The termination of legal entities consists of two very different procedures, namely reorganization and liquidation. All this adds up to cessation legal entity.
Reorganization is a way to terminate a legal entity with the transfer of its rights and obligations to another person. The common term for this is “succession”. It is always present during reorganization.
Liquidation is a method of terminating a legal entity without legal succession, that is, a completely irreversible method.
Reorganization.
The reorganization occurs in the following order:
1. Making a decision on reorganization.
This decision can be made by:
· Founders of a legal entity (participants of a legal entity);
· The body of the legal entity within the competence of which this issue is included in the constituent documents. Most often this is a general meeting.
· In cases provided for by law, a decision on reorganization may be made by decision of an authorized government body or by a court decision. According to their decision, most often it concerns division and merger (due to the need to comply with antimonopoly legislation). If the state makes a decision on reorganization, and the legal entity does not begin the reorganization within the established time frame, then the state goes to court and then it is carried out forcibly, compulsorily.
Reorganization occurs in five forms:
1) Merger.
2) Accession.
3) Separation.
4) Selection.
5) Transformation.
Merge:
New legal entity
1 legal l. 2 legal entities, 1 is included in its composition.
Highlight:
A legal entity makes a decision and a legal entity is separated from it. Selection is a method in which there is no cessation. That is, it is a form of creation rather than cessation.
1 legal l. 2 legal entities, new, separated from the first legal entity.
Separation.
From one legal entity two are formed and the original one is terminated. Reverse connection.
Legal entity OJSC "Solnyshko" LLC.
In case of merger, transformation and accession, a transfer deed is drawn up, and in case of separation and division, a separation balance sheet is drawn up.
Article 59.
Reorganization procedure.
1. A decision is made on reorganization. The legal entity reports this decision to the Federal Tax Service as the registration authority within 3 working days. This message (notification) must indicate, with mandatory indication, the date from which the reorganization begins and the form of the reorganization.
2. The registering authority makes an entry in the Unified State Register of Legal Entities that this person is in the process of reorganization.
3. Information about the reorganization must be published. The law requires that there be at least two publications with a frequency of once a month. This happens after an entry appears in the registry. The law determines the means mass media, in which it is worth doing this - it must be published in the relevant media that publish information about registration. "Bulletin" state registration».
The publication must contain information about each legal entity participating in the reorganization, information about the legal entity being created (the one that will only be formed, it does not exist yet), the form of organization, the procedure and conditions for filing claims by creditors. And in some cases, a number more.
4. Statement of creditors' claims. This step is not always necessary because it may not exist if creditors decide not to pursue a claim. This is Article 60 of the Civil Code of the Russian Federation.
Creditors of reorganized legal entities have the following rights:
1) Demand early fulfillment of obligations from your counterparty undergoing reorganization.
2) If early fulfillment of obligations is impossible, demand termination of the obligation and compensation for losses caused by this. The law now requires that claims against these creditors arise before notice of the reorganization is published.
3) The Civil Code, in part 3 of Article 60, establishes a special rule: “Creditors of a legal entity - an OJSC, reorganized in the form of a merger, accession or transformation, if its rights of claim arose before the publication of the notice of reorganization have the right V judicial procedure demand early fulfillment of an obligation or termination of obligations and compensation for losses in the event that the reorganized legal entity, its participants or third parties do not provide sufficient security for the fulfillment of relevant obligations.” These requirements can be stated no later than 30 days after publication.
If all the obligations of the reorganized legal entity occur before the reorganization, everything is fine. And if after... In this case, the Civil Code says that newly formed legal entities become joint and several debtors among themselves (if the legal entity has ceased) and with the original legal entity, if it has not terminated.
5. The reorganization will be finally completed after information on the termination of those being reorganized and the creation of new legal entities in the process of reorganization is entered into the Unified State Register of Legal Entities.
Liquidation of a legal entity.
Now we are talking about liquidation without bankruptcy.
Grounds for liquidation:
1. The Civil Code provides separate grounds for liquidation at the initiative of the founders; such liquidation is sometimes called “voluntary”.
2. Grounds for liquidation by court decision. This type of liquidation is sometimes called a “forced” liquidation.
Grounds for voluntary liquidation. They are not exhaustive and cannot be exhaustive and look like this:
1) Either in connection with the achievement of the goals for which the legal entity was created;
2) Either the unattainability of the goal;
3) Either with the expiration of the period, if you created a legal entity for a certain period;
4) And a number of others.
That is, for any reason. No one will establish this reason. “We don’t want to, we can’t do it anymore and we’re completely tired of it” - this is how you can write it, it will be something like “the unattainability of the goal.”
Grounds for forced liquidation.
Provided for in Part 2 of Article 61 of the Civil Code of the Russian Federation:
1. In case of gross violations of the law committed during the creation of a legal entity, if these violations are irreparable.
2. In connection with the implementation of activities by a legal entity without a license.
3. In connection with the implementation of activities prohibited by law or in violation of the Constitution of the Russian Federation.
4. Or with the commission of other repeated or gross violations of the law or other legal acts.
5. For non-profit organizations– if it is established that they systematically carry out activities that contradict the statutory goals.
6. And in other cases provided by law.
Liquidation procedure:
1) Decision-making by the founders of a legal entity or the relevant body of the legal entity, and in prescribed cases - by state bodies, on liquidation. This decision should be notified in writing immediately (immediately) to the Federal Tax Service - the registration authority. The Federal Tax Service enters into the Unified State Register of Legal Entities information that the legal entity is in liquidation.
2) Participants of a legal entity or its body appoint a liquidation commission (liquidator, if one person and not a commission), and also make decisions on the procedure and timing for filing claims by creditors and resolve other organizational and liquidation issues.
3) From the moment the liquidation commission is created, the powers to manage the affairs of the legal entity are transferred to it (in essence, the powers of a permanent executive body).
4) Identification of creditors and debtors of a legal entity. The main focus is on creditors, not debtors.
To identify creditors, the following measures must be taken:
1. All known creditors must be notified in writing of the liquidation.
2. The liquidation commission is obliged to publish in the same media (“Bulletin of State Registration”) a notice of liquidation, which must indicate the deadlines and procedure for filing an application from creditors, and these deadlines cannot be less than 2 months from the date of publication.
3. At the same stage, accordingly, it is necessary to wait for this period and create all the claims of creditors that will be submitted.
4. All stated claims of creditors are considered by the liquidation commission and, regardless of recognition or non-recognition of their validity, must be included in the interim liquidation balance sheet.
5. The liquidation commission prepares an interim liquidation balance sheet, and it, in turn, is approved by the bodies or founders of the legal entity. This balance sheet must reflect all the property owned by the legal entity - and in in a broad sense property: both active and passive. It must reflect all submitted applications from creditors and the results of their consideration. If the creditors' claims are not justified, then the claims are included in the interim balance sheet, and next to it it is written that the claims are unfounded and will not be satisfied. Creditors can appeal this in court.
5) Intermediate (subsidiary) stage. If the interim liquidation balance sheet reveals an insufficiency cash to satisfy the claims of creditors. Then, at this stage, other property can be assessed and sold at public auction.
6) Satisfying the demands of creditors. Satisfaction occurs in the order of priority; queues are provided for in Article 64 of the Civil Code of the Russian Federation.
The priority principle consists of two rules:
1. Satisfaction of the claims of creditors of each subsequent priority occurs only after the claims of the previous ones have been fully satisfied.
The grounds for terminating the activities of a legal entity are:
1. Decision of the founders or body of a legal entity (i.e. on a voluntary basis).
2. Court decision (i.e. forced).
The decision of the founders or body of a legal entity to terminate its activities is possible:
1. Due to the expiration of the period for which the legal entity was created.
2. In connection with the achievement of the purpose for which the legal entity was created.
3. Due to a decrease (increase) in the number of members below (above) the limit provided for by law or charter.
4. In connection with the court invalidating the registration of a legal entity due to irreparable violations of regulations committed during its creation.
5. Due to insolvency (bankruptcy).
6. Due to the decrease in cost net assets below level minimum size authorized capital.
7. For other reasons.
A court decision to terminate the activities of a legal entity is possible:
1. In connection with carrying out activities without proper permission (license),
2. In connection with the implementation of activities prohibited by law,
3. Due to repeated and gross violations of the law or other regulations,
4. In connection with the systematic implementation of extra-statutory activities of public or religious organization, charitable or other foundation,
5. Due to insolvency (bankruptcy),
6. Due to a decrease in the value of net assets below the minimum level authorized capital,
7. In other cases specified in the law.
Termination of the activities of a legal entity occurs as a result of its reorganization or liquidation.
During reorganization, all rights and obligations of the reorganized legal entity are transferred to other legal entities, i.e. universal succession occurs.
Reorganization can be carried out by:
1. Mergers (combination of a number of legal entities). They cease to exist as legal entities. A new legal entity is created in their place. All rights and obligations of previous legal entities are transferred to the newly created legal entity.
2. Mergers (one legal entity joins another). In this case, the first ceases to exist as a legal entity, all its rights and obligations are transferred to the second, which continues to act as the old legal entity, but only to a greater extent.
3. Spin-offs (another legal entity is separated from a legal entity). The first continues to exist, but only to a lesser extent. A new legal entity emerges. Part of the rights and obligations of the first legal entity on the separation balance sheet passes to the new legal entity.
4. Division (legal entity ceases to exist). In its place, several new legal entities arise. All rights and obligations that the original legal entity had are divided according to the separation balance between the newly created legal entities.
5. Transformations (a legal entity of one type is transformed into a legal entity of another type). Transformation of a legal entity is possible only with the preservation of the existing scope of legal capacity (general or special). Otherwise, it would be impossible to implement universal succession.
Depending on the form in which the reorganization of a legal entity is carried out, it is formalized either by a separation balance sheet (division, separation) or a transfer act (merger, accession, transformation). The transfer deed and the separation balance sheet must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties.
The approved transfer act must be agreed upon within 10 days with the receiving organization.
The moment of transfer of rights and obligations in relation to property to the newly created legal entity as a result of the reorganization is considered to be the date of signing and approval of the transfer act and separation balance sheet by the founder or the body that made the decision on the reorganization.
The reorganization of a legal entity is considered to have taken place from the moment of registration of newly created legal entities.
When a company is reorganized in the form of the merger of another company with it, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the merged company.
Liquidation of a legal entity is a way to terminate its activities without transferring rights and obligations through succession to other persons.
The procedure for liquidating a legal entity is regulated by Article 61-64 of the Civil Code and consists of the following stages:
1. The founders (participants) or bodies that made the decision on liquidation are obliged to immediately notify the state registration authority in writing, which enters information into the unified state register of legal entities that the legal entity is in the process of liquidation.
2. The participants of the organization, its authorized body or the court that made the decision on liquidation, appoint a liquidation commission (or a sole liquidator), determine the procedure and timing for the liquidation of a legal entity.
3. The liquidation commission publishes in the press, in which data on state registration are published, a notice of its liquidation, the procedure and deadline for filing creditor claims (period of at least 2 months), identifies all creditors and notifies them of the liquidation of the legal entity, and collects receivables .
4. The liquidation commission evaluates the composition of accounts payable and, after the end of the period for submitting claims by creditors, draws up an interim liquidation balance sheet - with information about the composition of the property, the list of claims presented by creditors, and the results of their consideration. The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision on liquidation in agreement with the state registration authority.
5. Based on the balance sheet, the legal claims of creditors are satisfied in order of priority - Article 64 of the Civil Code.
6. After repayment of accounts payable, the liquidation commission draws up the final liquidation balance sheet, which is also approved.
For state registration in connection with the liquidation of a legal entity, documents are submitted to the registering authority: application, liquidation balance sheet, document on payment of state duty.
Liquidation of a legal entity occurs:
1. With the distribution of the remaining property between the founders (participants).
2. With the transfer of the remaining property to the owner.
3. With the transfer of the remaining property for the purposes specified in constituent documents(public, religious, foundations).
First of all, we note that civil legislation does not contain a definition of the concept of “termination of a legal entity.” Nevertheless, this term is actively used in regulatory legal acts.
The Civil Code of the Russian Federation establishes that the legal capacity of a legal entity arises from the moment information about its creation is entered into the Unified State Register of Legal Entities (hereinafter referred to as the Unified State Register of Legal Entities) and terminates when information about its termination is entered into the said register.
In accordance with the Civil Code of the Russian Federation, when a legal entity is reorganized in the form of annexation of another legal entity, the first of them is considered reorganized from the moment of entry into Unified State Register of Legal Entities on termination of the activities of the affiliated legal entity.
In the Federal Law of 08.08.2001 N 129-FZ "On state registration of legal entities and individual entrepreneurs"(hereinafter - Law N 129-FZ) provides that the reorganization of legal entities in the form of transformation, merger, division is considered completed from the moment of registration of newly emerged legal entities, and the reorganized legal entities are considered to have ceased to exist. Similar provisions regarding the consequences of the reorganization of legal entities are contained in, Federal Law of December 26, 1995 N 208-FZ “On joint stock companies" and Federal Law dated 02/08/1998 N 14-FZ "On companies with limited liability".
The Civil Code of the Russian Federation operates with the concept of “termination of an inactive legal entity,” meaning the exclusion from the Unified State Register of Legal Entities of information about a legal entity that, during the twelve months preceding its exclusion from the specified register, did not submit reporting documents required by law Russian Federation about taxes and fees, and did not carry out transactions on at least one bank account.
From the above rules it follows that the termination of a legal entity is a termination of the activities of a legal entity, legally secured by making appropriate entries in the Unified State Register of Legal Entities, entailing the inability of this legal entity to further acquire and exercise (fulfill) rights and obligations on its own behalf and in any way participate in civil circulation.
In turn, under the liquidation of a legal entity, civil legislation implies a certain procedure that entails the termination of this legal entity without transfer in the order of universal succession of its rights and obligations to other persons (Civil Code of the Russian Federation).
Taking into account that, as follows from the above norms, the termination of legal entities in the process of reorganization entails the transfer of the rights of these legal entities to newly created or existing legal entities (see also the Civil Code of the Russian Federation), and the termination of an inactive legal entity (Civil Code of the Russian Federation ), according to Law N 129-FZ, does not require compliance with the liquidation procedure provided for by the Civil Code of the Russian Federation, we can conclude that the termination of a legal entity as a result of liquidation is only one of the possible cases of termination of a legal entity.
Thus, the concepts of “liquidation of a legal entity” and “termination of a legal entity” are correlated as particular and general, that is, the liquidation of a legal entity is only a special case of its termination.
Prepared answer:
Expert of the Legal Consulting Service GARANT
Candidate of Legal Sciences Shirokov Sergey
The answer has passed quality control
The material was prepared on the basis of individual written consultation provided as part of the Legal Consulting service.
Termination entrepreneurial activity of a legal entity presupposes its withdrawal from the relevant civil law relations. Information about the subject is excluded from the Unified State Register of Legal Entities. Let us next consider the procedure for terminating the activities of legal entities.
Relevance of the issue
Termination of the activities of a legal entity is regulated by law. The procedure involves several stages, during which the work is analyzed, documentation is drawn up, and the issue of repaying obligations, if the subject had any, is resolved. The existence of legal entities is not limited by time frames. However, in some cases it becomes necessary to complete the work. Thus, the liquidation of an enterprise may be due to insolvency, the inability to repay obligations on time. In such cases, the procedure is carried out through the court.
Grounds for terminating the activities of a legal entity
The company's winding-up procedure may be voluntary or compulsory. In the first case, the basis will be the decision of the body of the legal entity or the founders. The compulsory procedure begins by a court order. Termination of the activities of a legal entity, carried out by decision of the founders or an authorized body of the company, may be conditioned by:
- The expiration of the period for which the company was formed.
- Achieving the goal set when creating the company.
- By decreasing or increasing the number of members below or above the number established in the charter or law.
- Recognition of the registration of an organization as invalid by the court due to irreparable violations of legal acts committed during its formation.
- Insolvency.
- A reduction in the price of net assets to a level below the minimum amount of authorized capital.
- Other circumstances.
The court decision is made if:
- A violation of the law was revealed during the functioning of the organization.
- Activities were carried out that were prohibited by regulations, or not provided for in the charter, etc.
Methods for terminating the activities of a legal entity
The law defines various procedures as a result of which a company terminates its work. The legislation provides for the termination of the activities of a legal entity by:
- Reorganizations. This option involves ending the work of one company and creating new ones on its basis. All obligations and rights of the original organization are transferred to the successors.
- Liquidation. In this case, the existing company ends its work without creating other companies. Liquidation of an enterprise involves full repayment of existing obligations.
Nuances
As mentioned above, termination of the activities of a legal entity can be carried out by decision of an authorized body or meeting of founders. It depends on the legal type of the company. In LLCs and JSCs this issue is included in the competence of the general meeting. Some types of termination of the activities of a legal entity require obtaining approval from the State Committee for Antimonopoly Policy. Such cases include, in particular, transformation, accession and merger. Regulatory acts regulating competition and monopolies allow for the forced termination of the activities of a legal entity in the form of separation and division.
This decision is made by the State Committee and its territorial divisions. Companies that have received the appropriate order must carry out the necessary procedures within a certain period of time. If the company does not do this, the State Committee sends statement of claim about the termination of the activities of a legal entity to the court. In this case, an external manager will be appointed, who will be entrusted with carrying out the established activities. Constituent documentation newly formed companies, the separation balance sheet is agreed upon and approved by the court and then registered according to general rules. 
Civil Code norms
One of the common reasons for the termination of the activities of legal entities is bankruptcy. The procedure for carrying out the procedure is regulated by Art. 61-64 Civil Code. Declaring a company insolvent entails its liquidation. The procedure includes the following steps:
- Publication in official publications of information about the beginning of the process and the period during which creditors can submit their claims. It should not be less than two months from the date of publication. In this case, a liquidation commission is appointed, which identifies all creditors, sends them written notices, and takes measures aimed at collecting receivables.
- Formation of an intermediate balance. It is drawn up at the end of the period given to creditors for filing claims. The balance sheet contains data on the company's property, a list of claims from counterparties, and the results of their consideration. This document must be approved by the founders or the authorized body of the company in agreement with the institution that carries out state registration of companies.
- Drawing up a liquidation balance sheet. It is formed after all settlements with creditors have been completed.
- Making an entry in the Unified State Register of Legal Entities on the liquidation of the enterprise.
Features of settlements with creditors
If the enterprise does not have enough funds to pay off its obligations, the liquidation commission will organize the sale of its property at public auction. Payments of amounts proceeds from sales are carried out in the order determined by Art. 64 of the Civil Code, according to the interim balance sheet from the date of its approval. The exception is 5th priority lenders. They are paid at the end of the month from the date the balance is approved.
Exceptions
The above provisions do not apply to state-owned enterprises and institutions. If these entities have insufficient funds, the repayment of obligations is carried out in court at the expense of the owner’s property. The remaining objects after settlements are transferred to the company participants who have proprietary rights to them or rights of obligation in relation to the company, unless otherwise established by regulations or constituent documentation.
Forms of termination of activity
Reorganization of a legal entity can be carried out by:
- Mergers. In this case, several companies merge into one. According to the transfer deed, it receives the duties and rights of the original companies.
- Accessions. In this case, one enterprise is “absorbed” by another. The obligations and rights are also transferred to the latter under the transfer deed.
- Divisions. It involves the formation on the basis of one legal entity of several independent organizations. The obligations and rights of the original company are transferred to them in accordance with the balance sheet.
- Discharge. IN in this case An organization is separated from an existing company. In this case, the original company is preserved. The obligations and rights are transferred to the allocated enterprise according to the separation balance sheet.
- Transformations. It involves changing the organizational and legal type of the company. The transfer of rights and obligations is carried out according to the transfer deed.
The reorganization is considered complete after state registration of the newly formed legal entities. This rule does not apply to the accession procedure. It is considered completed from the moment a record of the completion of the activities of the acquired company is included in the State Register.
Documents
Responsibilities and rights are transferred to the newly formed companies on the basis of a transfer act or balance sheet. IN specified documents provisions regarding succession must be present. They include information about all transferable obligations, including disputed ones, to existing creditors, as well as about all debtors. The act or balance sheet is approved by the person who made the decision to carry out the reorganization. Documents are submitted to the body authorized to conduct state registration. If it is impossible to determine a legal successor, newly formed enterprises have joint and several liability to creditors.
State registration
Only after this has been carried out will the company be recognized as reorganized. State registration rules depend on the form of the procedure. To register a company reorganized through a merger, provide the following to the authorized body:
- Constituent documentation of all entities participating in the process.
- Minutes from meetings (conducted separately in each company and joint ones).
- Merger agreement and transfer deed.
- Confirmation of the fact of publication of the beginning of the procedure in official publications.
- Evidence of written notices to creditors.
- Copies of company balance sheets.
- The name of the newly formed company.
- Characteristics of the company's capital formation.
- Passport details of the head of the emerging company.
- Legal address of the new enterprise.
Additionally (if necessary), a document confirming approval or notification of the antimonopoly authority is provided. During reorganization by merger, state registration is carried out according to the rules provided for registration of changes that are made to the constituent documentation.
Specifics of succession
During reorganization special meaning has a scope of responsibilities and rights that are transferred according to the balance sheet or act. Succession can be:
- Partial. In this case, the transfer of responsibilities and rights is carried out both to several and to one subject. This situation occurs during selection.
- Complete with the transfer of responsibilities and rights to one successor. This situation occurs during conversion, annexation and merger.
- Complete with the transfer of responsibilities and rights to several entities in appropriate shares. Such succession is characteristic of division.
Moment of transition
The question of its definition arises among almost all reorganized entities, as well as their creditors. The latter, in particular, are concerned about the process of repaying obligations. The previously effective Civil Code indicated that the transfer of property is carried out on the day when the transfer deed is signed or the separation balance is approved. In the norms of the new Code, this approach is excluded. A certain period passes between the adoption by the founders or an authorized body of the decision on reorganization and the actual procedure. In Art. 57 of the Civil Code clearly establishes the moment at which an entity is considered reorganized. When dividing, spinning off, merging, transforming, it is the date of state registration of the newly created companies. Succession is not based on any contract. It appears as a consequence of the reorganization. It follows from this that the fact of state registration will be of decisive importance in establishing the moment of transfer of duties and rights. Until its end, succession is impossible, since the receiving entity has not yet been created. The situation is similar with accession. In this case, the reorganization is also considered completed after the corresponding entry is included in the State Register about the termination of the work of the affiliated entity. 
Conclusion
To prevent violations when registering legal succession during reorganization, the Civil Code provides for a special rule. In accordance with it, if there are no provisions on the transfer of responsibilities and rights in the separation balance sheet or the transfer act, state registration of newly formed companies is not carried out. If uncertainty arises in resolving the issue of succession, the legislative provision on joint and several liability of firms applies. It provides additional guarantees for creditors and obliges legal entities to fulfill their obligations in any case.
Russian legislation pays great attention entrepreneurial and other activities carried out by organizations.
The Civil Code identifies several possible organizational and legal forms of creating a legal entity, each of which makes it individual. However, some processes associated with organizations and businesses are the same for everyone, and we are talking about the cessation of one or another activity.
Methods for terminating the activities of organizations
The Civil Code says an infinite amount about legal status organizations, companies and enterprises. And the issue of termination of activity is reflected in many articles, but the first thing that needs to be noted is legal capacity.
Like citizens, organizations have a number of rights and interests that give rise to responsibilities. The cessation of any activity entails the disappearance of those very provided freedoms. In addition to the codified law, attention should be paid to Federal Law No. 129, which records the entry into the State Register of information related to the creation of an organization and, of course, its closure.
If you pay attention to ways to terminate the activities of a legal entity, then both the Civil Code and various federal laws, namely Federal Law No. 127, which regulates bankruptcy, and the regulatory legal act indicated above and regulating the scope of registration of all organizations. Based on legal norms, one can safely determine three legal ways terminate the activities of a legal entity. These include, and. Each of them has its own characteristics and differs from the other two in the specificity of its application.
Reorganization
There are many reasons why founders and managers close an organization. How the situation is more complicated, the more difficult and radical the method chosen. Reorganization is the most gentle of them. The Civil Code stipulates that it can be carried out, but in the matter of terminating the activities of a legal entity, only two are of interest: merger and. Each of them implies the closure of an organization and has a specific procedure for application. However, before talking about the procedure, it is worth talking about two types of this method.
Reorganization may be voluntary, that is, on the initiative of the participants, by making a decision on general meeting. Moreover, it may be forced, this procedure is usually carried out on the initiative of authorized bodies or by court decision.
However, if we talk about mergers and acquisitions that entail the closure of a legal entity, then most often this procedure is voluntary, helping to improve the situation in the company.
So, two forms: merger and accession. The first implies that two or more legal entities merge, ceasing to exist, on the basis of which a new organization. The second form has a slightly different meaning. Upon merger, one legal entity begins to join another, also ceasing to carry out its activities. That is, this form, unlike the merger does not create a new legal entity.
, as a way to stop activities, is very simple. This is its main difference from the other two. Enough make a decision at the general meeting of participants, sign the minutes and send information to the tax authority. Regardless of the form, an application is submitted to the Federal Tax Service, and then information is entered into the state register about the termination of one legal entity and the creation of a new one in the case of a merger. The process is simple and does not require large quantity operations.
However, if we are talking about forced reorganization, then if in deadline the founders do not proceed with this method of closing the organization, then managers will be appointed and then the risk of becoming a defendant in a civil case arises.
Also, when using this method of terminating activities, you need to remember. The Civil Code of the Russian Federation says that reorganization always involves the transfer of rights and obligations from the legal entity that is changing to another. Mergers and acquisitions are no exception.
The basis for such a procedure will be the presence deed of transfer, which legally formalizes the transfer of rights and obligations and records all the property of the organization. It is accepted and signed by the founders and leaders of the organization.
Liquidation
Unlike reorganization this method much more complicated and involves several sequential actions, without which the termination procedure will simply be impossible. The law highlights classic liquidation, that is, carried out according to the general procedure, as well as alternative.
The second category is quite unusual, since it is more of a formality than a coherent multi-step procedure. An example of alternative liquidation would be closure of a legal entity due to a change general director or the entire group of founders. In addition to alternative group The first method of terminating the activities of an organization is often considered, namely reorganization through merger or accession.
The Civil Code mainly contains norms related to classical liquidation. The general procedure for closing a legal entity includes several stages that must follow strictly one after another:
- Making a decision. At the general meeting of participants there is a search for an answer to the question: to liquidate or not? If yes, then a protocol is drawn up and signed.
- . From the organization's members general decision a group of liquidators is elected who will carry out all further actions related to the closure of a legal entity.
- Publication of information about decision made in the official source, "". It is important that further actions can be carried out only after two months.
- Notification of all creditors. This mandatory conditions, because within a few months all demands for repayment of debts must be made.
- . After all debts have been repaid, the liquidation commission determines how much property remains and distributes it between the founders and participants. It is important to understand that it is impossible to transfer property to participants until debts are repaid.
- Preparation of documents. The law establishes a clear list of papers that ultimately must be submitted to the tax authority:
- the decision to close the organization, that is, the signed minutes of the general meeting;
- liquidation balance sheet and decision on its approval;
- notification of the creation of a liquidation commission in the form;
- notification of creditors;
- application for state registration in the form.
After completing all the above steps and preparing a package of documents, it must be sent to the tax authority, which within five days must examine the received papers and, on their basis, make a decision and enter information into the State Register on the liquidation of the legal entity. After this, the managers are given a certificate.
And only with the arrival of this moment, namely the receipt of this document, can we consider that the organization no longer exists.
In order to further government bodies did not remember the previously existing company, it is also necessary to close all bank accounts and transfer the surviving documents of the legal entity to the archive.
Bankruptcy
The Federal Law “On Insolvency (Bankruptcy)” establishes that this method of closing a legal entity is applied only when the organization can no longer fulfill obligations in favor of creditors.
There are two main signs of bankruptcy, without which this procedure cannot be discussed. The first of them is that the amount of debt must be at least three hundred thousand, and the second is that a legal entity cannot fulfill its obligation for three months in a row.
If these criteria are met, then you can safely proceed with the bankruptcy procedure. It is important that it does not always lead to liquidation; sometimes there is an opportunity rehabilitation, that is, the improvement of the organization. However, if it is still impossible to help the company, then bankruptcy is inextricably linked with the liquidation of the legal entity.
According to the law, several steps can be distinguished, which, as in cases of liquidation, must be followed in strict sequence.
- Filing an application for bankruptcy proceedings. It can be provided either by debtors, authorized bodies, or creditors. In addition to the application, a list of the following documents is required:
- extract from the State Register;
- a register that will include the claims of creditors;
- all balance sheets;
- documents on the creation of a legal entity.
- After submitting your application after a month an arbitration manager is appointed. He oversees the affairs of the organization, which continues to operate as before. The timing of this stage may reach up to seven months, depending on the amount of work. As a result, the manager sends a report to the court, which makes a decision on future fate legal entity. Several options are possible:
- settlement agreement between the debtor and creditors;
- , that is, the sale of property in order to improve the situation;
- , implying various benefits and assistance from creditors.
- Application of one of the possible procedures. Most often this is a financial recovery that can last no more than two years. If the choice falls on bankruptcy proceedings, then the deadlines begin to tick here from six months or more.
The main difference between bankruptcy as a way to terminate the activities of a legal entity is its duration. It may take several years for an organization to be declared insolvent.
However, a shortened version is also possible, when the company agrees to voluntary reorganization. As for the standard procedure for declaring a person insolvent, if after all the measures the situation in the company has not improved, then it will eventually be declared bankrupt.
The advantage of this method is that all debts are written off, there is no need to display liquidation balances and distribute property. Legal confirmation of the fact of bankruptcy is carried out in the same manner as in the first two methods. Tax authority gets everything necessary documents and enters information into the State Register. Next, the head of the company is issued a certificate, and the legal entity officially ceases to exist on the basis of being declared insolvent, that is, bankrupt.
Conclusions
Of the three presented methods for terminating the activities of a legal entity, the most common is. However, each method has its own characteristics.
Reorganization is distinguished by its speed and simplicity, requiring minimal effort. Liquidation allows you to completely stop any activity and pay off debts.
Bankruptcy not only closes a legal entity, but also relieves its manager from the need to fulfill obligations to creditors, which is what attracts most organizations in difficult financial situations.
Termination of activities of LLCs and individual entrepreneurs: video consultation
Legal consultant Vladimir Lygin explains what the difference is and what are the features of liquidation of LLC and individual entrepreneur.