Liquidation of an investment company after obtaining PRP: what you need to know about taxes

Overview

Many foreigners who want to build their lives in Ukraine are thinking about buying real estate in Ukraine. Despite the absence of a classic “golden visa” in Ukraine through the purchase of real estate, this does not create real barriers for foreigners - most of them apply for permanent residence through investment immigration, investing from 100 thousand dollars and simultaneously purchasing real estate.

After foreigners receive a permanent residence permit, it may be necessary to liquidate the company through which the investment and purchase of real estate were made.

The article clearly and step-by-step explains what happens to the company's assets - in particular, an apartment - during liquidation. The legal norms (CCU, Commercial Code), taxation from the point of view of the simplified system (3rd group) and the individual founder (resident/non-resident) are considered. The rules for assessing property and practical examples with calculations are given. The article will help investors make a decision and properly prepare documents.

Why after obtaining PRP, liquidation of the company may be necessary

Many foreign investors register a Ukrainian company and invest in real estate in order to obtain the right to reside. After that, when the residence permit has already been obtained, the “supplier” company may become unnecessary: there is no trading activity every month, and accounting and tax reporting are additional expenses.

Then the founders usually decide to liquidate the company. But before liquidation, it is necessary to regulate the status of the company’s property (apartment, money). The legislation requires paying debts and distributing the remaining assets to the participants. That is why it is important to know the procedure and tax consequences of withdrawing real estate from the business.

Legal grounds for the distribution of assets during liquidation

According to the Civil Code of Ukraine (Article 111), in the event of liquidation of a company, its property is transferred to the participants (founders) after settlement with creditors. Thus, if after paying employees, taxes and other debts the company has a balance in the form of money or real estate, this balance should be divided between the founders in proportion to their shares.

Confirmation of these norms is the consultations of the State Tax Service: “If after settlements there are assets, they are distributed between the participants of the company”. That is, formally the apartment “passes” to the owners of the company at the stage of its liquidation. However, the final transfer of ownership of real estate must be through a notary and state registration of ownership.

Taxation on the company side (simplified system, 3rd group)

Considering that the vast majority of non-resident founders of LLCs choose the 3rd group of the single tax and are not VAT payers, we will use this example to review the situation. Before liquidation, the apartment must be sold or transferred to the founder. We will consider the tax consequences depending on the comparison of market and book value (at the NBU exchange rate as of 04/13/2026: 1USD = 43.4587UAH).

• If the market value > book value (purchase for $150,000, market value $200,000). The apartment is “sold” to the founder for $200,000 (appraisal). Income tax is not paid on the simplified system, but the difference in value must be reflected in the financial statements and income tax must be paid in the event of a transition to the general system. Even on a single tax, the tax office can recognize this transaction as income, because the difference ($50,000) is quite significant. The State Tax Service also considers the transfer of an apartment to a participant as a supply of goods: formally, VAT should be charged on the market value. Even being a VAT non-payer, the company risks being required to register as a payer and pay VAT from $200,000 (20%). For the $50,000 increase, the company will “lose” about 9% ($50,000×0.18) of income tax and must transfer 20% of $200,000 of VAT (if it were a payer).

• If the market value = book value ($150,000). In this case, the apartment is transferred at the same value for which it was purchased. In accounting, this is a return of capital - there are no additional taxes on income. As for VAT, there is a risk here too: formally, a supply for 150,000 would result in the payment of 20% VAT (this is almost 7.5 million UAH). However, if the company is not a VAT payer, and the amount of the transaction (assets) exceeds 10,091,049 hryvnias as of 13.04.2026, it may receive administrative fines or forced registration as a payer in the event of such a transaction.

• If the market value < book value ($120,000). For example, an apartment has become cheaper. In this case, the company has a "shortage" of $30,000. Under the simplified system, income tax from the single tax in such a transaction is not paid, but accounting will show a loss (reduces the base). Regarding VAT – if this value is not submitted, the inspection may register it: there will still be a supply for $120,000 and 20% VAT (about 520,000UAH).

The table below shows an approximate calculation of the company's tax liabilities in each scenario (according to the NBU exchange rate), where profit tax is for cases of transfer to the regular system, and VAT is potential (20% of the transfer amount):

Taxation of the founder (personal income tax)

When the founder receives an apartment or money in the process of liquidation, the income received is considered “investment income”. According to clause 170.2.2 of the Tax Code, the return of funds or property previously contributed to the authorized capital is equated to the sale of an investment asset. Therefore, the founder’s profit = market value of the received share - his initial contribution. On this amount, he pays 18% personal income tax + 5% military levy (total 23%).

If the founder is a non-resident (has not yet become a permanent tax resident of Ukraine), the company acts as a tax agent and withholds this tax upon payment. If he is already a resident (lives in Ukraine), he declares the profit in the annual declaration and pays the tax himself. The company only reflects the amount of payments in form 1DF with code “112” (investment income).

Example. In scenario B (market 8,691,740UAH, founder's contribution – 6,518,805UAH), profit = 2,172,935UAH. Personal income tax = 23% * 2,172,935 ≈ 423,466UAH. In scenarios A and C, profit is zero, so no personal income tax is paid.

Property valuation: how to determine the market value

The State Property Tax Service requires that the market value of an apartment be confirmed. The most reliable is an independent expert appraisal. The value must be determined by a certified appraiser (in accordance with the Law "On Property Valuation"). This provides a justification for the value for the tax office.

If there is no appraisal, tax officials use the following data:

• Cadastral value (for the land plot under the apartment).
• Average market price in the region (data from the Register of Real Rights).
• Official NBU exchange rate – for converting $ to UAH (date binding).

In any case, the company must keep: the appraiser's official report, certificates of value, the primary purchase and sale agreement and financial statements. This is necessary in order to prove the authenticity of the decrease/increase in the authorized capital during the audit.

Risks and recommendations (mitigation)

• Independent appraisal. To avoid controversial situations, have the apartment appraised by an accredited expert on the date of liquidation. This is the main evidence of the market price.
• Transparent documentation. Record the decision on liquidation and the value of assets in the charter or protocol. Keep all contracts, transfer deeds, and certificates of ownership.
• Withdrawal of funds. Consider transferring not the apartment, but the funds received from its sale. In this case, under the scheme of property distribution to the founders (clause 12 of article 111 of the Central Code of Civil Procedure), there are no special taxes (except for personal income tax on the founder's profit).
• Application of legal mechanisms. If necessary, obtain written advice/tax advice from the State Tax Service (IPC) on the chosen scheme to reduce uncertainty.
• Simplified system. In the 3rd group, you are exempt from VAT on turnover up to 10,091,049 UAH (available benefits) and pay 6% of the single tax on turnover. However, asset liquidation is a special operation, so be prepared for additional questions from tax authorities.

Conclusion

If you are preparing to liquidate a company after investment immigration, we recommend contacting professionals: we will help you evaluate the property, calculate taxes and prepare a full package of documents for safe liquidation. Contact our firm for a consultation, and we will provide accurate figures and a detailed strategy.