A pass with erroneous data can be reissued

The legislative framework

Liquidation of a company is regulated by the following legislative acts:

• Civil Code, namely articles 61, 62, 63, 64
• Federal Law No. 14, No. 129 and No. 125
• Government Decree No. 439
• Tax Code, namely Articles 23 and 89
• Orders No. 7-6/362
• Constitution of the Russian Federation
• Labor Code

For what reasons can liquidation occur?

Factors that contribute to the liquidation of an enterprise may include:

• financial losses;
• creating a new tax history;
• violation of laws and regulations, fraud;
• excess number of owners of equity shares of the enterprise;
• credit debts;
• shortcomings in documentation and failure to eliminate errors in a timely manner.

Liquidation procedure

Liquidation is carried out in stages:

1. First, the members of the association hold a general meeting, and a protocol on the closure of the enterprise is drawn up, a sample of which you can download here.
2. Then the head of the association notifies the tax authorities and extra-budgetary enterprises with which the company collaborated during its operation. Information must be provided within 3-4 days.
3. Heads of departments prepare documentation for inspection by fiscal authorities.
4. The manager, in addition, releases information about the liquidation to the media.
5. He also notifies employees about the upcoming dismissal and reports this to the employment center so that his former employees can be registered or a new job can be found for them. As a result, the HR department issues a work book. If the interests of workers are violated, they can seek protection of their rights.
6. The head of the company prepares all the necessary documents for submission to the migration service.
7. The company pays off its debts with creditors.
8. A liquidation balance sheet is drawn up.
9. Assets are distributed among the employees of the enterprise.
10. Federal authorities enter data on the liquidation of an association into a single registration book.

Within 5-6 working days, the manager will receive notification of the completion of the procedure for liquidating the organization.

Typically, a company is closed within 2 years, but it all depends on the method of liquidation, the size of the organization and existing debts.

The cost of liquidating an enterprise is approximately 45,000-50,000 rubles, but the amount may vary depending on government mandatory payments, payment for banking services, notary assistance, etc.

Liquidation decision

The decision to terminate the activities of a legal entity must include the following information:

• full name of the legal entity;
• the date and place where the minutes of the general meeting were drawn up, the timing of its holding;
• list of participants present at the meeting (the shares of each of them in the authorized capital must be indicated);
• information on the selection of the chairman of the liquidation commission, his deputy and other members;
• item on the agenda;
• Voting results;
• signature affixed by the chairman of the general meeting;
• organization seal;
• seal and signature of the notary.

Legal entity

Liquidation of a legal entity by decision of the owners is recognized as voluntary.

The advantage of its implementation is the possibility of independently selecting and appointing members of the liquidation commission.

OOO

The law establishes that the liquidation of an LLC can only be carried out with the consent of all founders. This provision is regulated by the Federal Law “On LLC”.

To terminate the activities of a JSC, the consent of ¾ of the participants is sufficient.

HOA

The decision to terminate the activities of the HOA can be made both by the management itself and by the tenants of the apartment building with whom the agreement was concluded.

The procedure can be initiated by creditors - resource supply companies.

Forced liquidation of a legal entity is carried out in court. Interested in the procedure for liquidating an individual entrepreneur? See here.

Non-profit organization

When liquidating a non-profit organization, the initiators can be participants or creditors, since the non-profit organization may also have debts.

The procedure itself will be carried out in a special manner, since the purpose of establishing an organization is not to make a profit.

Types of liquidation

Voluntary

Liquidation of an enterprise at one's own request is a costly and lengthy process. However, this method also has positive aspects - it is more reliable. The liquidation of an organization at its own request is also called official.

Voluntary liquidation is appropriate if the company is zero, that is, during the reporting period it did not conduct any activities (did not pay wages, did not enter into transactions, etc.). This type is also suitable for a company that has small forms of economic activity.

The advantages of voluntary liquidation are:

• exclusion of an organization from the state register of legal entities without negative consequences;
• obtaining an official certificate of closure of the company;
• the issue of distribution of enterprise assets can be decided in advance;
• you cannot transfer your business, even with debts, to other persons;
• If all the rules for voluntary liquidation of a company are observed, it cannot be declared invalid.

downside is the presence of an on-site tax audit, which often ends in additional assessments and thereby limits the number of enterprises that could apply voluntary liquidation.

procedure :

1. Holding a meeting of the organization's participants with the subsequent issuance of a decision on liquidation. Creation of a liquidation commission with the participation of the head of the enterprise, the chief accountant and a lawyer.
2. Notice of closure of the tax service organization, funds and creditors.
3. Dismissal of employees, repayment of debts, including tax debts, etc.
4. Distribution of the property of the enterprise and the final cessation of all activities.

Forced

Forced closure of an organization can only be carried out by a court decision. Officials (prosecutors, registration authorities, tax representatives, etc.) send an appeal to the judicial authority demanding that the company be stopped on the grounds of illegal activities. Most often, issues of forced liquidation of enterprises are dealt with by the arbitration court.

Forced liquidation of an organization occurs in the following cases :

• if the company conducts its activities in violation of the law;
• the organization was created on the basis of forged or unreliable documents.

The process of forced closure of a company can be started by government bodies that register all types of legal entities (Federal Tax Service, Federal Antimonopoly Service, central banks, antimonopoly and municipal authorities) or authorized persons (prosecutors).

Before going to court, the company is sent a notice that it is violating laws and regulations. If the reaction is negative, and the founders do not accept this remark and do not eliminate the problems that have arisen, a trial occurs.

After a trial and a decision to liquidate the enterprise, the organization ceases to exist. In this case, the costs of the trial must be paid by the company itself. However, if the organization does not have the funds to pay for the court, the costs can be covered from the state budget.

Algorithm for closing ANO

According to current legislation, there are several algorithms for closing a non-profit organization, which we will consider below:

• The enterprise is closed in voluntary liquidation mode, based on the decision of the founders;
• Termination of the activities of the ANO using an alternative option, namely, absorption by a larger enterprise;
• Use of the restructuring option;
• Closure of the ANO due to a change in the composition of the founders.

Closing of a non-profit organization is also possible by decision of the judicial authorities. When ANO closely interacts with other organizations against the backdrop of weakening funding, management often leads to a dead end. In this case, creditors who are worried about their funds may go to court demanding the forced closure of an organization that is already at the stage of bankruptcy. In such a situation, the founders do not need to carry out all stages of the voluntary liquidation of the organization, since the reason for the liquidation of the organization is already clear.

When the governing body receives a decision to close an independent non-profit organization, it must forward it to the tax authority and only after that the non-profit organization will be deregistered.

Required Documentation

The liquidation order is the primary document and is issued based on the decision of the general meeting. It does not have a clear form established by law. However, the contents of the order must reflect the following information:

• reason for closing the organization;
• exact date;
• data of commission members.

A sample order for liquidation of an enterprise can be downloaded here.

If there are separate divisions coming from the organization, then such a document is drawn up for each branch separately. First, an order is issued to close individual small organizations that are part of the main enterprise, and then to liquidate the company as a whole.

A message is written to the body that carries out the registration of legal entities (USRLE) about the closure of the organization and the suspension of its activities.

The documents that must be provided along with the order to stop the company’s activities are as follows:

• a statement signed by the leader or all participants;
• receipt for payment of state duty;
• documentation of the enterprise (extract from the registration book, Charter, certificates, papers confirming the registration of the association with tax authorities, insurance companies, etc.).

Procedure for submitting documents

In accordance with paragraph 4 of Art.
3 of Law No. 99-FZ, pending the bringing of legislative and other regulatory legal acts in force on the territory of the Russian Federation into compliance with the provisions of the Civil Code of the Russian Federation, legislative and other regulatory legal acts are applied to the extent that they do not contradict the provisions of the Civil Code of the Russian Federation. Supervisory authorities in a joint letter from the Federal Tax Service of Russia and the Ministry of Finance of Russia dated March 6, 2015. No. SA-4-14/ [email protected] explain that before bringing regulatory legal acts on state registration of legal entities into compliance with the provisions of Chapter 4 Part 1 of the Civil Code of the Russian Federation, when terminating the activities of a branch or closing a representative office of a legal entity, one should be guided by the provisions of Federal Law dated 8.08 .01 No. 129-FZ (as amended on December 31, 2014) “On state registration of legal entities and individual entrepreneurs” (hereinafter referred to as Law No. 129-FZ).

Currently, the legislation on state registration of legal entities provides for the possibility of entering into the Unified State Register of Legal Entities information about the creation of a branch or the opening of a representative office, as well as about changing their names or location addresses, by submitting to the registering authority as documents provided for in paragraph 1 of Art. 17 of Law No. 129-FZ, including applications in form No. R13001, and applications provided for in paragraph 2 of Art. 17 of Law No. 129-FZ, according to form No. R14001 (the specified application forms and requirements for their execution were approved by Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected] ).

In the said letter, the regulatory authorities explain that information on the termination of the activities of a branch or the closure of a representative office of a legal entity can be entered into the Unified State Register of Legal Entities upon submission of the documents provided for in paragraph 1 of Art. 17 of Law No. 129-FZ. Let's take a closer look at what these documents are.

CLOSURE OF A BRANCH LLC STEP-BY-STEP INSTRUCTIONS

Actions of an accountant upon liquidation of an enterprise

During liquidation, the accountant must draw up a report, interim and liquidation balance sheet. During the preparation of these documents, this employee is exempt from any type of reporting, with the exception of the situation when the closure of the organization does not occur until the end of the calendar year.

The accountant makes calculations of the company's income and expenses in nominal amounts.

The chief accountant draws up an interim liquidation balance sheet using a special form P15003 in order to assess the company's capabilities and reserves. This includes data on the organization’s property, the conditions of creditors and the results of consideration of these conditions. You can download Form P15003 for preparing the liquidation balance sheet here.

Protocol form

Current legislation establishes the need to notify the registration authority that a legal entity has decided to terminate economic activities (the provision is contained in Article 62 of the Civil Code of the Russian Federation).

This notification is an application in Form 15001, and a protocol of the decision made must be attached to it.

The minutes themselves are the written form of a decision taken at a general meeting.

It includes a brief summary of its conduct and voting results.

Sample filling

A sample decision on liquidation of a legal entity includes:

• determining the timing and procedure for terminating activities;
• appointment of a liquidator and other important issues.

A sample decision on the liquidation of a legal entity is here.

Payments

In case of closure of the organization, the manager must terminate the employment agreement with his employees. On the last working day, he is obliged to pay his subordinates in full and with the salary they have under the contract.

Payments to employees must be made as follows:

• salary for hours worked;
• compensation for unused vacation;
• severance pay;
• payment of sick leave, if any.

Pregnant women and mothers who have children under 3 years of age are especially at risk.

In the event of liquidation of a company, social protection authorities must pay material compensation to mothers with children if at the time of the closure of the association they were on maternity leave and did not receive social unemployment benefits.

Pregnant women who are planning to go on maternity leave must complete the appropriate documents to receive cash benefits before the company closes. If this is not possible, and the expectant mother went on maternity leave after the liquidation of the association, payments are made from the federal insurance service.

All payments to employees are made after the manager has settled with creditors, that is, in the second place.

The procedure for submitting documents to the archive

After the organization is closed, all documents are submitted to the administrative and state archives. The first type of archives contains documents in the form of orders, personal receipts, etc. The second type contains documents from the historical direction of the company.

In order to carry out this procedure, you must perform the following steps:

• evaluate documents;
• register personal files of employees;
• separate permanent and temporary storage documentation;
• hand over the documents to the archive for their further storage there.

The following documents must be submitted to the archive:

• sample signature of the founder of the association;
• certificate of closure of the organization;
• decision of the meeting of association participants;
• employment agreements and contracts;
• individual employee cards;
• a document containing information about the personal account of each employee;
• all kinds of write-off acts, contracts, etc.;
• acts on accidents in the organization;
• other documents that may differ in each individual case.

In addition to the above documents, you will need to attach:

• list of the organization's property;
• certificate about the enterprise (it indicates the date of opening of the organization, what it did, initial managers, etc.).

Features of the liquidation of an LLC, unitary enterprise, municipal organization

Liquidation of a limited liability company has its own characteristics:

• if an organization closes, tax authorities can check the financial component of the association;
• the possibility of liquidating an organization is registered in the unified register of legal entities;
• debts are repaid first, otherwise the liquidation process cannot be initiated.

Closing a unitary (commercial) enterprise also has its own characteristics. If a company is liquidated, it is closed, but the rights and obligations are not retained, that is, the leadership of this organization cannot be reproduced by other persons.

Before making a decision to close an organization, it is necessary to create a liquidation commission. In addition, all property owned by the organization is transferred to the state budget.

The enterprise may be transformed into a new form of organization (for example, merge with another company).

Features of the closure of a municipal enterprise are:

• the decision to close a state institution is made in the manner established by the Russian Federation, executive authorities and local government;
• the creditor does not have the right to demand any payments in a shortened time, cancel obligations and compensate for losses.

Liquidation of a limited liability company

The article discusses the procedure for liquidating a limited liability company from the moment the decision on liquidation is made until its state registration.

Making a decision on liquidation

The procedure for liquidating a limited liability company is regulated by the Civil Code of the Russian Federation, Federal Law dated 02/08/98 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as Law No. 14-FZ), the company’s charter, Federal Law dated 08/08/2001 No. 129- Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” (hereinafter referred to as Law No. 129-FZ).

The procedure for voluntary liquidation of a company begins with a general meeting of participants (founders) of the company, which makes an appropriate decision; at the same meeting or at another, the owners appoint a liquidation commission and establish the procedure and timing of liquidation (Article 62 of the Civil Code of the Russian Federation). If the company has several founders, then their decision is formalized in a protocol, if there is one, then in a document called “Decision”. Please note that if there are several founders in a company, then to make a decision on voluntary liquidation, a unanimous decision of all founders is necessary (clause 1 of Article 92 of the Civil Code of the Russian Federation). The approximate content of a liquidation decision may be as follows.

Solution #6

general meeting of participants of Flamingo LLC

October 22, 2010 Moscow

Present:

Ptichkin I.I., share 100%

Decided:

1. Liquidate Flamingo LLC on a voluntary basis due to unprofitability of production.

2. Appoint a liquidation commission consisting of:

— Ptichkina I.I. - chairman of the liquidation commission;

— Koshechkina O.O. - Member of the liquidation commission.

3. Assign to the liquidation commission all powers and duties established by current legislation to carry out the liquidation of Flamingo LLC

Participant's signature:

________ «________________»

Agreed:

Chairman of the liquidation commission ________________

Member of the liquidation commission ________________

Notification of the registration authority

In accordance with paragraph 1 of Art. 20 of Law No. 129-FZ, the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity, within three working days after the date of the decision to liquidate the legal entity, are obliged to notify in writing about this the registration authority at the location of the liquidated legal entity with the attachment of the decision on liquidation of the legal entity. The form of notification of a decision on liquidation (No. P15001) was approved by Decree of the Government of the Russian Federation of June 19, 2002 No. 439 “On approval of forms and requirements for the execution of documents used for state registration of legal entities, as well as individuals as individual entrepreneurs” (Appendix 8 ).

If the notification is sent to the tax office later than three days, an administrative fine in the amount of 5,000 rubles may be imposed on the liquidated legal entity. (Clause 3 of Article 14.25 of the Code of the Russian Federation on Administrative Offenses).

Based on the notification of the beginning of liquidation of a legal entity, the registering authority makes an entry in the Unified State Register of Legal Entities (USRLE) about the adoption of a decision on liquidation in relation to the legal entity and issues (sends) to the location of the legal entity a certificate of entry in the Unified State Register of Legal Entities in form No. P50003 and an extract from the Unified State Register of Legal Entities, which indicates that the legal entity is in the process of liquidation (letter of the Federal Tax Service of Russia for Moscow dated September 10, 2008 No. 09-14/085833 “On the grounds and procedure for the liquidation of legal entities”).

From this moment on, state registration of changes made to the constituent documents of a liquidated legal entity, as well as state registration of legal entities whose founder is the specified legal entity, or state registration of legal entities that arise as a result of its reorganization, are not allowed.

Next, the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity notify the registration body of the formation of a liquidation commission or the appointment of a liquidator, the established procedure and deadlines for liquidation. The special notification form No. R15002 is also approved by the above-mentioned Decree of the Government of the Russian Federation No. 439 (Appendix 9). The procedure for filling out these forms (No. P15001 and P15002) is given in parts VIII and IX of the Methodological explanations for filling out document forms used for state registration of a legal entity and individual entrepreneur, approved by order of the Federal Tax Service of Russia dated November 1, 2004 No. SAE-3-09 / [email protected] Examples of filling out forms No. P15001 and P15002 are given in Appendices 1 and 2, respectively.

For non-profit organizations, similar forms were approved by Decree of the Government of the Russian Federation of April 15, 2006 No. 212.

After notifying the tax inspectorate, the liquidated entity receives a certificate of entry into the Unified State Register of Legal Entities in form No. P50003 and an extract from the Unified State Register of Legal Entities, where the position is indicated in the section containing information about the head of the permanent executive body or another person authorized to act on behalf of the legal entity without a power of attorney - liquidator or chairman of the liquidation commission, his last name, first name, patronymic.

Or if the decision on liquidation and the appointment of a liquidation commission is formalized by one protocol (decision) and forms No. P15001 and P15002 were simultaneously submitted to the registration authority, then the liquidated legal entity receives the Certificate and extract once.

Publication of information about liquidation

Further, in accordance with paragraph 1 of Art. 63 of the Civil Code of the Russian Federation, the liquidation commission publishes in the press organs in which data on state registration of a legal entity is published (in the journal “Bulletin of State Registration”, order of the Federal Tax Service of Russia dated June 16, 2006 No. SAE-3-09 / [email protected] “On ensuring publication and publication of information on state registration of legal entities in accordance with the legislation of the Russian Federation on state registration"), publication on its liquidation and the procedure and deadline for filing claims by its creditors. This period cannot be less than two months from the date of publication of the liquidation. The decision on liquidation of a legal entity may establish a different period for filing claims by creditors, but not less than two months.

The publication indicates (Appendix 2 to the order of the Federal Tax Service of Russia dated June 16, 2006 No. SAE-3-09 / [email protected] , clause 1 of Article 63 of the Civil Code of the Russian Federation):

— full name of the legal entity;

— address (location) of the legal entity;

— taxpayer identification number/registration code (TIN/KPP);

— main state registration number;

— date of assignment of the main state registration number;

— state registration number of the record;

- date of entry;

— name of the registering authority that made the entry;

— address of the registration authority;

— information about the decision on liquidation: by whom and when it was made;

— the procedure and deadlines for filing creditor claims (method of contact with the liquidation commission: address, telephone).

The head of the liquidation commission has the right to submit information for publication.

If creditors did not have time to submit their claims within the established period, then before the end of the liquidation procedure their claims will also be accepted, but they will be satisfied at the expense of the property remaining after repayment of the debt to other creditors who applied within the established period (Clause 5 of Article 64 of the Civil Code of the Russian Federation ).

At the same time, the liquidation commission conducts an inventory of the company’s property in order to most fully identify all the assets of the enterprise and takes measures to identify and collect receivables.

The inventory is carried out in accordance with the Methodological Guidelines approved by Order of the Ministry of Finance of Russia dated June 13, 1995 No. 49. Please note that the law does not establish an obligation to collect receivables through the courts, but the commission has the right to do this.

Interim liquidation balance sheet

After the deadline for submitting claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the property of the legal entity being liquidated, the list of claims presented by creditors, as well as the results of their consideration.

The interim liquidation balance sheet is approved by the general meeting of the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity. The only competence remaining with the participants upon liquidation of the company (subclause 12, clause 2, article 33 of Law No. 14-FZ, clause 2, article 63 of the Civil Code of the Russian Federation) is the approval of interim and liquidation balance sheets.

After this, a copy of the interim liquidation balance sheet is sent to the registration authority along with a notification of its preparation in form No. P15003 (Resolution of the Government of the Russian Federation of June 19, 2002 No. 439, Appendix 10).

Please note that the legislation does not provide for the issuance of a receipt of all the above notifications by the registration authority, therefore it is advisable to send them by mail in a certified letter with a list of the attachments or provide them personally in two copies in order to receive a mark of delivery on your copy.

During liquidation, the liquidation commission submits information to the Pension Fund of the Russian Federation on personalized accounting of the company within one month from the date of approval of the interim liquidation balance sheet, but no later than the day of submission to the federal executive body that carries out state registration of legal entities, documents for state registration upon liquidation of a legal entity (Clause 3 of Article 11 of the Federal Law of 01.04.96 No. 27-FZ “On individual (personalized) accounting in the compulsory pension insurance system”). Since during liquidation the company ceases to exist, employment contracts with all employees are terminated.

Tax control activities

After making an entry in the Unified State Register of Legal Entities on the preparation of the interim liquidation balance sheet, the tax inspectorate carries out control measures - inspections in the following departments of the Federal Tax Service:

- in the debt collection department;

— field inspection department;

— department of desk audits;

- legal department.

At this stage, an on-site tax audit may also be scheduled (clause 11 of Article 89 of the Tax Code of the Russian Federation) for a period not exceeding three calendar years preceding the year in which the decision to conduct an audit was made, which can be carried out regardless of the time and subject of the previous one. checks. As a rule, tax inspectorates try not to miss this opportunity and schedule an audit of the liquidated company.

In accordance with the Tax Code, an on-site tax audit cannot last more than two months (clause 6 of Article 89 of the Tax Code of the Russian Federation). This period may be extended to four months, and in exceptional cases - to six months. The period for conducting an on-site tax audit is calculated from the day the decision to order the audit is made and until the day the certificate of the audit is drawn up. An on-site tax audit may be suspended on the following grounds:

— requesting documents (information) in accordance with clause 1 of Art. 93.1 Tax Code of the Russian Federation;

— obtaining information from foreign government bodies within the framework of international treaties of the Russian Federation;

— carrying out examinations;

— translation into Russian of documents submitted by the taxpayer in a foreign language.

The total period of suspension of an on-site tax audit cannot exceed six months (clause 9 of Article 89 of the Tax Code of the Russian Federation), in some cases the suspension period can be extended for another three months.

After an audit or control measures, the calculations are reconciled and unpaid or overpaid taxes are identified. If the company agrees with the results of the tax audit, then repayment of tax debts is carried out in accordance with Art. 49 of the Tax Code of the Russian Federation. If it does not agree, it may file an appeal against the decision of the tax authority in the manner provided for in Art. 101.2 Tax Code of the Russian Federation.

Payments to creditors

After approval of the interim liquidation balance sheet, the liquidation commission begins to make payments to creditors. The order of payments is established by Art. 64 Civil Code of the Russian Federation:

- first of all, the claims of citizens to whom the liquidated legal entity is liable for causing harm to life or health are satisfied, by capitalizing the corresponding time payments, as well as for claims for compensation for moral damage;

- secondly, calculations are made for the payment of severance pay and wages of persons working or who worked under an employment contract, and for the payment of remuneration to the authors of the results of intellectual activity;

- thirdly, settlements are made for mandatory payments to the budget and extra-budgetary funds;

- fourthly, settlements with other creditors are made.

Moreover, the claims of creditors of each priority are satisfied after the demands of the creditors of the previous priority are fully satisfied. It should also be taken into account that payments to third and fourth priority creditors are made after a month from the date of approval of the interim liquidation balance sheet.

If a tax audit reveals underpayments of taxes, they are satisfied in third place.

If the liquidated enterprise does not have enough funds in its accounts to satisfy the claims of creditors, then the liquidation commission sells the property of the legal entity at public auction in the manner established for the execution of court decisions (Clause 3 of Article 63 of the Civil Code of the Russian Federation).

If, after the sale of property (including property rights), the company does not have enough funds to satisfy creditors of any priority, then payment is made proportionally.

In accordance with paragraph 6 of Art. 64 of the Civil Code of the Russian Federation, claims of creditors that are not satisfied due to the insufficiency of the property of the legal entity being liquidated are considered extinguished. Claims of creditors that were not recognized by the liquidation commission are considered extinguished if the creditor did not file a claim in court, as well as claims the satisfaction of which was denied to the creditor by a court decision.

If the liquidation commission refuses to satisfy the creditor's claims or evades their consideration, the creditor has the right, before the liquidation balance sheet of the legal entity is approved, to file a claim with the liquidation commission. By a court decision, the creditor’s claims can be satisfied at the expense of the remaining property of the liquidated legal entity (Clause 4, Article 64 of the Civil Code of the Russian Federation).

In accordance with paragraph 5 of Art. 63 of the Civil Code of the Russian Federation, after completing settlements with creditors, after taking an inventory of the remaining property, the liquidation commission draws up a liquidation balance sheet, which is approved by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity at the general meeting of founders by a simple majority.

State registration of liquidation

The liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased its activities after making an entry to this effect in the Unified State Register of Legal Entities.

After completion of the liquidation process of a legal entity, the following are submitted to the registration authority (clause 1, article 21 of Law No. 129-FZ):

- an application signed by the applicant in form No. P16001 (approved by Government Decree No. 439);

— final liquidation balance sheet;

- payment order confirming the fact of payment of the state duty (currently - 800 rubles, subparagraphs 1 and 3 of paragraph 1 of Article 333.33 of the Tax Code of the Russian Federation);

— a document confirming the submission of information on individual personalized accounting to the territorial body of the Pension Fund of the Russian Federation.

The applicant's signature is certified by a notary. The registration authority does not have the right to require any additional documents, including those confirming the completion of settlements with creditors (for example, a certificate of absence of debt from the tax authority).

Based on the submitted package of documents, the registration (tax) authority makes an entry on the state registration of liquidation of the legal entity and issues (sends) a certificate in form No. P15001 and an extract from the Unified State Register of Legal Entities at the location of the legal entity.

The registration authority may refuse state registration of liquidation of a legal entity only in the following cases:

— not all documents have been submitted by the liquidator or the liquidation commission for state registration of liquidation of a legal entity or the documents are not drawn up in accordance with the law;

— documents submitted by the liquidator or liquidation commission for state registration of liquidation of a legal entity are submitted before the expiration of a two-month period from the date of publication of information on the liquidation of a legal entity;

— the tax authority has information about the failure to satisfy the claims of creditors (including claims for mandatory payments);

- when it is discovered that the property of the liquidated legal entity is insufficient to satisfy the claims of creditors.

Law No. 129-FZ establishes that the liquidation commission (liquidator) notifies the registration body of the completion of the liquidation process of a legal entity no earlier than two months from the date of publication in the press by the liquidation commission (liquidator) of a publication on the liquidation of a legal entity (clause 2 of Art. 22).

Summarizing what has been said, we can say with confidence that the voluntary liquidation procedure, if the company has property to cover all debts, will take at least 3.5 months, and if there is not enough property, then, taking into account litigation, it can drag on for several years.

Transfer of remaining property

According to paragraph 7 of Art. 63 of the Civil Code of the Russian Federation, the property of a legal entity remaining after satisfaction of the creditors’ claims is transferred to its founders (participants) who have proprietary rights to this property or rights of obligation in relation to this legal entity, unless otherwise provided by law, other legal acts or constituent documents of the legal entity. The procedure for distributing the remaining property is enshrined in Art. 58 of Law No. 14-FZ. The property of the liquidated company remaining after completion of settlements with creditors is distributed by the liquidation commission among the company's participants in the following order:

— first of all, payment to the company participants of the distributed but unpaid part of the profit is carried out;

— secondly, the property of the liquidated company is distributed among the company’s participants in proportion to their shares in the authorized capital of the company.

The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied.

If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.

Termination of employment contracts

When a legal entity is liquidated, maintaining labor relations becomes impossible.

The basis for dismissal of employees in this case should be a decision to liquidate a legal entity made by organizations or persons authorized by law.

In parallel with the liquidation procedure, all issues related to the termination of employment contracts with employees must be resolved. In this case, all procedures stipulated by law for dismissal in connection with the liquidation of the organization must be observed.

Thus, when making a decision to liquidate an organization, the employer (chairman of the liquidation commission) must take the following actions.

1. Warn the employment service body about the dismissal of workers no later than two months before the start of the relevant measures (that is, before the day of dismissal of the first employee) and indicate the position, profession, specialty and qualification requirements, conditions of payment for each specific employee, for example:

Limited Liability Company "Business People"

Ref. dated "___"_____2010 No. ____

Head of the Employment Center

Central Administrative District of Moscow

Address:_______________________________

We hereby inform you about the liquidation of the Limited Liability Company “Business People” based on the decision of the meeting of the founders of LLC “Business People”, documented in Minutes No. 1 dated December 9, 2009, and the dismissal of the following employees of the company from February 13, 2010:

Information about employees being laid off in connection with the liquidation of Delovye Lyudi LLC

Base:

Minutes of the meeting of founders dated December 9, 2009 No. 1.

General Director P.P. Petrov

LLC "Business People"

2. Warn each employee personally, against signature, about the upcoming dismissal no later than two months before the dismissal (Article 180 of the Labor Code of the Russian Federation). If an employee refuses to sign a notice of dismissal, a corresponding act is drawn up.

In practice, a notification can be issued after the authorized body has made a decision to liquidate the organization (a court decision).

For example:

Limited Liability Company "Business People"

Foreman of the production department

Ivanov I.I.

NOTIFICATION

Dear Ivan Ivanovich!

We notify you that based on the decision of the meeting of the founders of Delovye Lyudi LLC, documented in Minutes No. 1 dated December 9, 2009, Delovye Lyudi LLC will be liquidated. The employment contract with you dated April 18, 2009 No. 2 will be terminated early on the basis of clause 1, part 1, art. 81 of the Labor Code of the Russian Federation - liquidation of an organization.

After two months from the date of receipt of this notice, employees will be dismissed on the basis of clause 1, part 1, art. 81 of the Labor Code of the Russian Federation with payment of severance pay in the amount of average monthly earnings.

You will be informed about the payment procedure by your immediate supervisor.

The employee may terminate the employment contract before the expiration of this notice. In this case, in accordance with Part 3 of Art. 180 of the Labor Code of the Russian Federation, he will be paid additional monetary compensation in the amount of average earnings, calculated in proportion to the time remaining before the expiration of the notice of dismissal.

If you agree to dismissal before the expiration of the notice period, we ask you to make a written statement accordingly.

General Director P.P. Petrov

December 10, 2009

Acquainted:

__________ I.I. Ivanov

Limited Liability Company "Business People"

ACT On the employee’s refusal to receive a notice of dismissal due to the liquidation of the organization

10.12.2009 № 5

This act is drawn up in that the foreman of the production department I.I. Ivanov refused to sign for receipt of notice of dismissal due to the liquidation of the organization.

The contents of the notice were announced by I.I. Ivanov orally by his immediate supervisor - the head of the production department S.S. Sidorov in the presence of the production department foreman Ch.Ch. Chizhik and HR manager P.P. Pyzhik, which is confirmed by the corresponding signatures.

Addendum: notification dated 12/10/2009

The act was drawn up:

Head of HR Department V.V. Voroshilova

Fact of refusal of employee I.I. Ivanov from the receipt I confirm:

production department foreman Ch.Ch. Chizhik

HR manager P.P. Fawn

3. The employer, with the written consent of the employee, has the right to terminate the employment contract with him under clause 1 of Art. 81 of the Labor Code of the Russian Federation before the expiration of the two-month warning period, if he simultaneously pays additional compensation in the amount of the employee’s average earnings, calculated in proportion to the time remaining before the expiration of the notice period for dismissal (Article 180 of the Labor Code of the Russian Federation).

4. Upon dismissal in the event of liquidation of the organization, the employee is paid severance pay, and in some cases the average monthly salary is also retained for a longer period (Articles 178 and 180 of the Labor Code of the Russian Federation).

5. An order is issued (Appendix 3) indicating the date and reason for dismissal. The employee must be familiarized with the order against signature. If the employee refuses to sign the order, a corresponding act is drawn up.

Since the process of liquidating an organization takes a fairly long period, the dismissal of employees should be carried out no earlier than two months after the employees receive notifications, but no later than the date of exclusion of the organization from the Unified State Register of Legal Entities.

6. On the day of dismissal (last day of work), a final settlement is made with the employee, including payment of compensation for all unused vacations, and a work book with a record of dismissal is issued. If an employee refuses to receive a work book in hand, a corresponding act is drawn up. On the same day, a notification is sent to the employee’s place of residence with an offer to appear for a work book or to agree to have it sent by mail.

7. The guarantees provided by law for certain categories of employees (pregnant women, single mothers, minors) do not apply upon dismissal due to liquidation.

Features of liquidation of an LLC with debts

The peculiarity of closing a limited liability company that has debts is to first pay off the debt obligations. In addition, there are the following methods for liquidating an organization:

1. Forced liquidation. It is carried out by decision of a court or other body that has such a right (for example, the tax service).
2. Liquidation at your own request. The founders of the company themselves initiate the closure of the organization.
3. Enterprise bankruptcy. This is relevant if the company is declared insolvent.

But any method of liquidating a company entails its exclusion from the unified registration book.

Judicially

A decision to liquidate a certain economic entity can be made through the courts.

The initiators can be:

• creditors if there is debt;
• tax service;
• other government agencies, for example, the Pension Fund of the Russian Federation in the absence of deductions or the antimonopoly authority;
• one of the founders;
• prosecutor's office

A special case is the consideration by the court of a case on recognizing a legal entity as an insolvent debtor (bankrupt).

It can be accepted upon application:

• The debtor himself (this is not only his right, but also his obligation, since timely commencement of bankruptcy will avoid many negative consequences).
• Interested parties, in particular creditors.

A sample application for bankruptcy of a legal entity is here.

Despite the fact that bankruptcy and liquidation are different procedures, the former may result in the termination of activities.

The procedure for voluntary liquidation is regulated by current legislation. How is the liquidation of an HOA carried out by a general meeting of owners? Read here.

How is a maternity leaver dismissed during the liquidation of an enterprise? Details in this article.

Legal advice (video)

In this video, the lawyer talks in detail about such a phenomenon as the liquidation of an LLC or individual entrepreneur - who can initiate the process, what are the ways to close a company, etc.

https://youtu.be/VpFzvzHrzUM

Liquidation of a company is a long process, but at the same time it can be necessary. It has many benefits, including getting rid of debt. Liquidation can be carried out in different ways (compulsory, voluntary or through bankruptcy proceedings), and the cost and timing depend on many factors.

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