According to Clause 1 of Art. 106 of the CCU merger, division and transformation of a legal entity are carried out by decision of its members or a body of the legal entity authorized to do so by the founding documents, and in cases provided for by law – by decision of the court or relevant state authorities.
Clauses 3, 6 of Art. 4 ch. I of the Law of Ukraine dated 15.05.2003 No. 755-IV “On State Registration of Legal Entities, Individuals – Entrepreneurs and Public Organizations”, as amended, it is determined that in the event of a merger of legal entities, state registration of the newly formed legal entity and state registration of the termination of legal entities are carried out, which are terminated as a result of the merger. Termination is considered completed from the date of state registration of the termination of legal entities terminated as a result of the merger.
In case of merger of legal entities, state registration of the termination of legal entities terminated as a result of merger, and state registration of changes to information contained in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations (hereinafter referred to as the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Organizations) regarding legal succession of the legal entity is carried out, the person they are joining. The merger is considered completed from the date of state registration of changes to the information contained in the SSR regarding the legal succession of the legal entity to which it is merged.
Given that the goods are returned not by a legal entity – the recipient of such goods, but by its legal successor – a new business entity and a new VAT payer, there are no grounds for adjusting the supplier’s tax liabilities.
The operation of returning goods by the legal successor for the purposes of VAT taxation is considered as an operation of supply of goods, which, in accordance with Clause 185.1 of the Code of Civil Procedure, is subject to VAT taxation. Based on the results of such a transaction, the person who returns the goods (legal successor) is obliged to calculate tax liabilities, draw up a tax invoice and register it in the Tax Register.
Prepared by Assistant Anna Filatova.