Liquidation procedure legal entity constitutes a complete cessation of any activity of the company without the possibility of transfer and sale of the company to others. The liquidated company is removed from the unified state register, all non-budgetary and budgetary funds, as well as from the tax database.
The decision to liquidate a legal entity is made by the members of the liquidation commission, which may include the founders of the company to be closed, or persons provided by the judicial authority.
The initiative to close the campaign can come both from the founders of the company themselves, and from outsiders who have valid reasons.
The liquidation procedure, as well as the timing of the procedure, are established either by the heads of the liquidation commission or by the judicial authority.
Based on the grounds for making a decision on the irrevocable liquidation of an enterprise, it is customary to divide the liquidation of a legal entity into 2 main forms:
- compulsory liquidation of the enterprise;
- voluntary dissolution of the company.
Specifics of the Forced Liquidation of a Legal Entity
Compulsory termination is a more complex form of dissolution of a legal entity. The need for it arises if in the course of the entrepreneurial activity of the company the statutes were violated Russian legislation, a legal features companies run counter to legitimate business.
In most cases, such liquidation of a company can be caused by the following reasons:
- tax returns and financial statements were not submitted to the appropriate authorities in a timely manner;
- the presence of contradictions in official documents and reality (for example, the company was located at a different address than that indicated in the unified state register or was conducting an unauthorized type of business activity.
It should be noted that the compulsory termination of a legal entity can only be possible if the court has established that the violations identified in the course of the firm's work cannot be corrected and eliminated.
Forced liquidation of a legal entity is carried out in the following stages:
- Formation of the composition of the liquidation commission, which gets the opportunity to solely manage the abolished company.
- Satisfaction of creditors' interests, distribution of movable or real estate firms (if any). In the event that the company is unable to pay off its debts with its own funds, the liquidator has the right to sell the property, which will go towards paying off the debt.
- Notification of the liquidation of a legal entity of all instances (tax, Pension Fund etc.).
- Drawing up the interim and final liquidation balance sheet.
- Collection of all documents required for the complete and irrevocable liquidation of the company.
- Representing the interests of a legal entity at all court sessions.
Compulsory liquidation, unlike voluntary, usually takes no more than a month; in other cases, the terms can be doubled or tripled.
Upon completion of all procedures, the head of the abolished company receives a document that confirms that his company was liquidated for specific reasons.
Features of the voluntary closure of a legal entity
Voluntary liquidation of a legal entity in most cases has two grounds:
- leader and members joint stock company made a decision that their activities are unprofitable, unprofitable;
- the goal set by the company's leaders before its opening has been achieved and the further work of the company does not make sense.
The notification of the liquidation of the legal entity of the tax service is the basis for the creation of a commission, which will undertake the obligation to conduct the liquidation procedure.
Voluntary and irrevocable closure of a company is possible only under the following circumstances:
- the company's business activities do not contradict Russian legislation;
- the company to be abolished has no debts either to the creditor or to the tax authority;
- all transactions of the closed company have been completed, partners and founders have no objection to the liquidation of the enterprise.
The main difference between voluntary and compulsory abolition of a company is that in the first case, the management team can be changed and the company can continue to exist under a different name or in a different area of business.
Difference between liquidation and reorganization
The liquidation of a company does not imply the transfer of its rights to another owner, all documents of the company are abolished, and it is closed irrevocably.
The reorganization of a legal entity has slightly different legal features.
The reorganization of a company does not provide for its complete closure; the company may get a second chance to exist, taking into account the following circumstances:
- Merging. Two small firms are merged into one large, with the complete closure of the first and the second, subject to their merger.
- Accession. In fact, an affiliation is the first stage of a merger, however, when merging, two firms may or may not merge, even if they conduct the same entrepreneurial activity... The profit is divided according to the quality of work of each of them.
- Separation. A situation when a company decides to become a small network of firms and disperse within a city, region, country.
- Selection. The successful firm creates a subsidiary, the rights of which are held by the managers of both firms.
Procedure for liquidation of a legal entity
The procedure for the abolition of a legal entity by members of the liquidation commission is carried out in the following stages:
- The decision to permanently close a particular company must be immediately announced in the press.
- Further, the commission is authorized to create an interim balance sheet of the abolished company, which includes the composition of the company's property, the presence of debts and pending transactions, and so on.
- In the event that the finances on the balance sheet are not enough for the company to satisfy the interests of creditors and the tax service, then the liquidation commission has the right to sell the property of the company.
- The company cannot be abolished as long as the financial interests of all financial institutions and creditors will not be fully satisfied. Paying off debts to creditors is the most difficult and time-consuming stage of the company closure procedure.
- Immediately after all the debts are paid off, the liquidator must draw up the final balance sheet of the company. If any funds and property remain at the disposal of the company, they will be distributed among the shareholders of the company.
- Upon completion of all the above procedures, the liquidation commission draws up a document that is issued to the former head of the closed company. It contains all aspects of the procedure performed.
Priority of meeting the interests of creditors in the liquidation of the company
The main stage of the company liquidation procedure is to satisfy the interests of creditors. This happens in the following order:
- payments to persons who in one way or another interacted with the closed company and suffered any losses from it;
- payments to employees who entered into with the closed company labor contract;
- payments to off-budget and budgetary funds;
- payments to creditors, financial institutions.
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application of article 64, clause 3 of the Civil Code of the Russian Federation
Mikhail 08/13/2019 18:32
Dubrovina Svetlana Borisovna 14.08.2019 16:20
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application of article 64, clause 3 of the Civil Code of the Russian Federation
Gentlemen, the credit cooperative art.61-64 of the Civil Code is being liquidated. There are 150 claimants of the CCP with different amounts. The bailiffs, IN PARTS, transfer to the liquidation commission the money withdrawn from the borrowers. The money that the bailiffs transfer to the account of the liquidation commission is not enough to pay off all debts to 150 claimants-creditors at once. Is it possible to apply Article 64 paragraph 3 in this case and distribute the money in proportion to the amount of each claimant? What is the criterion for a lack of money? According to the interim liquidation balance, there should be enough money, judging by the figures submitted to the tax, and the cooperative cannot immediately close all debts to creditors-collectors, since there is not enough money for all after partial transfer to the cooperative's account from the outside bailiffs... Thanks.
Mikhail 08/13/2019 18:32
Dubrovina Svetlana Borisovna 14.08.2019 16:14
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Civil Code of the Russian Federation Article 61. Liquidation of a legal entity
1. Liquidation of a legal entity shall entail its termination without transfer of its rights and obligations to other persons in accordance with the procedure of universal legal succession.
2. A legal entity is liquidated by the decision of its founders (participants) or a body of a legal entity authorized by the constituent document, including in connection with the expiration of the term for which the legal entity was created, with the achievement of the purpose for which it was created.
3. A legal entity is liquidated by a court decision:
1) at the request of a state body or body local government, to whom the right to file a claim for the liquidation of a legal entity is granted by law, if the state registration of a legal entity is declared invalid, including in connection with gross violations of the law committed during its creation, if these violations are irreparable;
2) at the suit of a state body or local self-government body, to which the right to file a claim for the liquidation of a legal entity is granted by law, in the event that a legal entity carries out activities without a proper permit (license) or in the absence of compulsory membership in a self-regulatory organization or a certificate of admission to a certain type of work, issued self-regulatory organization;
3) at the suit of a state body or local self-government body, to which the right to file a claim for the liquidation of a legal entity is provided by law, in the event that a legal entity carries out activities prohibited by law, or in violation of the Constitution Russian Federation, or with other repeated or gross violations of the law or other legal acts;
4) at the suit of a state body or local self-government body, to which the right to file a claim for the liquidation of a legal entity is provided by law, in the case of the systematic implementation of a public organization, public movement, charitable and other fund, religious organization of activities that contradict the statutory goals of such organizations;
(see text in previous edition)
5) at the suit of the founder (participant) of a legal entity in the event that it is impossible to achieve the goals for which it was created, including if the implementation of the activities of the legal entity becomes impossible or is significantly hampered;
6) in other cases provided by law.
4. From the moment the decision to liquidate a legal entity is made, the deadline for the fulfillment of its obligations to creditors shall be deemed to have arrived.
5. By a court decision on the liquidation of a legal entity, its founders (participants) or the body authorized to liquidate a legal entity by its constituent document may be entrusted with responsibilities for the liquidation of a legal entity. Failure to comply with a court decision is the basis for the liquidation of a legal entity by an arbitration manager
Liquidation constitutes the termination of a legal entity without succession, i.e. without transfer of rights and obligations to other persons... The legal basis for the liquidation of organizations and individual entrepreneurial activity is enshrined in the Civil Code of the Russian Federation and other acts.
There are the following types of liquidation of legal entities:
1) voluntary;
2) compulsory;
Voluntary liquidation is carried out by decision of the founders (participants) of a legal entity or a body of a legal entity authorized to do so by the constituent documents. The decision to liquidate a state or municipal unitary enterprise can be made by the owner of the property - the corresponding government agency or local government. Article 61 of the Civil Code of the Russian Federation contains an approximate list of grounds for voluntary liquidation, in particular: the expiration of the period for which the organization was created; achievement of the goal for which it was created, etc.
Forced liquidation is carried out on the basis of a court decision in the following cases:
Carrying out activities without a proper permit (license);
Carrying out activities prohibited by law;
Repeated or one-time, but gross violation of the law or other legal acts, etc. ().
This list is not exhaustive. The grounds for compulsory liquidation may be provided for by other articles of the Civil Code of the Russian Federation (for example, Articles 65, 81 of the Civil Code of the Russian Federation). A state body or a local self-government body may apply to the court with a demand for liquidation if such a right is granted to it by law. In particular, the FAS of Russia, the Federal Tax Service of Russia, the Ministry of Finance of the Russian Federation, and the Central Bank of the Russian Federation (hereinafter referred to as the Ministry of Finance of Russia) have this right.
The liquidation process goes through several stages listed below.
1. Adoption by the authorized bodies of a decision on the liquidation of a legal entity.
2. The founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity are obliged to notify the registration authority at the location of the legal entity to be liquidated within three days in writing, enclosing the decision to liquidate the legal entity.
The registering authority submits to the Unified State Register legal entities a record that the legal entity is in the process of liquidation. From this moment on, state registration of changes made to the constituent documents of a liquidated legal entity is not allowed, as well as state registration of legal entities founded by the specified legal entity, or state registration of legal entities that arise as a result of its reorganization (Article 20 Federal law"On state registration of legal entities and individual entrepreneurs").
3. Appointment of the liquidation commission (liquidator) by the founders (participants) of the person or the body that made the decision on liquidation, in agreement with the registering body. From the moment the liquidation commission (liquidator) is appointed, the powers to manage the affairs of the legal entity are transferred to it, including the right to act on behalf of the liquidated legal entity in court.
4. Publication on liquidation in the press, which usually publishes data on the state registration of legal entities. The publication must contain: the name of the legal entity to be liquidated; the date of the decision on liquidation; the body that made the decision to liquidate; taxpayer identification number and the number of the liquidated person in the register; the procedure and term for filing claims by creditors, which cannot be less than two months from the date of publication; method of communication with the liquidation commission (address, telephone, fax).
5. Re-issuance of a bank card with samples of signatures of persons entitled to dispose of those on the account in cash, on the head and members of the liquidation commission.
6. Formation of assets and liabilities of the organization. For this purpose, the liquidation commission identifies creditors (the latter must be notified in writing of the debtor's liquidation), measures are taken to receive receivables, and an inventory of property is carried out.
7. Withdrawal from the membership of other legal entities.
8. Dismissal of employees in accordance with the requirements provided for by labor legislation.
9. Drawing up an interim liquidation balance sheet at the end of the period allotted to creditors for filing claims. The balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision on liquidation; agreed with the body implementing state registration(where the original or a certified copy of the balance sheet is sent). The balance sheet must contain information on the composition of the property of the legal entity in liquidation, a list of claims made by creditors and the result of their consideration. If the organization's assets are not sufficient to meet the claims of creditors, the liquidation commission (liquidator) is obliged to apply to arbitration court with a statement declaring the debtor bankrupt (Article 224 of the Federal Law of September 27, 2002 No. 127-FZ "On Insolvency (Bankruptcy)"). In this case, the legal entity is liquidated in accordance with the procedure provided for in § 1 chap. 9 of the Federal Law "On Insolvency (Bankruptcy)".
10. Settlements with creditors in the order of priority established begin from the date of approval of the interim liquidation balance sheet, with the exception of creditors of the fifth priority, payments to which are made after a month from the date of approval of the balance sheet.
11. Drawing up a liquidation balance sheet, which is approved by the founders (participants) of the legal entity or the body that made the decision on liquidation. The balance must be agreed with the registering authority.
12. Submission of the following documents to the state registration authority (tax authorities):
a) statements confirming compliance with the liquidation procedure, completion of settlements and coordination of liquidation issues with the relevant state bodies;
b) liquidation balance sheet;
c) a document confirming the payment of the state fee.
The state registration of liquidation is carried out at the location of the legal entity to be liquidated within a period not exceeding five working days.
| Previous |
Hello! In this article we will tell you about the liquidation of a legal entity.
Today you will learn:
- Types of liquidation of a legal entity;
- Who owns the right to start liquidation of a legal entity;
- Liquidation consequences;
- Common mistakes during the liquidation procedure;
- Distribution of property after liquidation.
Grounds for liquidation of a legal entity
- The decision of the founders of the company. Such a document is required if the number of participants is two or more people. Moreover, all requirements must be met in the process of adopting and drawing up a document.
- The court's decision. If there are violations of legislation in the activities of the enterprise, or the organization does not comply with the legal requirements of state bodies.
Types of liquidation of an enterprise
The process of closing an organization takes place:
- Forced;
- Voluntarily.
The decision on the voluntary liquidation procedure belongs to its founders.
They can come to this opinion due to the following reasons:
- The purpose of the establishment of the enterprise has been achieved;
- Instability of economic conditions;
- Unprofitable and so on.
An enterprise is subject to compulsory liquidation if evidence of a violation of the requirements of the law has been presented to the court.
A distinctive feature of bankruptcy is that this procedure is not only the best option for liquidating a legal entity with debts . It can be attributed to both types of liquidation.
Forced bankruptcy entails liability for all claims filed, while voluntarily declaring bankruptcy means legally avoiding liability.
Liquidation of a legal entity by court decision
If the court made a decision, then we are talking about a compulsory form of closure. The process begins with the filing of an application with the court by an authorized person.
The grounds for forced liquidation include:
- The establishment of the business was carried out in an inappropriate manner;
- V Single register erroneous information about the company has been entered. Moreover, the data were deliberately false;
- The enterprise carried out activities without a corresponding permit (license);
- The organization's activities are contrary to the law;
- There is a fact of systematic failure to submit reports.
The following persons have the right to file a claim with the court:
- Antimonopoly Service of the Russian Federation;
- Central Bank of the Russian Federation;
- Tax Service of the Russian Federation.
The consideration of the application in court begins after establishing reliable information about the existing violations. Forced liquidation of an enterprise is an irreversible process.
Forced liquidation of a legal entity
It is possible to oblige the management of a legal entity to start the liquidation process in the following situations:
- If the amount has been reduced;
- If the management of the company does not initiate self-liquidation in cases where such activities must be carried out by law. For example, the amount of the organization's capital has become higher than the value of its assets;
- If the registering authority has inaccurate information about the fact. A letter is sent to the place of registration of the enterprise with a request to provide the correct address. If the response is not received within the specified time period, then the registering authority has the right to apply to the court with a petition to close the legal entity;
- happened in violation of the established rules. For example, the fact of the absence of an approving decision of the antimonopoly committee was revealed;
- Organization repeatedly violates rights intellectual property etc.
Voluntary liquidation of a legal entity
As already noted, an enterprise can be closed when such a decision is made by its participants. Voluntary liquidation is a reversible process and can be reversed. For this, a council of founders is convened, and the decision to cancel the liquidation procedure is drawn up accordingly.
The tax office is notified within 3 days. If a record about the beginning of the closing procedure has already been entered into the Unified Register, then the process cannot be stopped.
Stages of plant closure
The procedure for liquidating a legal entity takes place in stages.
It includes:
Step 1. Resolving the issue of closing the company. Any activity starts with making decisions. Closure is no exception. The decision to liquidate a legal entity must belong to full staff participants without exception.
A meeting is called. It determines the persons responsible for the liquidation process - the liquidation commission. Her powers include collecting and providing necessary documentation... The first step is to draw up an application in the P15001 form, which are subject to mandatory certification by a notary.
There is a procedure for filling out such an application. You need to familiarize yourself with it in advance.
Step 2. It is necessary to draw up a balance. This is done in order to confirm the company's insolvency to meet its obligations. Such a balance is called intermediate or liquidation. It is required to compose it with the utmost precision and care.
It is on the basis of this document that the claims of creditors will be resolved. If the balance sheet result turns out to be negative, then the organization has every reason to declare itself bankrupt.
Step 3. Contacting the registration authority. The body maintaining the Unified Register must be promptly notified of the decision to liquidate. You need to inform you in writing. After that, notes about the beginning of the liquidation process are entered into the register.
Relevant notifications should be sent to the pension fund and social insurance. You should also publish an announcement about the closure of the enterprise in the newspaper "Bulletin of State Registration".
Step 4. The liquidation commission starts work... The chosen composition of the commission should establish the sequence of the necessary actions.
These include:
- Dealing with the issue of receivables . A claim for debt repayment is sent to the creditor;
- Property inventory. When composing the list of property of the organization, both assets and liabilities of the organization should be taken into account;
- Calculation of the team. All employees of the company must pay their due monetary compensation... It's not only wage, but also possible debts, payment sick leave and other benefits.
The employer is obliged to notify employees of the liquidation of the enterprise at least 2 months before the date of dismissal.
- Payment of taxes. The liquidation process does not mean that the company is exempt from paying taxes. The organization is obliged to pay for them until the moment of complete closure. Moreover, the money for payment is taken from the amounts received during the sale of the property.
Step 5. Paying off accounts payable. The issue of repayment of debts should be resolved after the approval of the interim balance sheet. If you refuse for any reason to pay off the debt, then the creditor can apply to the court with a corresponding statement.
Step 6. The process of closing current accounts in banks. It is necessary to close a bank account after all calculations have been made, and you are sure that it will no longer be needed. A simple procedure consists in contacting the bank, which will offer to fill out an application for closing.
You need to send a notice of liquidation of a legal entity to the tax office, and then to the pension fund and the insurance fund.
Step 7. Revoke the license... The process takes 20 days. Within 10 working days, the authority that issued the license takes the necessary actions to revoke the license. After 10 consecutive days, the decision of the authority will enter into force.
Consequences of liquidation
The liquidation procedure has consequences and depends on the chosen method of closing. In case of voluntary liquidation, an outcome is possible in which there will be no unpleasant consequences, however, all the documentation must be in order. Particular attention should be paid to accounting papers.
In more detail, the consequences of the liquidation procedure are presented in the table:
| Voluntary closure | Forced closure or forced bankruptcy | Declaring yourself bankrupt |
| Lack of responsibility | It is possible to bring to criminal, administrative and other types of liability | Lack of responsibility |
| Debts are paid in established order as property is sold | The measure of influence on the organization for the fulfillment of obligations | Legal Avoidance of Debt Payments |
| The reputation of the company is preserved | Reputation tainted | The reputation of the company is preserved |
Distribution of property after liquidation
There are situations in which an enterprise has already been closed, but property was discovered in its presence. This issue is considered after the closed organization finishes responding for all the obligations it has undertaken.
With the right to apply for property:
- Lenders who previously worked with the liquidated company. Among them there may be those in relation to which the obligations are partially fulfilled;
- Founders of the enterprise;
- Persons in respect of whom the order of fulfillment of obligations was mistakenly omitted.
With the right to claim the property of a closed organization, interested persons can within 5 years from the date of making the appropriate entry in the register.
What is the difference between reorganization and liquidation
The reorganization of an enterprise is often referred to as one of the forms of liquidation of a legal entity. Reorganization is a complex process. Its result is the formation of a new legal entity. Moreover, the existing rights and obligations of the old firms do not cease, but are transferred to a new composition of participants.
The difference from the liquidation procedure is that during the reorganization, the further existence of economic activity the closed enterprise.
Reorganization can be both voluntary and compulsory.
There are the following forms:
- Accession. They talk about it when one organization joins another, and at the same time has more advantages.
- Merging. This implies the formation of a completely new organization.
- Separation. When one large organization is divided into several small ones. At the same time, all obligations and rights are equally distributed between them.
- Selection. From general composition organizations are allocated one, which is endowed with the necessary powers.
- Transformation. Occurs when the form of ownership changes.
Any processes related to the reorganization or liquidation of an enterprise must be reflected in the Unified Register.
Business closure dates
The timing of the liquidation of a legal entity cannot be specifically set. In each case, they are individual and can take more than 4 months on average. The time from the moment the decision on liquidation is made, until the receipt of the liquidation certificate, is made up of many factors.
These include:
- Time spent on notifying the authorized bodies and on publishing in the media about the beginning of the liquidation procedure;
- Creditors Notice. An important point - after the closing procedure, creditors have the right to apply for debt reimbursement within two months;
- The time spent on drawing up the interim balance sheet;
- If necessary, an auction of the property of the enterprise can be held.
If an organization is forcibly declared bankrupt, then the liquidation process may drag on until all of its debt obligations are fulfilled. With a voluntary procedure for closing an enterprise, the terms can be less than 4 months.
Errors made when closing a business
The liquidation of an enterprise is a complex process that does not exclude a number of common mistakes.
Actions that cannot lead to acceleration of the liquidation of the organization:
- You should not transfer assets to the accounts of another company. Inspection authorities can easily suspect such actions are intentional. You can be accused of premeditated bankruptcy proceedings and brought to both administrative and criminal liability... Moreover, such actions will cause significant damage to the reputation of the enterprise.
- You should not sell assets for a low price. The sale by a company of its assets for a low price is a situation that also implies deliberate criminal acts. They will entail prosecution. It is worth remembering that the powers of the supervisory authority include the cancellation of transactions made over the past three years, so it is pointless to hope that something can be hidden.
- Next mistake is selling receivables... The law does not prohibit the assignment of the right to demand compensation of the debt by a third party. However, the procedure must be formalized in strict accordance with the norms of the legislation and carried out according to the established rules. Otherwise, you will have to prove the legality of your actions in court. It is impossible to predict the outcome of the proceedings.
- The loss of documents should not be faked. The presence of force majeure can really lead to damage or loss of documents, which will bring some difficulties to creditors. However, the cunning of such a plan can entail serious penalties.
- Change in the composition of the participants. Any review will lead to the fact that the reviewer can easily suspect the manager of the organization’s attempt to avoid resolving the issue of debt. The senselessness of such decisions is also confirmed by the fact that each participant in the enterprise, regardless of whether he is a former or fulfills obligations until now, is responsible for the activities of the enterprise.
- You shouldn't change the director. As in the case of other participants in the enterprise, the current leader, just like former director are not exempt from liability.
The table provides an approximate list of common mistakes made during the liquidation of a legal entity:
| № | Error | Short description |
| 1 | The liquidation decision is not properly executed | The procedure for making a decision to close is reflected in the corresponding document |
| 2 | Appropriate measures were not taken in case of forced liquidation | The lack of appropriate measures indicates non-execution of the court decision |
| 3 | Violation of the terms for providing information on the liquidation of a legal entity | The procedure and time for notifying the relevant authorities is spelled out in legislative acts |
| 4 | Incorrect reporting time | The liquidated company is obliged to carry out the proper work on the submission of reports and payment of taxes until the moment of closure. |
| 5 | Violation of Priority in Satisfying Claims by Creditors |
The legislator has determined the priority of the fulfillment of obligations, which is not recommended to be violated |
| 6 | Liquidation procedure not completed properly | After closing, it is necessary to obtain the corresponding papers, and destroy the stamps. |
Liquidation of legal entities involves making an appropriate decision, preparing securities, paying off debts. All required information must be obtained. A liquidation commission is also being created. Liquidation of a legal entity is considered complete only if all stages of the procedure are completed.
The event has different grounds and is subdivided into different types. It is carried out according to various algorithms, depending on a combination of factors. However, the procedure must comply with the Civil Code of the Russian Federation.
Types of liquidation, grounds for closing a legal entity and legal successors
In accordance with the Civil Code of the Russian Federation, closure is divided into two types:
- Voluntary... Produced by decision of the founders. Read more about the voluntary liquidation of an enterprise.
- Forced... It is carried out according to the grounds set forth in the Civil Code of the Russian Federation. Among them are outstanding obligations, violations of the law. The event is initiated by state and municipal institutions... described in a separate article.
What is the difference between abolition and other types of reorganization? There are no legal successors within its framework. They can be, but only partially.
Consider the grounds for the liquidation of a legal entity:
- By decision of the founders or the body of the legal entity;
- Due to the presence of violations of the law, the Civil Code of the Russian Federation, which cannot be corrected, the lack of a license to operate;
- Declaration of bankruptcy. About the bankruptcy procedure of the company.
The termination of activities can be carried out because the company has already fulfilled its mission, and there are no more grounds for its further existence.
Upon liquidation of a legal entity, there are no legal successors.
How to liquidate a legal entity person - termination of activities under the Civil Code of the Russian Federation and the necessary documents
An organization can be liquidated only on the basis of the Civil Code of the Russian Federation, otherwise a refusal will be received in response to the corresponding statement. The code assumes that the following algorithm should be followed:
Obligations of the liquidation commission: messages and notifications
The liquidation commission has a certain list of rights that the code defines. In particular, these are:
- Notifying creditors that a cessation of activities is being prepared;
- Collection of receivables. Debt collection methods;
- Cancellation notification via media;
- Representation of the organization in the judicial authority.
The Commission prepares all the required documents, including the liquidation balance sheet and the application for termination. She makes payments to the FSS and other authorities. After all the required documents have been submitted, the changes made are registered.
Recall that deadline payments to the FSS - 15 days from the date of liquidation.
What happens to the property of the organization?
The property that remained after the abolition is distributed among the founders in accordance with the volume of their share. Persons receive property on the basis of deed of transfer... It is compiled, according to the Civil Code of the Russian Federation, in free form. but civil Code establishes the minimum list of data that must be specified:
- Information about the commission;
- Information from the protocol on the appointment of the commission;
- The procedure on the basis of which the property is transferred;
- Property value.
The property is distributed in accordance with the LE form:
- Property budgetary entities cannot be sold. It goes to the municipality;
- The property of non-profit institutions goes to shareholders and participants;
- JSCs must distribute the profits from property among all shareholders.
In any case, when conducting property transactions, the relevant documents must be drawn up.
Is the refusal to register the liquidation of a legal entity possible?
Sometimes, in response to a relevant application, a person is denied an abolition. Refusal is possible in the following cases:
- Not all documents to be abolished are present;
- and the documents are in the wrong form;
- Incorrect details specified when paying the fee;
- The Code assumes compliance with certain deadlines and stages of the event. If they are violated, a refusal will be made;
- The refusal is often associated with the elementary carelessness of the commission or the liquidator. These can be documents with incorrectly specified information, lack of numbering in papers, signatures.
The most common mistakes, as a result of which, according to the Civil Code of the Russian Federation, a refusal may occur:
- The documents are filled in with errors or omissions;
- Incorrect application form;
- The documents contain corrections;
- The papers are not bound;
- The documents have not been collected in full.
In all these cases, a refusal can be received. Entrepreneurs will have to carry out the procedure again, waste money and time. Sample statements and other papers will help prevent rejection. You need to carefully fill out each paper. In this case, the risk of failure is greatly reduced.
Notification of employees and the Employment Center about dismissal
Liquidation of a legal entity entails the dismissal of its staff. This sphere regulates no longer civil, but labor Code... The procedure must be carried out according to the rules, otherwise the abolition registration will not be made. The code provides for the notification of employees about upcoming layoffs two months in advance for carrying out layoffs.
The event is carried out according to the following algorithm:
- Notification of the employment center about the upcoming procedures. If the organization has more than 15 employees, notify the employment institution three months in advance. If the state includes less than 15 people, you need to send a notice to the employment authority two months in advance. Employment institutions are required to send a paper in writing, which includes information about the qualifications, position and salary of each employee. The rules for sending notifications to the employment authority are determined by the relevant law. In particular, this is the provision "On employment of the population";
- Formation of orders for dismissal;
- Carrying out calculations, carrying out salary payments and severance payments;
- Entering the relevant information into work books.
According to TC, employees need to be notified of dismissal 2 months in advance.
When registering layoffs, papers are filled in according to the T-8 form. According to the Employment Law, there are different periods for warning employees:
- When busy only on seasonal work- during the week;
- In case of employment for two months, about which a corresponding note was made in the employment contract - three days in advance.
Liquidation cost
The cost of liquidation is determined depending on the complexity of the situation. Registration of changes in state structures will require the payment of a fee. The cost also includes payment for services law firms... Turning to them is inevitable in cases where there are debts.
Additional information on liquidation of legal entities. faces. and ways to close a company in this video:
Registration will have a higher cost, the more problematic the enterprise. Appeal to law firms will help to fully comply with the code, prevent mistakes.