Voluntary liquidation of a legal entity involves the termination of the relevant activities, in which case the transfer of duties and rights to other persons is not foreseen under any circumstances. It is important to note that the process analyzed in the article is carried out strictly according to the current legislation of the Russian Federation. How does everything happen in practice? What is the company's liquidation plan? Does the company management have the opportunity to choose the most optimal path? Answers to these and other equally important questions can be found in the process of reading this article.
Company liquidation procedure
It is important to note that the liquidation plan of the company on a voluntary basis is unified and includes a number of stages:
- The final decision by the founders of the company. It should be noted that this decision is documented. Together with him, a commission or liquidator is elected, through whose efforts the liquidation of the company is carried out. By the way, at the discretion of the association, all the rights of the structure can go to these responsible persons.
- Notification of the registration authority. Submission of the relevant document is carried out within 3 days after the decision.
- Publication of information that there is a voluntary liquidation of the company in the Bulletin of State Registration.
- Implementation of the inventory of property complexes, as well as current obligations. At the same stage, creditors are notified of the start of the closure of the association.
- Formation of an intermediate balance.
- Debt payments upon liquidation of the company to creditors must be repaid at a specific time.
- The formation of the liquidation balance sheet, which is approved by the founders of the company.
- Submission of documentation to the registration authority to make a specific liquidation entry in the Unified State Register of Legal Entities.
Legislative framework
Voluntary liquidation of the company is carried out in accordance with a specific procedure, which is regulated by the regulatory framework:
- Civil Code of Russia.
- Federal Law “On State Registration of Individual Entrepreneurs and Legal Entities”.
- Laws that govern the nuances of different types of associations.
The beginning of the liquidation process
The decision that voluntary liquidation of the company is appropriate entails the implementation by the legal entity of a number of actions that are provided for by law. It should be noted that from the very beginning of the relevant procedure and to its absolute conclusion it is necessary to go through a difficult path, which includes a large number of stages.
Interestingly, the Russian legislation does not provide a clear list of grounds related to the liquidation of a legal entity on a voluntary basis. However, in accordance with article 61 of the Russian Civil Code, two reasons for the liquidation of the company are identified:
- The expiration of time for which society was originally formed.
- No need for further activities of the association.
Thus, the liquidation of firms is defined as a process, the decision on the conduct of which has the right to make exclusively authorized body. It is this decision, as a rule, that serves as the basis that sets the starting point for the voluntary closure of the association.
Specific reasons
The key reasons for the voluntary liquidation of a company are the following:
- Achieving the original goal. So, the further activities of the association make no sense.
- Expiration of the period for which the organization was formed.
- The relevance of the unprofitability of society, which in the future, as a rule, leads to significant losses.
- Lack of new ideas related to business development.
- The emergence of certain disagreements between the founders.
- Lack of actual activity.
Step-by-step elimination
To begin with, it should be noted that the liquidation of firms, as a rule, lasts several months. So, during this period of time, it is necessary to go through specific stages. It should be added that the closure of the legal entity, one way or another, implies compliance with all key rules. If this fact is neglected, the registration authorities may refuse to carry out the procedure or determine the time to correct the mistakes made. Naturally, this alignment in any case leads to a significant increase in the term for closing a legal entity.
As it turned out, any means of liquidation of the company require a decision to close as a starting point a fairly complex procedure. It is accepted at a general meeting, during which a liquidation commission or liquidator is appointed, to whom the rights related to the management of the association and the representation of its interests without an appropriate power of attorney will be transferred. It is important to note that within three days a notice is submitted to the state registration authority regarding the decision.
Thus, the association is obliged to notify of the beginning of the liquidation process of all creditors to which the organization owes a certain amount of money. It is important to supplement that the notice is obligatory issued in writing.
The activities of the liquidation commission
During the liquidation procedure, the relevant commission undertakes to conduct control over it. So, her duties include the following items:
- Submission of a notice to the state registration authority.
- Preparation of necessary documents.
- Publication of information on the beginning of the liquidation process in the newsletter.
In other words, the commission has the responsibility and responsibility to comply with the requirements for the liquidation procedure established by Russian law.
Tax and Duty Check
It is important to note that the check by the state bodies for taxes and duties is carried out before the formation of the interim balance sheet. By the way, holding such an event is not always advisable. For example, “zero” companies are almost not subject to appropriate control.
One way or another, the association needs to prepare in advance the documentation that may be required to carry out the audit. In case of preliminary appointment of the date of the event, it is prohibited to carry out actions in relation to the liquidation procedure until it is completed.
Company liquidation: reporting
In the process of carrying out the liquidation procedure, the legal entity undertakes to prepare, as well as hand over the balance sheet, both of an intermediate and final nature. Thus, the intermediate type of documentation should contain the following information:
- Information about the property of the liquidated organization.
- The list of claims made by creditors and the results of their consideration.
It is important to supplement that, after preparing the balance sheets, it is necessary to submit Form P15001 to the State Tax Inspectorate. Preparation of the final balance sheet document is carried out only after settlement with absolutely all creditors of the company.
Dismissal of employees
It should be noted that the employees of the liquidated organization must be dismissed in accordance with the norms of the Labor Code of Russia. In addition, it is very important to take into account all the required compensation payments and guarantees.
The obligation to notify state employment agencies of the upcoming event rests with the leadership of the association. The notification must be carried out two months before the dismissal in selective terms and three months when the mass dismissal is planned.
Calculations
The main duty of the appointed liquidator is to take all possible measures to identify creditors and to further satisfy their requirements regarding the performance of debt obligations. Then, when the liquidated organization does not have the necessary funds in order to pay off all debts, the liquidator has the full right to put up property belonging to the legal entity for auction. The product of the sale of property complexes is similar to the procedure that is provided for the execution of judgments. If the repayment of debt is not possible even after the sale of the property, the liquidator agrees to question the bankruptcy of the legal entity or the filing of the appropriate application to the arbitration courts.
Closing current accounts
First you need to notice, that the current account of a legal entity can be closed only after the absolute repayment of debts to the founders and creditors. There are no specific deadlines for the implementation of the procedure. That is why the liquidation commission or the liquidator is vested with the right to conduct it at the most convenient time. It should be noted that the account must be relevant throughout the entire period of the procedure. Accounts can be closed when a full settlement is made with creditors on the relevant obligations and liquidation documentation is issued. Directly closing accounts is carried out after completing the application and presenting the relevant extract from the register.
State registration of the liquidation of the association is carried out at its location within a predetermined period. It is important to add that the deadline for registering information on closure should not exceed 5 business days. The liquidation process will be considered completed only after making the appropriate entry in the Unified State Register of Legal Entities.
Required Documentation
To close a legal entity, the following documentation is required today:
- Application drawn up in accordance with form P15001. One way or another, it requires notary certification of all signatures.
- Notification issued in accordance with form P15002. It mainly concerns the creation of a liquidation commission or the election of a liquidator. In addition, it is necessary to certify the signature by notarial means.
- The decision on the implementation of the liquidation in duplicate.
- A document in the form of P16001, certified by a notary.
- Prepared balance information.
- A receipt confirming the operation to pay the fee.
It is important to add that the certification of signatures on notifications of taxes and fees is made by presenting to the notary all the constituent documentation. The final nuance is the need to store post-liquidation documents for the period established by the relevant state structures.
Closing dates
To begin with, it should be noted that the time period for the liquidation procedure in relation to a legal entity completely depends on the state of its accounting documents (financial statements) and financial situation (presence or absence of certain debts to creditors). As a rule, the total time period for closing an enterprise does not exceed six months.If the tax service detects certain violations or omissions, the period is usually extended to 1 year.
It is important to add that a legal entity whose economic turnover (sales volume) is not very large, and there are no debts to creditors at all, has the opportunity to liquidate its own activities within 2 months (the period is significantly reduced, isn’t it !?) The presence of certain debts says that the liquidation period will increase significantly. Why? The fact is that then it will be necessary to send appropriate notifications to all creditors for which there are certain amounts of debts. It should be added that the period of claims of the latter should not exceed 2 months. So, the total period of the process of voluntary liquidation of a legal entity is at least four months.