Grounds for liquidation of an enterprise. Elimination through the change of founders

Eliminate the enterprise is usually solved when the company has accumulated a lot of debts or further activities are inappropriate. The process can go on a voluntary or compulsory basis. In the first case, it is initiated by the founders, and the reasons for the liquidation may be very different, including personal ones. Forcibly, the enterprise is closed on the clear grounds prescribed in the law. In the article, we will consider the reasons for this procedure, how the liquidation is effected through a change of founders, as well as other types and aspects of this procedure.

Grounds for liquidation

If the company is closed forcibly, then a court decision is required, which is made in the following cases:

• When the organization was established, blatant violations were revealed, which can not be rectified or founders could, but did not correct them;
• Activities for which mandatory licensing is required was conducted without this permission;
• Due to the recognition of the enterprise as a bankrupt;
• In carrying out its activities, the company violates the law.

At the same time, the liquidation of an enterprise is carried out not on the initiative of the court, but because of the treatment of the claim by the interested party. It may be the registration authority, if the above circumstances are clarified. For example, if a legal entity was created without the will of the founder to do so, and the documents were falsified.

If the grounds for the liquidation of the legal entity arose from the founders of the company, then they can think about whether to take advantage of one of the alternative ways to close their company in order to avoid unnecessary red tape. One of the most common such methods is the change of founders.

Options for the change of founders

The founders are the persons who stood at its source and created the company. After the stage of registration of a legal entity is passed, they are called participants, and in joint-stock companies - shareholders.

Their change is a transaction, as a result of which a share or shares are transferred to a participant or several participants of an organization (or shareholders in an AO).

Elimination through the change of founders is carried out in the following ways:

• Selling a stake;
• The founder's exit without replacement by another;
• Replacement of participants.

Selling your share

Transactions where the share is alienated must be notarized. If this is not observed, then the contract is considered invalid. When the founder finally decided to sell the stake to the third person, it is necessary to take into account the specifics of this transaction. So:

• Only the share that is paid for can be alienated;
• Sale is possible only when the organization's statute allows it;
• It is necessary to take into account the preferential right to purchase other founders (this right only arises when the sale is made, this does not happen with the gift).

Sale is carried out in the manner prescribed by law.

First, the founder-seller notifies in writing other founders, as well as the organization of its intention and preferential right to purchase with the terms of sale. Unless otherwise provided by the charter, the decision for the founders is given 30 days.

If none of the participants has exercised their right to purchase, the founder can make a deal with the third person, assuring her of the notary. Within 3 days, the notary sends an application to the registering authority to make changes to the Register.

Documents for sale share

The law does not provide for a certain list of documents necessary for the transaction. Therefore, the notary requires that they be provided at their discretion. Usually such documents include:

• Application form;
• A document certifying the registration of jur. Person (certificate);
• The charter;
• The minutes of the general meeting, as well as the decision to appoint a director;
• An extract from the Register;
• Documents on the right to the alienated share.

On the transaction must attend all parties. In addition, other founders give their consent to its commission. At the same time, the state fee and other expenses are paid. The state fee is 0.5% of the contract amount, the remaining amount goes to the notary. Such a process is not cheap, and you need to work hard to meet all the conditions. Therefore, this method of change of the founder is often preferred by others.

The exit of the participant and the sale of the stake to the company

Alienation is possible without registration of the transaction with a notary, if other options for transferring rights to shares are applied. One of them is the exit of the participant and the sale of his share. Any founder is entitled to withdraw and sell his share. For an exit it is enough to write the corresponding statement. This right can be realized regardless of other participants.

Sale of a share to the company is another alternative way of alienation. The participant then refers to the organization with a demand to buy his share. The acquired share is distributed among the founders or sold to 3 persons.

Introducing a new member

In the case where the liquidation is to be made by changing the founders, first a new participant (if the founder is one) or participants is introduced into the organization. And only after that the conclusion of the previous composition is carried out.

This is a fairly frequent alternative means of elimination. However, it is suitable only for those founders who do not have debts. The fact is that the new owners of the organization will be responsible only for the time during which they stood at the helm of the company, as well as for those actions that they themselves carried out.

After all, if it turns out that the company had to pay taxes at that time while the previous owner was, and did not do so, it will be the responsibility of the company. That is why, if the reasons for liquidation of an enterprise are in debt, this method will not release the founder from the necessary payments.

It's another matter if there are no problems with debts, but you want to say goodbye to the firm as soon as possible . The liquidation of the enterprise by official means is too time-consuming and will take a lot of time. But if you change the founder, the issue will be resolved much faster.

How does the liquidation take place by changing the founders

So, at first they find a buyer of a share in the authorized capital, which can be any adequate and capable person who wants to acquire a company. Then the notary is given all the necessary documents in order to sign the contract of sale. Then follow these steps:

• Make a decision to change the founder;
• Appoint a new director;
• To issue a transfer certificate, in which both the new and the old director are signed.

After the transaction, a receipt for the receipt of funds is made. It is also desirable to arrange it with a notary. Then there will be no problems with the recognition of the contract void by either of the parties. On the change of the founder, the notary himself will send a notice to the registration authority so that the changes in the Unified State Register of Legal Entities will be made. This is done within 3 days.

Conclusion

Thus, the company will continue to exist. Perhaps the scope of activity in this case will be quite different. However, it will no longer belong to the former owner. In the shortest time, he will free himself from the burden of further business.