According to the Civil Code, the liquidation procedure of a legal entity means the complete cessation of its activities and does not provide for the transfer of rights and obligations in the order of succession. This is indicated by Article 61 of the Civil Code of the Russian Federation. As a result, information about the enterprise is excluded from the official register.
During the liquidation process, it is necessary to focus on the Civil Code of the Russian Federation and Federal Law-129, which fully regulate the current procedure for closing companies and entrepreneurs. In particular, the following provisions are stated here:
- list of grounds for closure;
- how and by whom this decision is made;
- rules for notifying regulatory authorities;
- the company’s obligations to publish information about the closure in the media;
- approval procedure and powers of the liquidation commission;
- how the liquidation balance sheet is formed and what information is displayed in it;
- what documents will be needed for closing;
- regulations for making changes to the Unified State Register of Legal Entities.
There are also special regulations legal acts, which establish the rules of liquidation taking into account the specifics of the organizational and legal forms of the organization: for LLCs this is Federal Law-14, for OJSC - Federal Law-208, for banks - Federal Law-395-1.
Who makes the decision to close a business?
The initiator of liquidation and the entity making the decision on liquidation can be both the management team of the company and external persons.
If the decision to terminate the activities of a legal entity is voluntary and taken on the initiative of the owners, the procedure for its adoption must be prescribed in the internal documentation of the company (in particular, in the charter).
This indicates the entity whose competence includes liquidation issues. This may be a decision of the sole founder, meeting of participants, board of directors and founders.
When liquidating an OJSC, the decision must be supported by at least three-quarters of all shareholders.
If a company is unable to fulfill its obligations to creditors, tax authorities and extra-budgetary funds, then it is obliged to declare bankruptcy and file a corresponding application with the Arbitration Court. In such a situation, this role is assigned to the manager, and the consent of all participants in the company is not mandatory.
A resolution on liquidation may be adopted by the Arbitration Court. Of course, the judge makes such a decision not on his own initiative, but on the basis of an application received from interested parties. These may be creditors, other legal entities, prosecutors, investors, local governments, Tax office etc. Depending on the legal basis for liquidation, the entities that have the right to file a claim in court will also differ. For example, when gross violation According to tax legislation, only the Federal Tax Service has the right to close a company.
Types of liquidation of a legal entity
Conditionally shared the following types liquidation of a legal entity:
- voluntary (self-destruction);
- forced;
- alternative (reorganization).
In the first case, the decision to close the enterprise is made by the founders themselves, in the second - by the court.
Self-destruction may be due to loss of interest in this species business, lack of prospects for its development, low profit margins, achievement of target indicators, etc.
If the owners of a company can be guided by absolutely any motive for closing the enterprise, then compelling legal grounds are needed for forced liquidation. These include:
- violation of the law during the registration of a legal entity (inclusion of a deceased person among the founders);
- conducting licensed activities without appropriate permission;
- gross violations of the law;
- violation of the NPO's purpose of creation.
These grounds are given in the Civil Code, but are not exhaustive. Some legal acts also contain other reasons that require the liquidation of an enterprise. In particular, this is a violation of the law regarding drug trafficking, reducing net assets below the amount authorized capital etc.
Alternative liquidation involves the reorganization of a legal entity through a change of owners, merger with another legal entity, or acquisition by a larger organization. All unfulfilled obligations pass to legal successors.
Step-by-step instructions for liquidating an organization
The procedure for closing a legal entity is a lengthy process. Let's give step by step instructions liquidation of the company.
Stage 1. Making a decision to liquidate a legal entity and forming a liquidation commission
When the founders decide to close, they are obliged to formalize it in accordance with all legal requirements. In particular, draw up and sign the official minutes of the meeting or the decision of the sole owner.
After which they will have three days to notify the tax authorities of the liquidation. Otherwise, a fine of RUB 5,000 may be imposed.
It is advisable to form a liquidation commission before submitting the notice to the Federal Tax Service, since it also requires approval from the tax authorities. Its members usually include a manager, lawyer, accountant, and founders.
The notice in the prescribed form is accompanied by a decision on liquidation and a notice on the creation of a special commission. Upon positive review of the submitted documents, the Federal Tax Service issues a certificate to the company that it is in a state of closure and makes a corresponding note in the Unified State Register of Legal Entities (that the company has a liquidation commission).
Tax authorities are required to transmit information about liquidation to off-budget funds including pension benefits; the company does not need to notify them of this fact independently.
From this date, the company cannot act as a founder of other legal entities and make adjustments to the charter documents.
The enterprise must notify the bank about the composition of the formed commission. This will require re-registration of the signature on the card to the chairman of the enterprise closure commission and the person responsible for signing the accounting documentation.
Stage 2. Announcement of liquidation of a legal entity
By law, a legal entity is required to officially announce its upcoming liquidation in the media. This is done so that all creditors can declare the presence of monetary or property claims against the company being buried. “Bulletin of State Registration” and “Bulletin of VAS” are responsible for the publication of such messages in the Russian Federation (the latter publishes the largest enterprises). Messages are posted for a fee.
- full name;
- OGRN, INN and KPP;
- legal entity address;
- information about the decision taken closure of the enterprise, its date and number;
- procedure, terms and address for receiving creditor claims.
To publish in the journal, you will need to submit an application form, a copy of the decision on liquidation/appointment of a commission, a paid receipt for the cost of the message, cover letter, power of attorney.
Stage 3. Notification of company employees and employment center
You must notify all employees of your plans to liquidate a legal entity at least two months before their dismissal. In this case, absolutely all employees are subject to dismissal, regardless of their status.
In the event of the closure of a large enterprise and mass layoffs, the employment center is additionally notified. Data about each employee, his experience and qualifications is transferred here.
Before official dismissal, the company must pay all employees wages and benefits.
Step 4. Personal notification to each creditor
Publishing a notice in the media does not relieve the company of its obligation to notify each creditor of its decision to liquidate. This must be done in writing.
Stage 5. Tax and other audits
A legal entity that is expected to be closed will most likely be subject to an on-site tax audit. Typically this procedure takes 2-3 months. Therefore, companies are advised not to close the enterprise for at least three years, hand over zero balances, and only then declare liquidation. By law, tax officials can only check documentation for the last three years.
If tax arrears are identified, the taxpayer may be held liable for taxes. He will be required to transfer not only tax debts, but also fines and penalties to the budget.
In addition to the Tax Service, an audit of an organization can be initiated by extra-budgetary funds: the Social Insurance Fund and the Pension Fund of the Russian Federation.
Stage 6. Preparation of the interim liquidation balance sheet
Before this, the liquidation commission identifies accounts receivable, reconciles accounts and takes inventory of property. If necessary, the commission carries out judicial and claims work with debtors. All these measures are necessary to form the money supply that will be used to pay creditors.
There are no strict requirements for the interim liquidation balance sheet. It displays information about all the company’s assets, creditor claims and the results of their consideration. The right to approve the balance belongs to the founders.
The interim balance itself, together with the notification, is transferred to the registration authority. A note of its receipt appears in the Unified State Register of Legal Entities.
Stage 7. Repayment of creditors' claims
Now comes the turn to pay off creditor claims. Initially, taxes are paid for moral damages, then - for wages and remuneration, and finally, it is the turn of authorized organizations and creditors.
If cash If the company's accounts turned out to be insufficient to repay the entire volume of obligations, then the liquidation commission must take measures to sell the company's property and replenish the cash supply. When even this step did not help and there was not enough money to pay off all debts after the sale of property, the commission is obliged to go to court to declare the enterprise bankrupt.
Stage 8. Drawing up a liquidation balance sheet
After all creditor claims have been repaid, a final liquidation balance sheet is created in Form No. 1 OKUD. After its approval by the tax authorities, the company may be excluded from the Unified State Register of Legal Entities.
The remaining property on the balance sheet is divided between the founders.
Differences between reorganization and liquidation of a legal entity
Reorganization is transformation and reconstruction organizational structure legal entity while maintaining property and production potential. Reorganization, on the one hand, is a way to terminate the work of a legal entity, and on the other, a way to create new ones.
Reorganization of an enterprise is essentially one of the forms of its liquidation. Its key distinctive feature is the fact that upon closure, all rights and obligations of the company and its property are transferred to the legal successor, although the legal entity does not cease to function. Whereas during a classic liquidation, rights and obligations do not pass to legal successors, and property can be distributed among the founders.
Otherwise, reorganization and liquidation are quite similar concepts. It can be carried out by decision of a legal entity or authorized bodies. In the latter case, government authorities have the right to demand the division or spin-off of a company in case of regular violation of antimonopoly legislation or exceeding a certain amount of assets.
Reorganization, like other methods of closing a company, has its own strengths and weaknesses. Among her key advantages can be noted:
- the procedure takes less time (up to 3-4 months) and is less labor-intensive;
- it can be carried out even with a small debt to creditors and tax authorities;
- there is no tax audit;
- the procedure eliminates the risks of criminal prosecution and claims from government authorities.
Despite positive points, the reorganization is not without its shortcomings. The main disadvantage is the transfer of responsibilities to the legal successor. He will have to pay off all the company's debts. Before the merger, you will also need to obtain a certificate from the Pension Fund of the Russian Federation confirming that each company has no debts, which may trigger an audit.
Types of enterprise reorganization
Article 57 distinguishes between five types of reorganization. These include merger, transformation, accession, separation and division.
When joining as a result of influence of other companies into a legal entity, it loses the signs of independence. In a merger, several companies are enlarged due to the termination of several legal entities.
As a result of the transformation, the organizational and legal form of the business changes. When dividing, one legal entity is split into several small companies. When separated, the company also shrinks, but due to a reduction in its property balance, number, etc.
Liquidation through bankruptcy
In some cases, a company can only be liquidated through bankruptcy. This mechanism is designed specifically to protect the interests of creditors in the event of a company’s insolvency.
Liquidation through bankruptcy makes sense if the enterprise has large, unfriendly creditors and if there is a risk of bringing the founders to subsidiary liability.
The liquidation procedure through bankruptcy is mandatory only if the company's real estate is seized, debt to creditors is secured by collateral, and the company has tax arrears.
The bankruptcy procedure is introduced only by decision of the Arbitration Court based on the consideration of an application received from the owners of the company, its creditors or the Tax Inspectorate. After the bankruptcy procedure begins, a temporary manager is appointed who is responsible for the bankruptcy process. It involves an inventory and sale of all the debtor’s property at auction. The proceeds go to pay for his work and legal costs, as well as to pay off creditors' claims in accordance with the priority established by law.
After completion of bankruptcy proceedings, it is considered that all obligations to creditors have been fulfilled and the company no longer owes them anything, even if in fact there were not enough funds for all payments.
Liquidation through bankruptcy ends with the exclusion of the legal entity from the Unified State Register of Legal Entities.
Documents for liquidation of an enterprise
During the liquidation process of a company, it is necessary to collect the following documents:
- LLC registration certificate;
- extract from the Unified State Register of Individual Entrepreneurs;
- certificate from Rosstat about statistics codes;
- notification of the decision to self-destruct (R 15001);
- notification of the creation of a liquidation commission (R 15002);
- notification of interim balance (R 15003);
- decision on liquidation;
- final balance;
- receipt of payment of state duty (800 rubles).
Other documents may be required during the procedure.
Dismissal of employees under the Labor Code of the Russian Federation upon liquidation of an enterprise
The Labor Code allows the employer to dismiss absolutely all employees without exception. These include people who are on vacation, on sick leave, pregnant women, women on maternity leave or maternity leave.
The liquidation procedure for employees begins with the delivery of notice of dismissal to them. It is issued against receipt and at least two months in advance. This rule applies to both full-time employees and part-time employees.
The company is obliged to pay the dismissed employees on the last day of work. Until this period, they are paid a salary on a general basis and all the required allowances are accrued.
Upon termination employment contract on the basis of liquidation, employees have the right to receive wages, compensation for unused vacation and severance pay.
Liquidation terms and cost of the procedure
There are no fixed values for the timing and cost of the liquidation procedure. This aspect depends on a number of factors:
- the amount of the company's debt;
- book value of assets;
- the amount of work to be performed;
- type of liquidation procedure chosen.
Liquidation can take from 2 weeks to 1.5 years. The bankruptcy procedure is considered the longest. Reorganizing an LLC will take 3-5 months, changing the management team and founders will take up to a month, and only the general director will take 2 weeks.
Changing a director will cost the least: 10-60 thousand rubles. Changing all managers can already cost up to 80 thousand rubles. The cost of reorganization can vary in the range of 40-60 thousand rubles.
Self-liquidation is a more expensive procedure; for it you need to pay from 40 thousand rubles. up to 1 million rubles Bankruptcy will cost at least 250 thousand rubles.
Liquidation of an LLC is a more complex, expensive and time-consuming process than registering an LLC or closing an individual entrepreneur. It is no secret that in addition to liquidating a legal entity in an official manner (voluntary liquidation), there are also alternative methods of liquidation. From this article you will learn in the most accessible form how to liquidate an LLC without debts yourself officially, without resorting to services law firms, which will save you up to 40,000 rubles depending on the region.
Form P15001 is intended for notification of liquidation of a legal entity.
Form P16001 is intended for state registration legal entity in connection with its liquidation.
Typical costs for liquidating an LLC in Moscow:
The state fee for the liquidation of an LLC is 800 rubles.
Legal services for preparing and submitting documents – from 15,000 to 30,000 rubles.
Notarization of 2 notifications Р15001 and application Р16001 – from 3000 to 4500 rubles.
Notarized power of attorney for a representative – from 1000 to 1500 rubles.
Publication of a message about the liquidation of an LLC in the journal “Bulletin of State Registration” - 2300 rubles.
The procedure for voluntary liquidation of an LLC takes at least three months and consists of the following four main stages:
1. Making a decision to liquidate an LLC and notifying about the start of the LLC liquidation procedure
The founders (participants) of the LLC at the general meeting make a decision on the liquidation of the LLC and the formation of a liquidation commission or the appointment of a liquidator. The decision on liquidation is made by the participants unanimously (paragraph 2, paragraph 8, article 37 of the Federal Law “On LLC”). Within 3 working days after the date of the decision to liquidate the LLC, you must submit to the tax office at the location of the LLC a notarized Notice of Liquidation of a Legal Entity in Form P15001. Attached to it is a decision (protocol) on the liquidation of the LLC. The applicant throughout the entire liquidation procedure is the head of the liquidation commission or the liquidator of the LLC.
2. Publication of a notice of the liquidation of the LLC in the journal “Bulletin of State Registration”
After entering information into the Unified State Register of Legal Entities about the beginning of the liquidation procedure, it is necessary to publish in the journal “Bulletin of State Registration” a message about the liquidation of the LLC, as well as about the procedure and deadline for filing claims by creditors. Publication in the Bulletin before filing a notice of the commencement of liquidation (and simultaneously with it) is not permitted. The company is obliged to notify in writing all creditors known at the time of making the decision to liquidate the LLC regarding the planned termination of activities.
3. Notification of the preparation of the interim liquidation balance sheet of the LLC
No earlier than 2 months after the publication of information about the beginning of the liquidation procedure of the LLC in the journal "Bulletin of State Registration", the accounting department draws up an interim liquidation balance sheet, approved by the general meeting of participants (the only participant), which is recommended to be submitted for state registration along with a notice of liquidation of the legal entity by form P15001. There is no direct obligation to submit the PLB itself to the tax authorities, only a notification of its preparation and the corresponding decision of the OSU is sufficient, however, many tax authorities continue to require it.
Attention! A notification about the preparation of an interim liquidation balance sheet cannot be submitted to the registration authority if any legal proceedings have been initiated and not completed in relation to the LLC, which is in the process of liquidation, or an on-site tax audit has been initiated and not completed.
After filing the interim liquidation balance sheet, it is necessary to make settlements with creditors, sell property, distribute proceeds after settlements and sales between participants (if any), and close bank accounts.
4. Submission of the liquidation balance sheet of the LLC and the application for liquidation of the LLC
After entering into the Unified State Register of Legal Entities information on the preparation of an interim liquidation balance sheet, the accounting department draws up a liquidation balance sheet, approved by the general meeting of participants (single participant), which must be submitted along with an application for state registration of a legal entity in connection with its liquidation in form P16001, not forgetting to attach a receipt for payment of the state duty for the liquidation of the LLC in the amount of 800 rubles.
Necessary documents for notarization of applications for LLC liquidation
When liquidating an LLC, it is necessary to notarize the applicant’s signature on forms P15001 and P16001. In addition to the documents indicated above, the notary will require:
1. Extract from the Unified State Register of Legal Entities (fresh);
2. Charter of the LLC;
3. OGRN certificate;
4. TIN certificate;
5. Decision (minutes) on the appointment of a manager ( general director OOO).
Attention!
As a rule, the originals of the above documents are more than enough. You can clarify the list of documents required for liquidation of an LLC directly from your notary.
Liquidation of LLC 2019 step by step instructions:
Stage 1 - Making a decision to liquidate the LLC and notifying the start of the LLC liquidation procedure
1. We prepare a protocol on the liquidation of the LLC and the appointment of the liquidator of the LLC. If there is only one participant, then a decision on the liquidation of the LLC and the appointment of a liquidator is prepared accordingly.
2. Download the current form of notice of liquidation of a legal entity - sample notice of liquidation of LLC 2019 in form P15001 with explanations. To view the sample you will need free program for reading PDF files, latest version which can be downloaded from the official Adobe Reader website.
3.
4. Next, the liquidator of the LLC goes to the tax office, taking his passport with him, and submits an application P15001 - 1 piece, a decision (protocol) on the liquidation of the LLC - 1 piece. to the inspector at the registration window, after which he receives, with the inspector’s mark, a receipt for receipt of the documents submitted by the applicant to the registration authority.
You can track the state of readiness of documents using the service “Information about legal entities and individual entrepreneurs in respect of which documents for state registration have been submitted.”
5. After a week (5 working days), the liquidator of the LLC goes with a passport and a receipt to the tax office and receives a record sheet of the Unified State Register of Legal Entities (USRLE record sheet), indicating that the LLC is in the process of liquidation.
Stage 2 - Publication of a message about the liquidation of the LLC in the journal “Bulletin of State Registration”
1. We are submitting an application for publication of a notice of the liquidation of the LLC in the journal “Bulletin of State Registration”. Detailed instructions on filling out, paying and submitting an application for publication in the article - Publication of a message about the liquidation of a legal entity in the journal "Bulletin of State Registration".
Stage 3 - Notification of the preparation of the interim liquidation balance sheet of the LLC
1. 2 months after the publication of the notice of liquidation of the LLC, we prepare a protocol (decision) on approval of the interim liquidation balance sheet of the LLC.
2. We fill out the form for notification of liquidation of a legal entity in connection with the preparation of an interim liquidation balance sheet - download form P15001 in Excel format. A sample notification on the preparation of the interim liquidation balance sheet of LLC 2019 in form P15001 with explanations will help you with this.
3. The liquidator of the LLC goes to the notary to certify his signature on the application P15001, taking with him his passport and the necessary package of LLC documents, which was mentioned above.
4. Next, the liquidator of the LLC goes to the tax office, taking his passport with him, and submits an application P15001 - 1 piece, a decision (protocol) on approval of the interim liquidation balance sheet - 1 piece, an interim liquidation balance sheet of the LLC - 3 pieces. to the inspector at the registration window, after which he receives, with the inspector’s mark, a receipt for receipt of the documents submitted by the applicant to the registration authority.
5. After a week (5 working days), the liquidator of the LLC goes with a passport and a receipt to the tax office and receives a record sheet of the Unified State Register of Legal Entities (USRLE record sheet), indicating the registration of the interim liquidation balance sheet of the LLC.
Stage 4 - Submission of the liquidation balance sheet of the LLC and the application for liquidation of the LLC
1. We prepare a protocol (decision) on approval of the liquidation balance sheet of the LLC.
2. Download the current application form for state registration of a legal entity in connection with its liquidation - download form P16001 in Excel format and fill it out. A sample application for liquidation of LLC 2019 in form P16001 with explanations will help you with this.
3. The liquidator of the LLC goes to the notary to certify his signature on the application P16001, taking with him his passport and the necessary package of LLC documents, which was mentioned above.
4. We pay the state fee for the liquidation of a legal entity. We will help you in generating a receipt for payment of the state duty; we print it and pay (800 rubles) without commission at any bank. Payment is made by the liquidator of the LLC. We attach the paid receipt to the top edge of the first sheet of application P16001.
5. Next, the liquidator of the LLC goes to the tax office, taking his passport with him, and submits application P16001 - 1 piece, a decision (protocol) on approval of the liquidation balance sheet - 1 piece, a receipt of paid state duty - 1 piece, liquidation balance sheet of the LLC - 3 pieces. to the inspector at the registration window, after which he receives, with the inspector’s mark, a receipt for receipt of the documents submitted by the applicant to the registration authority.
6. After a week (5 working days), the liquidator of the LLC goes with a passport and a receipt to the tax office and receives a record sheet of the Unified State Register of Legal Entities (USRLE record sheet), indicating the liquidation of the LLC.
Information required when filling out forms P15001 and P16001:
Prepare a set of documents for LLC liquidation online
Do you want to voluntarily liquidate your LLC, but you don’t want to understand the intricacies of filling out forms and are afraid of being refused? Use the online document preparation service, which will help you prepare documents for LLC liquidation without errors! Our lawyers will check the prepared documents and provide the necessary advice and answers to any question.
Leave your comments and suggestions for improving this article in the comments.
1. What is liquidation of a legal entity
Liquidation of a legal entity is the termination of its activities without the transfer of rights and obligations by way of succession to other persons. Often, the termination by an enterprise of its statutory activities in the production of products, performance of work, provision of services or functions assigned to a legal entity is perceived as liquidation, but this is a misconception. Curtailed economic or other activities are only one of possible reasons to make a decision on liquidation and carry out liquidation measures. It is possible to liquidate a legal entity that is quite successfully carrying out production and commercial activities or performing other functions assigned to it.
A legal entity carries out not only financial and economic activities, or state, public, industry or departmental functions, but also hires employees and thereby enters into labor relations with citizens, owns property, has corresponding obligations under contracts, is a taxpayer and tax collection agent and other mandatory fees and contributions to the budget, etc.
And, in addition, a legal entity from the moment of state registration (currently the functions of state registration are assigned to the Federal Tax Service of the Russian Federation represented by local tax authorities) is registered with the relevant state in the Unified State Register of Legal Entities (USRLE) until its exclusion from the specified Register according to the relevant document of the authorized person or body.
In other words, a legal entity may not have personnel, property, current accounts, funds, unfulfilled contracts and obligations, it may not have anything, not even documents, but at the same time be listed in the Unified State Register of Legal Entities, which means it continues to be a legal entity, albeit on paper, and therefore have the rights, obligations and responsibilities of a legal entity arising from such a provision.
A legal entity is considered to have ceased to exist from the moment an entry on the liquidation of this legal entity is made in the Unified State Register of Legal Entities.
2. Who makes the decision to liquidate a legal entity
Liquidation of a legal entity can be carried out voluntarily - by decision of the legal entity itself, i.e. bodies authorized to make such a decision by the constituent documents (usually the Charter). Typically, the Charter, and in most cases legislation, reserves the possibility of such a decision for the highest management body: for joint stock companies- This general meeting shareholders; for limited liability companies (LLC) – general meeting of participants, etc.
Liquidation is a fateful issue, therefore, for example, the head of an enterprise does not have the right to resolve it (except for cases when the manager is the owner or co-owner of the enterprise he manages, but in such cases he acts not as a manager, but as a shareholder, participant, shareholder, etc.). d.). In some cases, the liquidation of an enterprise may be “useful” or “beneficial” for the manager, but does not meet the interests of its owners.
At the same time, there is at least one situation when the head of an enterprise has the right to commit completely legally actions that will lead to the liquidation of the enterprise.
In particular, Art. 9 of the Federal Law “On Insolvency (Bankruptcy)” provides for the obligation of the manager to send an application for insolvency (bankruptcy) to the arbitration court in the event that satisfying the claims of one creditor or several leads to the impossibility of the enterprise fulfilling monetary obligations, the obligation to pay mandatory payments in in full before other creditors. It is not very difficult to justify such an action if the manager really “needs” to liquidate the enterprise. The consent of the owners is not required in this situation.
As you know, most often bankruptcy ends with the liquidation of the enterprise. Thus, the goal of liquidating the enterprise can be achieved by bypassing the owners of the enterprise.
In addition to enterprises, legal entities also include state and municipal institutions, decisions on the liquidation of which are made by higher state and municipal authorities and management. The powers of the latter are specified in the relevant charters: there is no uniformity here, in some cases the right to liquidate an institution is granted to the Head of the District Administration (City Mayor, Governor) or to a sectoral governing body (Ministry, Main Directorate, Directorate, etc.), and in some cases to a representative body, such as the regional Legislative Assembly. Sometimes the division of powers to make decisions on the liquidation of institutions between the executive and representative authorities is related to the size of the assets (property) of the institution or other similar criteria.
The liquidation of an enterprise can also be against its (the enterprise’s) will, i.e. forced.
In this case, the appropriate decision is made by the arbitration court. Such a decision is made by the court not on own initiative, but at the request of interested parties, which is sent to the court and to the enterprise. Such a statement indicates the reasons why the enterprise should be liquidated. The court evaluates the arguments specified in the application and makes an appropriate decision. Naturally, the court evaluates the arguments of the enterprise itself if it (the enterprise) is against its liquidation.
The introduction of bankruptcy proceedings against an enterprise within the framework of bankruptcy proceedings is also a liquidation procedure.
However, if bankruptcy proceedings have been introduced against an enterprise, this circumstance does not mean unambiguous liquidation. Bankruptcy proceedings are, as a rule, the end of the history of an enterprise, but not an unambiguous one. In some cases, bankruptcy proceedings may be terminated, which means the bankruptcy proceedings will also be terminated. In addition, it is possible to conclude a settlement agreement with creditors, and a transition to external management is also possible.
As for the liquidation of an enterprise by a court decision not in bankruptcy proceedings, this decision cannot be reviewed, except in cases of its obvious error. Those. The court's decision to liquidate the enterprise is the unambiguous finale of the enterprise's history.
3. Why there is a need to liquidate a legal entity
There are a great many reasons for liquidation; it is simply impossible to list them all, and there is no such need. It is only important to understand the general principles.
In case of voluntary liquidation, these are usually the following:
1) the enterprise or institution has fulfilled the statutory tasks for which it was created;
2) the products, works, and services of the enterprise are not in demand, the activities are not effective from the point of view of the owners, there is no proper profitability, turnover, etc.;
3) the owner curtails his activities for personal reasons: moving to another area, country, etc., or does not have the opportunity to control the enterprise properly, cannot or does not want to engage in it;
4) the owner intends to use the property of the enterprise for other purposes, etc.
Let me note once again that the cessation of all activities by an enterprise does not exempt it from submitting reports to tax, statistical and other government bodies: in the absence of the prospect of resuming activities, it is unprofitable to “abandon” the enterprise - they will be fined for not submitting reports, but submitting reports - therefore, incur costs. In this state of affairs, it is also advisable to carry out liquidation measures.
In case of forced liquidation, the reasons may be the following:
1) the enterprise conducts activities that require licensing without the appropriate licenses and permits;
2) the company did not bring its constituent documents, including this may relate to the organizational and legal form, in accordance with the changed legislation within the period established for this;
3) the enterprise has not undergone re-registration with the Federal Tax Service in accordance with the law “On state registration of legal entities and individual entrepreneurs"; etc.
4. Who carries out the liquidation of legal entities
When a legal entity is liquidated, a liquidator or liquidation commission must be appointed, to which all powers to manage the enterprise are transferred.
A liquidator may be appointed by the court if the liquidation is carried out by court decision. The court may instruct the founders to carry out liquidation measures and appoint a liquidator. In case of bankruptcy (competition proceedings), liquidation measures are carried out by a bankruptcy trustee, to whom all the rights of the head of the enterprise are transferred.
5. How to resolve issues related to accounting for accounts payable and settlements with creditors during liquidation
The liquidator (liquidation commission) identifies creditors, notifies them about the liquidation procedure, the procedure and deadlines for submitting claims. For this purpose, a written notice is sent to all known creditors and an announcement is published in the journal “Bulletin of State Registration”.
Creditors' claims are included in the interim liquidation balance sheet, and information about the value of the property is also reflected here.
The interim liquidation balance sheet shows the extent to which settlements with creditors are possible.
Notification of the preparation of an interim liquidation balance sheet for special form together with this balance sheet, it is submitted to the Federal Tax Service at the place of registration of the enterprise.
Settlements with creditors are carried out after the sale of property (if there are insufficient funds) in the order established by Art. 855 of the Civil Code of the Russian Federation.
6. How are issues with assets (property, cash, accountable amounts and receivables) resolved during the liquidation of legal entities?
The liquidator carries out a continuous complete inventory of funds, property (movable and immovable), liabilities and other assets of the enterprise.
The liquidator takes measures to collect receivables.
The property is sold at auction in established by law ok.
7. Costs (expenses) upon liquidation of a legal entity
In addition to settlements with creditors during liquidation, it is necessary to capitalize payments for settlements with persons who received occupational diseases at work, injuries and injuries, as well as for settlements with persons upon the loss of a breadwinner (if there are cases of death of employees at work due to the fault of the enterprise).
TO current expenses The costs of remuneration for the liquidation commission and the persons involved by it (for example, watchmen) should be included.
During liquidation, it is necessary to pay current tax payments (for example, property tax, contributions to the payroll fund to extra-budgetary funds, personal income tax), etc.
A separate expense item is payment for the processing and storage of archival documents.
8. How to properly carry out liquidation on your own
There is no law on the liquidation of legal entities; the rules governing liquidation are set out in the Civil Code of the Russian Federation.
It is necessary to outline a plan and act according to it, observing the deadlines specified in the Code.
If this is not possible, it is better to turn to professional liquidators. At the same time, actions to re-register an enterprise from one owner to another should not be considered liquidation. In this case, clever lawyers “substitute” the homeless person or people from the lumpen-proletarian environment as the new owner. In this case, the enterprise remains, and this is fraught possible problems in the future, even if it is no longer yours.
9. What happens after liquidation?
After excluding an enterprise from the register of legal entities, it is necessary to obtain the appropriate certificate from the Federal Tax Service. This certificate will protect against claims from creditors that have “emerged” from oblivion, government, law enforcement and other bodies from which claims, demands, etc. are possible.
Accounting and tax accounting I recommend storing it for 4 years after completion of liquidation and exclusion of the enterprise from the Register.
I recommend storing documents on the sale of property for 10 years after the company is removed from the Register.
All documents related to the liquidation procedure, if the liquidation was carried out by a court decision, must be submitted to the appropriate court.
The legislation establishes the grounds for liquidation of a legal entity. Consolidation in law is necessary to give stability to their existence, as well as to eliminate arbitrariness and possible abuses in relation to these entities, to protect their participants and creditors.
Liquidation of a legal entity can be carried out in several forms. Let's consider those for which an appropriate solution is required.
Forms or types of liquidation
Although the Civil Code of the Russian Federation does not distinguish them in this form, in practice the following forms of liquidation of legal entities are distinguished:
- voluntary;
- forced (by court decision);
- forced;
- due to the legal entity being declared bankrupt;
- based on federal law.
Decision on liquidation of a legal entity
This is the most common basis for a voluntary form of liquidation.
The notification and application forms, along with the procedure for filling them out, are approved by Order of the Federal Tax Service of Russia N ММВ-7-6/25@.
Having received the information, the registering authority makes a record in the Unified State Register of Legal Entities that the legal entity is in the process of liquidation.
From now on the following are unacceptable:
- state registration of changes to the constituent documents of a liquidated legal entity;
- state registration of legal entities established by the specified legal entity;
- state registration of legal entities arising during its reorganization.
Actions to liquidate a legal entity by its founders (participants) are carried out at the expense of its property, and if the latter is insufficient, at their expense jointly (
