At a time when circumstances arise that force the closure of the organization, many entrepreneurs believe that it is easy. Let's see if this is so? The liquidation of an organization can be either voluntary or forced. Voluntary - when the founders decide, compulsory - then the court decides. Liquidation by court order is generally considered bankruptcy of the company. An important condition for the termination of the activity of a limited liability company (LLC) is the presence of a liquidator. The law does not spell out who exactly should take on such a function. Therefore, the decision on the choice of candidacy remains with the founder.
Who can act as a liquidator?
This position may be occupied by:
- the founder or members of the company. This can be both an individual and a legal entity;
- a third party having the necessary rights and authorities;
- the body that decided on the liquidation of the organization.
It is possible to appoint a liquidator of one’s choice only in the event of a voluntary decision to terminate the company. In conditions when the organization went bankrupt, the liquidator is appointed by the court. The person appointed by the court is the administrator of arbitration. This person must be a citizen of the Russian Federation, as well as a member of a self-regulatory organization. The responsibility of the liquidator in the liquidation of the LLC is very serious, therefore not every employee appointed by the founders agrees to such work.
Not so simple
The liquidation procedure of the company to carry out independently is quite difficult, because There are a large number of subtleties and complexities of the process. For this reason, the founders turn to the services of third-party companies specializing in the provision of such services. It often happens that a company has only one member, which is the founder and CEO in one person. If he had a desire to stop the business, then he could become a liquidator. This is not prohibited by law. Such a person should bear the responsibility of the liquidator in the liquidation of the LLC on a general basis, regardless of the fact that he is engaged in the termination of his own enterprise.
The General Director may single-handedly decide on the suspension of authority in the organization, and then approve the liquidator. The process begins with the fact that the minutes of the general meeting of the founders are published, in which the liquidator is appointed.
Judicial practice of the liability of the liquidator in the liquidation of an LLC is carried out in the framework of Federal Law No. 129-FZ and other regulatory acts.
Next steps
After the publication of the protocol, the following steps are taken:
- the tax service is notified. Moreover, information on the composition of the liquidation commission and the appointed liquidator shall be communicated at a later date;
- FSS is notified within ten days from the date of adoption of the protocol;
- the bank in which the organization has opened accounts is notified to confirm the signature of the person in charge.
After all of the above steps, the authority passes to the liquidator of the company.
Liquidator rights
The decision to terminate the business has been made. All government agencies and extrabudgetary funds are notified. After that, the powers of the Director General are removed and transferred to the liquidator.
The powers enshrined in the charter of the company and the law remain with the founder, except for those related to the management of the legal affairs of the company - they are now transferred to the liquidator.
Those. for example, the right to approve the liquidation and interim balance remains with the founder of the company, while its liquidator is composed.
In the process of terminating the company’s activities, each write-off of funds from the account, as well as money from the sale of the organization’s property, is spent on paying off the company's debts or paying employees.
What is the responsibility of the liquidator in the liquidation of the LLC? What are the rules governing such activities. Let's talk about this in more detail.
Responsibility of the liquidator
The main function of the liquidator is to conduct the whole procedure correctly, observing civil, labor and administrative laws. He is obliged to carry out the entire procedure in stages, being responsible for the timely submission of all necessary documents.
What is the liability of the liquidator during the liquidation of the LLC for violation of the procedure:
- Criminal This means that if the liquidator hides any information about the existing property of the company, or documents, it can be prosecuted.
- The subsidiary liability of the liquidator LLC occurs when new debts appear. If signs of insolvency appear during the liquidation of the company, he must report this to the court within 10 days, otherwise he will bear the above responsibility.
- Administrative If the liquidator does not observe the correctness of the entire procedure in stages, then he may incur administrative liability in the form of a fine from one hundred thousand to one hundred and fifty thousand rubles.
In order to avoid fines and liability, the liquidator should be well versed in the procedure during the liquidation of the LLC. He must also understand accounting, back up his actions with documents, and be careful when accepting property from the CEO. The liquidator’s responsibility for the liquidation of an LLC with debts or with other violations in its activities remains one of the key factors for the properly determined actions of the main actor in question in this entire process.
Reasons to replace
The liquidator may be replaced in the following cases:
- When he does not cope with his duties or treats them unfairly. Then a general meeting of the founders is convened, at which the members of the LLC make an appropriate decision.
- The liquidator expressed a desire to leave. In this case, the contract is terminated unilaterally.
- By the tribunal's decision. This happens when an organization goes through bankruptcy proceedings.
Main responsibilities
The liquidator has a list of obligations to the organization, regardless of who he was appointed - the founder or the court.
The responsibility of the liquidator LLC extends to the notification of all creditors of the organization. He does this by filing an announcement on the termination of the organization in a special publication “Bulletin of State Registration”. After the release of such an announcement, lenders have two months to present claims for repayment of debt to them. If you do not have time, the debts will be written off. At a general meeting, the founders may increase the time limit for submitting claims, but they are not entitled to decrease.
There are no other ways to notify creditors under the law, but liquidators often send written notice to speed up the liquidation process. The lender, in turn, through the court can achieve the suspension of the liquidation of the company. this is done by filing a claim with the court to terminate the procedure and evidence of the omission of claims.
The liquidator’s responsibility during the liquidation of an LLC is that he must notify all employees of the organization of termination of business and ensure that this information is conveyed to each employee. After the notification, staff employees and accountants begin preparing documents and paying all required compensation to employees.
The liquidator must control the payment of mandatory compensation to each employee.
Other duties
Other important responsibilities of the liquidator:
- Develop a liquidation plan step by step.
- To conduct an inventory of all available material assets on the balance sheet of the company, including all property of the organization.
- Carry out an analysis of debts (payables and receivables).
- Develop and implement measures to pay off debts.
- Prepare documents in court for declaring a company bankrupt.
- Draw up an interim, and after the liquidation balance sheets. Provide all these documents to the tax office within the specified time.
- Pay state fees for the registration of the termination of the company, receive an extract from the register, make sure to remove the data about the company from the extract.
The task of the liquidator is to carefully monitor the entire procedure in stages, as well as to ensure that everything is carried out in accordance with applicable law.