins with a formal decision by the LLP participants at a general meeting. If there is a single participant, a written resolution is issued. This decision serves as the legal basis for initiating liquidation.

2. Appointment of a liquidation commission

The same decision appoints a liquidation commission (or liquidator) and sets the liquidation timeline. From this moment, the commission assumes full authority over the LLP, including representation in court and asset management.

3. Employee and labor matters

If the LLP has employees, the following must be ensured:

• Notify employees at least 1 month in advance;
• Inform the local Employment Center about planned layoffs;
• Pay all due amounts, including salary, unused vacation compensation, and severance (if applicable).

4. Notification of the registration authority

The initiation of liquidation must be reported to the “Government for Citizens” corporation (PSC) via eGov or in person.

5. Notification to the tax authority

Within 3 working days, the tax authority must be notified. Failure to comply may result in penalties.

6. Publication of liquidation notice

A public announcement must be published in a national print media outlet, giving creditors at least 2 months to submit claims. Known creditors must be notified individually.

7. Work with creditors

The commission:

• Registers creditor claims;
• Conducts inventory and debt analysis;
• Settles obligations in accordance with statutory priority.

8. Interim liquidation balance sheet

After the creditor claim period, an interim balance sheet is prepared and approved by participants, reflecting assets and liabilities.

9. Tax reporting and inspection request

Within 3 working days after approval:

• Submit liquidation tax reporting;
• Request a tax audit;
• Close cash registers and bank accounts.

All tax liabilities must be paid within 10 calendar days.

10. Tax audit

The tax authority conducts a desk or field audit. If no violations are found, a completion report is issued.

11. Final liquidation balance sheet

After settling all obligations, a final balance sheet is prepared. Remaining assets are distributed among participants according to their shares.

12. State deregistration

A final application is submitted via eGov or PSC. Processing takes up to 5 working days. After registration in the business identification number (BIN) register, liquidation is considered complete.
Required documents include:

• Application form
• Participant resolution
• Publication proof
• Payment receipt (if applicable)

Each liquidation process may vary depending on employees, assets, debts, and tax status.