The closure of a company is a complex and lengthy process governed by various regulations. For this, a liquidation commission of a legal entity is necessarily created. Information about its organization is provided to the Federal Tax Service, which further leads to the exclusion of the company from the register. The head of the company must understand who can be included in the liquidation commission, what are its main tasks and functions, and also what actions are performed by its members.
Requirements for Participants
There are no clear requirements in the Civil Code for the persons included in the commission, but when closing specific and large enterprises certain specialists should be included in the composition. All the nuances of the creation and work of the liquidation commission of a legal entity are listed in Art. 62 Civil Code. The main features of her work are as follows:
- after the formation of the commission, the transfer of powers related to the management of the company to the members of the new body;
- company employees continue to participate in the activities of the enterprise until the final closure;
- members of the commission represent the interests of the company at court sessions, and it is not required to draw up a notarized power of attorney;
- the chairman signs claims and other documents;
- work is carried out in the interests of the organization being closed and creditors;
- the commission is a collegial body, therefore a quorum is required to make any important decision.
It is advisable for each company to formulate a special provision on the commission. It includes information on what is the optimal composition of the liquidation commission during the liquidation of a legal entity, when it is created, and what powers it is vested with.
The role of the collegial body
The main purpose of this commission is the correct closure of the company. Therefore, if the management of the enterprise decides to stop the work of the company, then a commission is necessarily formed.
Information about this body is entered in the register, for which an application is submitted to the Federal Tax Service.
Commission composition
The rules for the formation and composition of the liquidation commission are determined by the internal documents of the company. The composition can be determined not only by the leaders of the company, but also by auctioneers or the court, if there is a forced closure of the company.
The legislation does not have exact requirements for members of the commission, so all issues are resolved at a meeting of the founders. Often, experts are appointed by the court. Be sure to select a chairman. Usually included in the composition of the founders of the company, people who held senior positions in the company, as well as ordinary employees.
It is the chairman who initiates the termination of the company. Usually he is represented by the general director of the enterprise.
How does the company close?
The director of the enterprise is obliged to understand all the nuances of the procedure. The efficiency and legality of closing a company depends on this. Consider in more detail the stages of the liquidation of a legal entity:
- a decision is taken at the shareholders meeting regarding the need to close the company;
- an order is issued by the head confirming the termination of the organization’s functioning, and it necessarily includes information on what are the deadlines for closing the company, as well as other organizational issues;
- a liquidation commission is formed, which then deals with the management of the company and the implementation of all actions aimed at terminating the enterprise;
- an order is issued on the basis of which the chairman of the commission is appointed;
- creditors are notified of the closure of the company;
- information is published on the liquidation of the company in open sources;
- an interim liquidation balance sheet is being formed;
- contracts with different counterparties are terminated;
- repayment of existing debts;
- funds are collected from debtors;
- taxes and other obligatory payments are paid;
- the final liquidation balance is drawn up and sent to the Federal Tax Service;
- terminated employment contracts with employees;
- an application for closing the company is sent to the tax service;
- within 5 days, changes are made to the USRLE, after which the company is liquidated.
The main actions related to the termination of the company are carried out precisely by members of the appointed commission.
What authority is granted?
Each head of the company should know what the powers of the liquidation committee of a legal entity are. The algorithm of actions and the list of powers is as follows:
- notified registration authorities of the termination of the company;
- information is published in open print media about the planned liquidation of the company, and the term for closing the enterprise and the procedure on the basis of which applications from creditors are necessarily indicated;
- within the next two months, applications from creditors are accepted;
- all known creditors are given a notice in person;
- a liquidation balance sheet is prepared within the statutory deadlines, containing information about the receivables, debts of the company, as well as all available assets and liabilities;
- Decisions are indicated that are designed to minimize the debt of the organization;
- if necessary, property owned by the company is sold, for which open bidding is held, which allows you to pay off existing debts;
- the final balance sheet is formed, in which there are no debts of the enterprise, therefore, all the requirements presented are previously satisfied;
- the balance sheet contains information on the financial condition of the company at the time of liquidation;
- reconciliation of settlements with counterparties and the Federal Tax Service;
- after all payments are transferred, the remaining funds and property are distributed among the founders;
- To stop the process of closing the company, a corresponding application is submitted to the Federal Tax Service.
After all the actions are completed, information on the liquidation of the enterprise is entered into the Unified State Register of Legal Entities. On this, the work of the liquidation commission of a legal entity is considered completed.
What actions are carried out by members of the commission?
Each owner of the company must understand the concept and grounds of liquidation of a legal entity. The efficiency and correctness of the implementation of all stages depends on this. The liquidation commission is obliged to carry out numerous actions during its work:
- inventory of property owned by the company, and not only the values available at the head office, but also in all divisions, if any, are taken into account;
- all assets of the company are displayed in the inventory with their careful analysis and characteristics;
- data is collected on persons who are creditors of the organization;
- employees of the company are dismissed, for which the standard procedure is used, which involves issuing an order, transmitting a notification to employees, entering the necessary information into work books and transferring the due payments to specialists;
- analysis of payments that should be transferred to the tax service and other organizations;
- if the company does not have funds to pay off debts, then the process of selling the property is carried out, for which electronic debts are carried out;
- analyzes all available debts, which allows you to recover funds from debtors or sue creditors in case of doubtful debts;
- the assets remaining after performing all stages are distributed among the founders of the company;
- all documents related to the closure of the company are prepared precisely by members of the commission.
Members of the liquidation committee of a legal entity must ensure that the company has been expelled from the register.
When is property sold?
The powers of the liquidation commission of a legal entity are extensive, but they cannot contradict the requirements of the law. Often in the process of studying the financial condition of a company, it turns out that it cannot pay off debts at the expense of available funds.
Under such conditions, the duties of the liquidation commission during the liquidation of a legal entity include an auction. Its purpose is the sale of assets of the enterprise.
How are assets sold?
The process of selling property consists of the following steps:
- an independent appraiser is involved in determining the optimal value of assets;
- an electronic site is selected through which the auction will be held;
- a contract is concluded with the operator;
- the date of the tender is set, after which the information is published in open sources;
- a direct auction is held at which property is purchased by the participant who has offered the highest value;
- real estate is initially sold, after which the non-production and production assets of the company are sold.
For the sale of property drawn up a contract of sale. If the liquidation commission of a legal entity understands that the proceeds are not enough to pay off the debts, then the assets of the persons responsible for the debts of the enterprise may be sold.
The nuances of drawing up a liquidation balance sheet
Upon liquidation of a legal entity, the rights of the liquidation commission are extensive, but at the same time, it also has certain obligations. These include the need to draw up a competent liquidation balance sheet. It must meet certain requirements. The features of the formation of documentation include:
- an interim and final balance is drawn up;
- the first document contains information about the obligations of the company;
- the final balance is drawn up exclusively after paying off all the debts of the enterprise;
- different information is entered into the documentation, which includes the date of compilation, company details, company assets and liabilities, type of activity and legal address.
If all the requirements are met by the commission, then the process of closing the company is considered simple and quick.
The specifics of the chairman
Most often, the chairman is the CEO of the company. He is the initiator of the closure of the company and the formation of the liquidation commission. The procedure for its formation is provided for by internal regulatory documents of the company.
The chairman is responsible for all actions and decisions taken by the commission. He is vested with special powers to perform the necessary procedures and actions to terminate the work of the company. They must take into account the requirements of the law. It is he who signs the liquidation balance sheet and other documents.
Key responsibilities of the chairman
The duties of the chairman are as follows:
- providing a decision to close the company to the Federal Tax Service;
- informing creditors of the termination of the organization;
- study and signing of various documents drawn up by members of the commission;
- Representation of company interests in court or in communication with various state organizations, counterparties or other persons.
If the General Director does not want to engage in all the above actions, then he can choose a specialist working in the company in a managerial position, after which he will be delegated the above powers. For this, an appropriate order is issued, as well as a direct employee of the company must agree with the appointment.
Conclusion
A liquidation commission is appointed at the closure of any company. It may include various specialists working in the organization. The Commission is endowed with numerous rights, duties and powers. She is in charge of managing the company until changes are made to the register.
An additional chairman is appointed who is responsible for all operations performed by members of the commission. Usually he is represented by the CEO of the company. It is he who is involved in the signing of documents and communicating with representatives of state bodies and contractors.