MRB Finance

PROSEDUR PENUTUPAN PERSEROAN

COMPANY CLOSURE PROCEDURE AND LIQUIDATION PROCESS

Liquidation is the process of dissolving a company as a legal entity. This includes settling obligations with creditors and distributing any remaining assets to the company's shareholders. In business, liquidation is often seen as a last resort, one that no business owner would ever expect to face.

However, under certain circumstances, liquidation may become unavoidable and, in some cases, could be the best option to resolve a company's issues. Nonetheless, legal and tax consequences must be carefully considered before choosing this path.

Causes of Liquidation

What factors can drive the decision to liquidate a company?

Financial Problems

A company's financial instability can lead to an inability to meet obligations, often forcing shareholders and management to resort to liquidation as a final measure.

According to Law No. 40 of 2007 on Limited Liability Companies, there are nine reasons for the forced dissolution of a company:

  1. Decision from the General Meeting of Shareholders (GMS)
  2. Expiry of the company’s operational period
  3. Court decision
  4. Bankruptcy reversal by the commercial court (insufficient assets to cover bankruptcy costs)
  5. Insolvency (Bankruptcy Law)
  6. Revocation of business license
  7. Request from the public prosecutor
  8. Legal defects in the company’s establishment deed
  9. When the company can no longer continue its operations

Stages of Liquidation

The company dissolution process involves several stages and legal implications:

  1. FirstAfter liquidation, all assets are distributed to creditors, with any remaining funds handed over to shareholders.
  2. The company’s management is transferred to a liquidator/administrator appointed by the GMS. If no appointment is made, the Board of Directors may act as liquidators. During this phase, the company is prohibited from engaging in any activities other than liquidation.
  3. If any of the above rules are violated, the directors, commissioners, and the company will share the responsibility and liabilities.
  4. Once the phrase "in liquidation" is added to the company’s name, the company can only undertake legal actions related to the liquidation process. The final step is publishing a liquidation-based financial report.
  5. The liquidation process should be meticulously planned, especially in regard to employee layoffs (PHK), managing company assets, handling debts and receivables, and estimating the costs, including potential tax liabilities.

NPWP Deregistration

The company must undergo a tax administration process related to liquidation, particularly concerning the rights and obligations as a Corporate Taxpayer (WP). This process is completed when the company is officially dissolved.

NPWP deregistration can be done in two ways:

  • Through the e-registration application
  • By visiting the Tax Service Office (KPP) in person

Problems can arise if the deregistration process encounters obstacles, such as missing documents, which can delay the process. Therefore, companies should ensure that all required documents are provided, such as the deed of dissolution or similar documentation.

In the NPWP deregistration process, the tax office will typically assess whether there are any outstanding tax liabilities. If tax obligations remain, the NPWP cannot be deregistered. The process may take longer if tax issues are identified.

Before proceeding with liquidation, ensure that all tax obligations have been fulfilled. If any issues arise during the audit, penalties, administrative sanctions, or other tax risks may be imposed.

Conclusion

The tax consequences of company closure include the removal of the company’s NPWP and the Taxable Entrepreneur Identification Number (NPPKP). Tax authorities typically conduct audits, to ensure that the company has met all its tax obligations before its NPWP or NPPKP is removed from the tax office’s records.

Company closure can be carried out directly through liquidation or in stages by first making the company inactive (dormant) before dissolving it and submitting a request for NPWP or NPPKP deregistration.

Consult with MRB for proper guidance on the company closure process and tax strategies. Teams

PROSEDUR PENUTUPAN PT

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