Closing a Company in the AIFC
Closing a Company in the AIFC
Closing a company in the Astana International Financial Centre (AIFC) is often perceived as a complex process. Successfully navigating this process requires a thorough understanding of the applicable legal framework and practical experience to complete all necessary steps efficiently while minimizing unnecessary time and effort.
This article outlines the key aspects of the company closure process within the AIFC.
Stages of Company Closure
In accordance with Section 167(4) of the AIFC Companies Regulations, a company can be struck off the Register upon meeting certain requirements. To initiate the striking off process, the following documents are required:
- Resolution of Shareholders
- Declaration of Solvency
- A conclusion from the State Committee on Income following a desk audit (Certificate of absence of tax arrears, all tax requirements must be fulfilled according to the Tax Code).
Additionally, it is necessary to provide the relevant documentation on the cessation of activities to the tax authorities and other relevant state bodies of the Republic of Kazakhstan, in accordance with the current legislation of the Republic of Kazakhstan, insofar as it applies to areas not regulated by the Constitutional Law on the AIFC or the current AIFC legislation.
Key Points for Successful Striking Off a Company
Preparing and Submitting the Application
The application must be submitted on behalf of the company by its directors, or a majority of them, in the form prescribed by the Rules.
Informing Interested Parties
Within 7 days of submitting the application, a copy must be provided to all shareholders, employees, creditors, and directors of the company not involved in submitting the application.
Compliance with the Application
The application should not be submitted if, within the previous 3 months, the company has changed its name, conducted business, sold assets for profit, or engaged in any activity other than for the purpose of submitting the application and winding up the company’s affairs.
Publishing a Notice
The Registrar of Companies publishes a notice in designated publications and waits for at least 3 months from the publication date to allow interested parties to object to the company’s removal from the Register.
Differences between Strike Off and Liquidation Procedures
It’s important to note that the strike off procedure (removal of the company from the AIFC participant register) differs from the liquidation procedure of a company based in the AIFC.
The table below highlights the main differences between the strike off and liquidation processes.
| Parameters | Strike Off | Liquidation |
|---|---|---|
| Company Status | The company must be inactive, have no assets or liabilities | The company must be active, have assets and liabilities |
| Liquidator Appointment | Not applicable | Appointed to manage the liquidation process |
| Asset Distribution | Not required, as there are no assets | Mandatory if assets remain after settling debts |
| Timeframes | Relatively quick process | Can be a lengthy process |
| Restoration | Can be restored by court order | Cannot be restored |
Conclusion
Closing a company in the AIFC is a complex process that requires a thorough understanding of the legislation and experience. It’s crucial not only to correctly fill out the documents but also consider all the nuances to avoid any potential consequences.
If you’ve decided to close your company in the AIFC, don’t rush into doing it yourself. Seek the advice of specialists who can help you navigate the process efficiently and effectively.
