The liquidation of a legal entity in Russia means the termination of the operation of the enterprise with all the ensuing consequences, namely: the legal entity is excluded from the Unified State Register of Legal Entities, all its property, if it remains after the payment of debts to creditors, is divided between the co-owners. The rights of co-owners, as well as obligations, do not pass to other persons. The result is a complete exclusion from the legal relationship as a participant and the termination of existence. The liquidation procedure is strictly regulated by the current legislation of the Russian Federation and has a legal framework, going beyond the limits of which the procedure is already becoming illegal. Many companies offer fantastic actions to liquidate a company in a short time, but in the end everything turns out to be a lie. Next, we will describe how to terminate the activities of a legal entity in the Russian Federation.
Liquidation of a legal entity can take place in different ways and have different prerequisites and grounds for starting:
- voluntary liquidation of an LLC — possible if such a decision is made by the founders or shareholder themselves. However, they are not obliged to explain why they decided to act in this way. The most common reason is the inefficiency of an enterprise that does not make a profit and suffers losses, less often the end of the lease period for retail or production space becomes a prerequisite for the closure of an organization, as well as the lack of agreement between the founders of the company on its further development and functioning;
- compulsory liquidation of a legal entity — is carried out in the event that the organization's activities do not comply with the requirements of the legislation of the Russian Federation (conducted in violation of the law, showed unsatisfactory results of inspections, etc.);
- liquidation due to bankruptcy is the only way out in a situation when the company cannot pay off debts to creditors; possibly voluntary bankruptcy, or compulsory (at the request of creditors).
Liquidation of a company in Russia for the most common reasons
- The most common reasons that lead to company closure are:
- No need for the further existence of an LLC or JSC (for example, the company was opened for specific purposes, fulfilled its purpose, and then there is no need for its functioning).
- Undesirable indicators for a tax audit, inconsistency of the results of reports with the requirements of tax legislation.
- The presence of unreasonable expenses: the company practically does not make a profit, but requires investments.
- The presence of debts to creditors, which cannot be repaid on time for one reason or another.
- Lack of agreement on the future prospects of the company.
The main stages of liquidation of a company in Russia
The procedure is carried out in the following sequence:
- Making a decision on liquidation. The role of initiator can be played by the founders of the organization, representatives of the governing bodies. Another reason for starting the process may be a court decision (clause 3, article 61 of the Civil Code of the Russian Federation).
- Creation of a liquidation commission. A special body that is responsible for the management of the company and takes responsibility for all decisions is established at the second stage of liquidation of the legal entity. Most often, the commission consists of the company's management, representatives of the constituent organization, and employees of the enterprise. If an organization is closed not by a voluntary decision, but by compulsion, as a rule, the composition of the commission is determined by the court.
- Directly the process of liquidation. This is the main stage, during which one of the priority tasks of the liquidation commission is the mandatory notification of the closure of the enterprise by the state authorities. In addition, the data must be published in the State Registration Bulletin. It is necessary to carry out a number of actions: notify creditors if the organization has outstanding debts; draw up a report that comprehensively reflects the financial condition of the company at the current moment; organize the sale of the company's property, distribution of funds, etc. If it is impossible to repay debts, the company is declared bankrupt.
Liquidation of a company in Russia: possible ways
The process of liquidating a legal entity depends on the chosen method, which is determined by the state of affairs in the company. This could be:
- Alternative liquidation takes place in a very short time, this is the fastest and most inexpensive way to resolve the issue. In the Unified State Register of Legal Entities, the founders and the sole executive body of the legal entity are being replaced. In this case, it should be noted that such a procedure is possible in the absence of debt obligations.
- Complete liquidation, a procedure that takes 12 to 18 months. The main advantage of this method is the complete exclusion of the organization from the Unified State Register of Legal Entities. It makes no sense to start this process before a tax audit, since in the event of liquidation, such an audit is still carried out. This procedure is easy to translate into a bankruptcy procedure, and it can become its first stage if all the conditions for the liquidation of a legal entity are met. Upon completion of the process, a liquidation certificate is issued.
- The simplified bankruptcy procedure lasts from 6 to 12 months. In this case, it is necessary to submit requests to government agencies, obtain bank statements on the state of accounts, reconcile tax statements and prepare an interim balance sheet. To declare a legal entity bankrupt, you should apply to the arbitration court, which appoints an arbitration manager, placing on him all responsibility for conducting bankruptcy proceedings, taking inventory of the company's property and satisfying creditors' claims. As a result, the company is declared bankrupt, its property is sold to pay off debts, all accounts are closed, and documents are transferred to the archive. One of the most significant advantages of this method is the ability to avoid an on-site tax audit during the procedure, as well as to skip several stages of the bankruptcy procedure and start bankruptcy proceedings.
- Bankruptcy on the basis of an application from creditors occurs in the event of significant debts to counterparties. A legal entity can be liquidated by a court decision. In the event that the company does not fulfill its financial obligations, creditors have the right to file a statement of claim with the arbitration court and demand that the organization be declared bankrupt by a court decision with the subsequent repayment of all existing debts. If the company faces a similar outcome, it is necessary to withdraw all assets before starting the liquidation procedure.
Voluntary bankruptcy is carried out if the founders make a decision about the impossibility of fulfilling their financial obligations in the future. When a company has significant financial obligations to other organizations and budgetary funds, often the only way out of the situation is voluntary bankruptcy of a legal entity. To declare yourself bankrupt, you must go to the arbitration court. An expert examination is carried out without fail, which establishes whether there is a fact of fictitious bankruptcy and other illegal actions. As a rule, an on-site tax audit is also carried out, especially in the presence of tax arrears. However, with the right approach, a tax audit can be avoided.
Liquidation of a company in Russia and its value
Legal Company «Dom-Prava» offers professional services for the liquidation of a legal entity. We carry out liquidation in various ways depending on the situation, we work with both small and large organizations, we cooperate with notaries of the European Union. If necessary, we can replace the participants and directors of the enterprise with non-residents, citizens of European countries.
Our specialists work throughout Russia. Our company is an agent of a certification center, and we have the ability to issue electronic digital signatures for registration actions, including in the Federal Tax Service of the Russian Federation. With our help, the liquidation procedure will take place on time, without problems and difficulties. We will help you to successfully resolve all disputable situations and eliminate the problem with minimum losses and maximum benefits, taking into account all the features of a particular case. The cost of services depends on the grounds on which you need to liquidate a legal entity. The bankruptcy procedure is applied only if there are significant debts to creditors and the budget.