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Liquidation of the company. Liquidation of the company with debts: the order, methods, terms

The admissibility of liquidation of a commercial or non-commercial organization is fixed by the civil legislation of Russia, in particular, articles 61-64 of the Civil Code of the Russian Federation.

Elimination and its types

Liquidation implies the termination of both the activities of a legal entity and the existence of it. Methods of liquidation of the company are divided into two types. The first kind - voluntary, the second - forced. The latter is possible by decision of the judiciary.

It is necessary to distinguish between liquidation of the company and its reorganization. When a company is reorganized, its rights and obligations are transferred to the newly formed organizations, upon liquidation, they cease.

Voluntary liquidation

Completion of the organization's activities on a voluntary basis can be made at any time. To specify to the registering authority any grounds for such an action is not required, and the legislator did not specify a specific list of such grounds. At the same time, an example is the situation in which a legal entity is liquidated in connection with the attainment of any goal (if only it was created solely for this purpose). For example, if the founders established a limited liability company, whose purpose is to erect a certain structure. This goal is spelled out in the charter of the LLC. After the construction is completed, it is quite possible to liquidate the society in a voluntary mode.

Forced liquidation

Paragraph three of Article 61 of the Civil Code defines the reasons why an enterprise can be liquidated forcibly. It should be noted that such a form of liquidation is possible only on the basis of a court decision that came into force.

  1. If at creation of the company such serious infringements that can not be eliminated were committed, then such a company may be liquidated by a court decision. In this case, the right to appeal to the court has an authorized body, which in the suit may demand recognition of the state registration as invalid. When the demand is satisfied, the company liquidates (LLC, JSC, etc.).
  2. The next reason for compulsory liquidation can be the claim of a state body to an organization that engages in any activity without a license (if it is obligatory in this type of activity). The reason may be that this company is not (although it should) in a self-regulatory organization, as well as the lack of the necessary permission to admit to some work.
  3. If a company commits acts that are prohibited by law, it repeatedly or grossly violates Russian law.
  4. The following basis refers to non-profit organizations, such as religious and public associations, charitable foundations, etc. In case of permanent implementation by these organizations of activities that are contrary to their statutory goals, the interested government body may demand their liquidation.
  5. The Civil Code of the Russian Federation determines that liquidation through a court can be carried out on the basis of a claim by the founder. Such a claim is filed by a company participant if it can not continue its activities or it is rather difficult.
  6. The list of grounds for compulsory liquidation presented in the Civil Code of the Russian Federation is not at all exhaustive. Therefore, the developers of the Civil Code have established an additional subparagraph that determines that the compulsory liquidation of a management company or any other is possible in other cases that may be provided for by some other laws.

Special base

Such grounds are considered to be liquidation of the company with debts in accordance with the provisions of the law on insolvency and bankruptcy. If the organization does not have sufficient property and funds to settle with all its creditors, then the termination of the activities of such a company must be carried out through the court. It is also possible to voluntarily liquidate such an insolvent organization, but only by agreement with all its creditors.

Also, the following obligation of the liquidation commission is established by the legislation, which conducts the procedure on other grounds. If there is a lack of funds in the process of liquidating the company in order to cover all of its debts to third parties, this commission must file an appropriate application with the court demanding that the company be declared bankrupt.

If such a commission has not yet been determined, then such a declaration is submitted by the founder, the owner of the property.

Authorized bodies

To submit a claim to the court on the grounds listed in paragraphs 1 to 4 can be made by state bodies, and this function can be assigned to local self-government bodies, their state vested such powers. For example, it can be the tax authorities, the Central Bank of Russia, the federal body that controls insurance activities, and others. Such powers may be granted to these departments by legislative acts. For the listed bodies, such laws will include the Tax Code, the Law on Banks, the Law on the Organization of Insurance (when the insurance company is liquidated), in which these powers are expressly provided.

Responsibilities following the decision

The procedure for liquidation of the company is rather long, and not instantaneous. Information that the organization is in the course of liquidation must be transferred and recorded in the Unified State Register of Legal Entities. Any interested person can familiarize with this information.

The legislator laid on the founders of the liquidated company, which decided to terminate the activity, certain duties. This is done to prevent violations of the rights of third parties that may be associated with this procedure, as well as to facilitate better oversight of the state for the process of termination.

One of such duties is the prompt and timely (within 3 days) notification of the registering institution about the accepted intention with indication of the terms of liquidation and order.

The next obligation of the organization's participants is to carry out liquidation activities. And in those cases when the property and money for this is not enough, the participants should hold these events at their own expense. If they refuse or evade this, the judicial authority may appoint an arbitration administrator.

Liquidation Commission

The next step of the company's participants, who took the decision on liquidation, is the selection and appointment of the liquidation commission, which is given a certain period for the fulfillment of the task. Since the creation of this commission, it has become the governing body of this company.

It should be noted that although the decision to liquidate is taken, the company does not lose its legal capacity in this connection. She also has the rights to conclude deals and other actions. The only thing, all these actions should now be aimed at achieving one goal - the liquidation of the organization.

It is assumed that the liquidation commission, in the performance of the duties assigned to it, will act objectively, honestly, to perform all its actions taking into account the interests of not only the company itself, but also its creditors.

Features of liquidation of legal entities with various organizational and legal forms are established by special regulatory acts regulating their activities. When determining the timing of the liquidation commission, in which it must complete the procedure, these features must be taken into account.

Procedure for liquidation

The order of liquidation is as follows. After its appointment, the liquidation committee places a notice in the print media. The announcement should indicate which legal entity is liquidated, the deadline for admission, the procedure for claiming the claims of the creditors of the liquidated person, which must not be less than 2 months after the publication of the publication.

Placement of an advertisement in the media does not exempt the liquidation commission from the establishment of creditors and their written notification that the company is liquidating. The deadlines for the submission of claims must also be specified. In addition, it must establish and debtors of the organization, to take measures to return debts from them.

At the end of the period for accepting creditors' claims, an intermediate liquidation balance sheet is drawn up. It notes which property is available to the company, a list of creditors with a breakdown of debts, indicates the requirements for which there is a court decision that came into force. Then this balance is subject to approval by the participants of the organization, its founders. The essence of this balance is the identification of all creditors, the calculation of all property and the determination of the sufficiency of this property for the repayment of all arrears. The creditors' claims must be confirmed by written documents. These may be court decisions, contracts concluded with the liquidated enterprise, securities, etc.

Satisfaction of claims of creditors is made as follows. At first these requirements are satisfied by the funds available to the organization. If those are not enough, then the rest of the property is sold. Sale is carried out by means of bidding. In this case, the bidding is not required if the value of an object is less than 100,000 rubles. If there is a shortage of the sold property, the case is submitted to the court for recognition of bankruptcy.

Having completed the settlement with creditors, the commission prepares the final liquidation balance sheet, also approved by the founders. If after all calculations the company has any funds left, they are transferred to the founders. All documents are sent to the authorized state body.

Since the entry of data on the termination of the company's activities in the USRLE, the company ceases to exist and is considered liquidated.

Settlement with creditors

Settlement with third parties to whom the legal entity is in arrears is made in accordance with the order of priority. The legislation establishes four stages, the requirements of each of which must be met after satisfying the requirements of the previous one.

  • The first priority is for citizens to whom the company has a responsibility for causing damage to their lives or health.
  • The second stage - wages, weekend benefits of employees of the liquidated legal entity, as well as settlements with the authors.
  • The third stage is mandatory payments to the budget.
  • The fourth line is the rest of the creditors.

Settlements with creditors of these queues begin immediately after the approval of the interim liquidation balance sheet.

Stand apart are the creditors whose obligations are guaranteed by the pledge of the property of the liquidated firm. Their claims are satisfied from the proceeds from the sale of such collateral. They have an advantage over other creditors, except for entities from the 1 st and 2 nd queue, before what obligations the company arose before signing the pledge agreement. If the money received from the sale of collateral is not enough to cover the entire debt to the secured creditor, the missing part of the debt goes to the fourth turn.

When calculating with creditors, if there are not enough funds for the absolute satisfaction of their claims, the money amounts are distributed proportionally to the amounts of their claims.

Inactive organization

On a separate basis, a legal entity can be liquidated, which for one year did not pass the statutory reporting on taxes and fees. Also, in order to consider such a person to have ceased operations, it is necessary that it does not produce a single banking transaction during this period.

Bankruptcy of a legal entity

Bankruptcy is considered one of the reasons for the termination of the company. As well as the necessary liquidation of the company, bankruptcy can be carried out voluntarily or forcibly. The main sign that a legal entity becomes bankrupt is its insolvency, that is, the lack of opportunity to pay off all its creditors. The Federal Law "On Insolvency (Bankruptcy)" fully reveals the features of the bankruptcy procedure . One of these features of bankruptcy is that the aforementioned law provides not only the process in which the company liquidates debts, but also all sorts of activities aimed at financial recovery of the legal entity and subsequent settlement with creditors.

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