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Methods for terminating the activities of legal entities. Termination of activities of a legal entity

Liquidation of a business entity means a procedure, the result of which is the cessation of activities, as well as the immediate existence legal entity in the manner prescribed by the current legislation. This procedure is regulated by the Civil Code, as well as a number of other special legal acts.

Types of termination of legal entities

Liquidation of business entities can occur according to the following schemes:

  1. 1. On a voluntary basis - the decision to terminate activities can be made in in the prescribed manner participants of a legal entity, or a body authorized to do so.
  2. 2. Forcibly - the grounds for this kind of liquidation of business entities (legal entities) are listed in the Civil Code of the Russian Federation. These include:
    • Violations of the law that were committed during the procedure for creating a legal entity (provided that such violations cannot be eliminated);
    • Carrying out activities without a special permit (license) if the current legislation provides for the need for such a permit;
    • Violation of the goals of activities by non-profit organizations;
    • Gross violations of the norms of current legislation by a business entity. Or allowing repeated violations.

Forced termination of activities is carried out on the basis of a court decision upon the application of interested authorized bodies or officials.

In addition, it is worth highlighting the types of voluntary termination of legal entities. These include complete cessation of activities and reorganization. As a result of the reorganization, the existence of one legal entity ceases, but a new business entity appears in its place. Reorganization may occur through acquisition, division, merger, spin-off or transformation.

What is the termination of legal entities?

In the regulatory literature, the concept of termination of a legal entity is identified with the liquidation of business entities. This concept includes not only the termination of any activity of a legal entity - in fact, such an entity completely ceases to exist. A corresponding note about this is entered into the Unified State Register. The date of entering this information is considered the date of termination of the legal entity.

It is worth considering that sometimes these concepts cannot be identified. In particular, the termination of the activities of legal entities in certain situations may be temporary. In this case, there can be no talk of liquidation.

The procedure for terminating legal entities: main nuances

In order to liquidate a legal entity by an authorized person (in case of forced termination, the liquidator is appointed by the court), a liquidation commission is created. This commission on initial stage published in media mass media message that the specific date liquidation of a legal entity is planned, indicating its full name, date of creation, and the time given to creditors to submit their legal claims. This must be done no later than two months before the expected termination of the legal entity.

Then (after the end of the period allotted for creditors to present their claims), the liquidation commission draws up an interim liquidation balance sheet, which must be approved by the participants or the authorized body that made the decision to terminate the business entity.

The liquidation commission is entrusted with the functions of managing a legal entity, which it performs until the moment when the corresponding entry about its liquidation is made in the Unified State Register in the prescribed manner.

At the legislative level, the procedure for terminating legal entities is regulated by Article 63 of the Civil Code of the Russian Federation. To carry out state registration of the termination of a legal entity, it is necessary to contact the body that previously carried out the state registration of this business entity. Along with the application of the established form, a package of documents is submitted, including the original constituent documents, liquidation act, balance sheet and card, certificates of closure of accounts and delivery of archives, as well as the stamp and seal of a legal entity.

Based on the results of state registration of liquidation of a business entity, the applicant is issued a certificate of the established form. All documentation of a legal entity that directly relates to personnel must be transferred within the established time frame to the archive at the location of such person. As a rule, personnel documents are subject to transfer and must be stored permanently or for a long period of time (75 years). Other documentation available at the enterprise must be destroyed and reports drawn up.

Recognition of a legal entity (individual entrepreneur) as an insolvent debtor (bankrupt) and the adoption of special measures in relation to it, such as termination of the company's activities (liquidation) are associated with persistent and systematic failure to fulfill his assumed obligations. The reasons for non-fulfillment of obligations can be very different - from a vicious balance sheet structure to an excess of liabilities over assets.

An external sign of the insolvency of an enterprise is the suspension of current payments, and more specifically, the failure to satisfy the claims of creditors within 3 months from the date of expiration of obligations.

Grounds for liquidation of a legal entity

Legal entity may be liquidated either voluntarily or compulsorily. Thus, in accordance with paragraph 2 of Article 61 of the Civil Code of the Russian Federation grounds for terminating the activities of the company, i.e. liquidation of a legal entity are:

    decision of its founders (participants), or a body of a legal entity authorized to do so constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created;

    a court decision in case of carrying out activities without proper permission (license), or activities prohibited by law, or with other repeated or gross violations of the law or other legal acts;

    recognition by the court as invalid of the registration of a legal entity in connection with violations of the law or other legal acts committed during its creation, if these violations are of an irreparable nature;

    other cases provided for by the Civil Code of the Russian Federation.

The given list of grounds for both voluntary and forced liquidation of a legal entity is not exhaustive. A legal entity may cease to exist as a result of:

    reorganization through transformation, merger, accession, division (in this case, a transfer of rights and obligations occurs in the order of succession);

    liquidation (in this case, there is no transfer of rights and obligations through succession).

Reorganization

During reorganization, regardless of its type, there is always a succession of rights, which covers not only obligations, but also other property and non-property rights of the reorganized enterprise.

In case of liquidation and reorganization by merger, a legal entity is considered to have ceased to exist from the moment an entry is made in the unified state register of legal entities.

In the case of reorganization through transformation, merger, division, the legal entity is considered reorganized and ceased to exist from the moment of state registration of the newly emerged legal entities.

During reorganization in the form of separation, the termination of the existence of a legal entity does not occur, but a partial transfer of rights and obligations occurs in the order of succession in relation to newly emerged legal entities. For example, according to general rule on a voluntary basis, a legal entity may be liquidated by decision of its body authorized to do so by the constituent documents, at the sole discretion of this body. However, a legal entity has the right to make a decision on the voluntary termination of a company’s activities in connection with the declaration of bankruptcy only jointly with creditors (in accordance with the requirements of paragraph 2 of Article 65 of the Civil Code of the Russian Federation).

Compulsory liquidation

As for forced liquidation, in addition to general rules, contained in paragraph 2 of Article 61, the Civil Code of the Russian Federation establishes the grounds for the forced liquidation of certain types of legal entities. Thus, general partnerships are liquidated in the cases provided for in Article 81 (if the only participant remains in the partnership) and paragraph 1 of Article 76 in the following cases:

  • a) withdrawal of a participant from the partnership;
  • b) death of a participant;
  • c) recognition of the participant as missing, incompetent, or partially capable;
  • d) declaring a participant insolvent (bankrupt) or opening reorganization procedures against him by a court decision (due to his insolvency);
  • e) termination of a legal entity participating in the partnership due to its liquidation or reorganization;
  • f) the demand of a participant’s personal creditor for the allocation of a part of the partnership’s property corresponding to the share of this participant in the joint capital of the partnership for the purpose of foreclosure on this property); limited partnership - in accordance with paragraph 1 of Article 86 (upon the departure of all investors participating in the partnership); society with limited liability- according to paragraph 1 of Article 88 (if the number of participants in the company exceeds the limit, statutory on limited liability companies, provided that such a company was not transformed into a joint stock company within a year), paragraphs 3, 4 of Article 90 (in case of violation by the company of the obligation to fully pay its authorized capital during the first year of the company’s activity, if the company is within the established order did not reduce the authorized capital to the amount actually paid, or if the cost net assets society will be less than defined by law minimum size authorized capital); joint stock company - paragraph 3 of paragraph 2 of Article 97 (if the number of participants in a closed joint stock company exceeds the limit established by the law on joint stock companies, provided that such a company was not transformed into an open one within a year) and paragraph 4 of Article 99 (if the value of the company’s net assets is less than the minimum amount of authorized capital determined by law).

Liquidation process

The initial stage of the liquidation process of a legal entity is the adoption of a decision on liquidation and immediate written notification of this to the registration authority that carried out the liquidation. state registration of this legal entity. Depending on the basis for liquidation, such a decision is made by the founders (participants) of the legal entity or the relevant body. In the unified state register of legal entities, a note is made that a specific legal entity is in the process of liquidation (clause 1 of Article 62 of the Civil Code of the Russian Federation).

The next stage is the appointment of a liquidation commission or liquidator. WITH at this moment Cancellation of a liquidation decision is possible only by decision of a judicial authority, unless otherwise provided by law. From the moment the liquidation commission is appointed, the powers to manage the affairs of the legal entity are transferred to it (clause 3 of Article 62 of the Civil Code of the Russian Federation). The actions of the liquidation commission are as follows: it publishes a publication in the press about the liquidation of a legal entity and the procedure and deadline for filing claims by its creditors, takes measures to identify creditors and receive receivables, and also notifies creditors in writing about the liquidation of a legal entity (clause 1 of Article 63 of the Civil Code). Code of the Russian Federation).

In accordance with paragraph 1 of Article 63 of the Civil Code of the Russian Federation, an announcement of the liquidation of a legal entity is placed in the press, which publishes data on the state registration of a legal entity.

After the end of the period for filing claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, reflecting the state of affairs and property of the liquidated legal entity at the time the decision on liquidation is made and consolidates the relevant data, on the basis of which the liquidation commission (liquidator) makes settlements with creditors and submits claims and lawsuits to debtors. Such data includes information about the composition of the property of the liquidated legal entity, the list of claims presented by creditors, as well as the results of their consideration. The specified balance is subject to approval by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity, in agreement with the body carrying out state registration of legal entities (clause 2 of Article 63 of the Civil Code of the Russian Federation).

If the liquidated legal entity has insufficient cash To satisfy the claims of creditors, the liquidation commission sells the property of a legal entity at public auction in the manner established for the execution of court decisions (clause 3 of Article 63 of the Civil Code of the Russian Federation). Subsequently, the liquidation commission makes payments to the creditors of the liquidated legal entity. Such payment is made in the order of priority established by Article 64 of the Civil Code of the Russian Federation and, as already indicated above, in accordance with the interim liquidation balance sheet (clause 4 of Article 63 of the Civil Code of the Russian Federation). Then the liquidated legal entity is deregistered tax office and in branches of extra-budgetary funds with the issuance of a certificate of the established form for subsequent submission to the registering authority. The appointment of a liquidation commission or liquidator is one of the stages of the liquidation procedure of a legal entity.

The liquidation commission (liquidator) is appointed in almost any case by the person or body that made the decision on liquidation, and acts in accordance with Articles 63 and 64 of the Civil Code of the Russian Federation. The composition of the liquidation commission (liquidator) must be agreed upon with the registration authority that carried out the state registration of this legal entity.

If the decision on liquidation is made by a court, it has the right to impose liquidation on the founders (participants) or a body of a legal entity authorized to do so by the constituent documents. From the moment the liquidation commission is appointed, the functions and rights of the bodies of the liquidated legal entity (general director, etc.), that is, the powers to manage its affairs, are transferred to it. At the same time, the powers assigned in connection with liquidation to the founders or participants of a legal entity by direct regulation of the law (for example, approval of liquidation balance sheets) do not pass to the liquidation commission (liquidator).

Within these limits, the liquidation commission replaces the bodies of a legal entity and, accordingly, by virtue of Article 854 of the Civil Code of the Russian Federation, any write-off of funds from the accounts of a liquidated legal entity is possible only by order of this commission. The liquidation commission acts in court on behalf of the liquidated legal entity (clause 3 of Article 62 of the Civil Code of the Russian Federation).

In accordance with paragraph 8 of Article 63 of the Civil Code of the Russian Federation, the liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased to exist after making an entry to this effect in the unified state register of legal entities. This entry is made by the state body that carried out the state registration of the legal entity. To do this, the following set of documents should be submitted to the registration authority:

    originals of constituent documents of a legal entity;

    a newspaper with a publication about the liquidation of a legal entity;

    liquidation act (minutes of the meeting of the liquidation commission, in which the enterprise is recognized as liquidated);

    liquidation balance sheet approved by the authorized body with a mark from the tax inspectorate;

    completed liquidation card;

    information letter from the tax inspectorate about deregistration of a legal entity;

    certificates from all extra-budgetary funds about the deregistration of a legal entity;

    certificate of delivery of the archive;

    certificates confirming the closure of legal entity accounts;

    seal and corner stamp of the legal entity (if any) for destruction.

The exclusion of a liquidated enterprise from the register is confirmed by a certificate of liquidation issued by the registration body of the liquidation commission (liquidator). In accordance with paragraph 8 of Article 63 of the Civil Code of the Russian Federation, the liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased to exist after making an entry to this effect in the unified state register of legal entities.

All documents of a liquidated enterprise regarding personnel (orders, registration cards, personal account cards for payroll or payroll statements, etc.) are subject to mandatory submission to the archive at the location of the enterprise. In addition, documents on the statutory activities of the enterprise (minutes of meetings of founders, etc.) are submitted to the archive. A detailed list and procedure for processing documents and submitting them to the archive should be clarified in the local archive.

After the documents are accepted by the archive, a certificate of the established form is issued, which is subsequently submitted to the body that registers the liquidation of the enterprise. Documents that are not subject to archiving must be destroyed according to the acts. Document storage procedure accounting determined by Federal Law No. 129-FZ of November 21, 1996 “On Accounting”. Thus, Article 17 determines that organizations are obliged to store primary accounting documents, accounting registers and financial statements for periods established in accordance with the rules for organizing state archival affairs, but not less than five years.

Shelf life various types documents are established in accordance with the list of standard documents generated in the activities of state committees, ministries, departments and other institutions, organizations, enterprises, indicating storage periods (approved by the Main Archival Directorate of the USSR Council of Ministers on 08/15/88 (as amended on 06/27/96).

Termination of activities of individual entrepreneurs

The activities of individual entrepreneurs are terminated in the following cases:

    a court decision declaring an individual entrepreneur insolvent (bankrupt);

    submitting an application for termination to the registration authority entrepreneurial activity.

In the first case, the state registration of an individual entrepreneur loses force from the moment the court makes the corresponding decision, and in the second - from the day the registration authority receives the entrepreneur’s application to cancel his state registration as an individual entrepreneur and the previously issued certificate of registration of the application for termination of business activity. Thus, in the event of voluntary termination of business activity individual entrepreneur loses his status as an entrepreneur from the moment he submits the registration certificate to the body that issued this certificate to him.

An individual entrepreneur is obliged to inform the tax authority at the place of registration about the liquidation (termination) of his activities within three days from the date of such a decision (clause 2 of Article 23 of the Tax Code of the Russian Federation). The procedure for declaring an enterprise bankrupt in legal practice is ambiguous, since in this case inappropriate or completely contradictory tasks arise:

    on the one hand, it is necessary to satisfy the claims of the main creditor, and if the debtor finds himself in a difficult financial situation, then the sale of all his property is possible; then the debtor actually ceases to exist, and, therefore, the claims of other creditors will be impossible to satisfy;

    on the other hand, the problem arises of protecting the interests of the enterprise, especially the interests of the people working there.

The difference between reorganization and liquidation

Taking these factors into account, a court decision may follow not on liquidation, but on the reorganization of the debtor enterprise. Reorganization is a way of both terminating the activities of legal entities and the emergence of new ones. The difference between reorganization and liquidation is as follows. During reorganization, regardless of its type, succession always takes place, that is, the transfer of the rights and obligations of the reorganized legal entity to the newly created one. In this case, all obligations of the reorganized legal entity in relation to all its creditors and debtors (including debt to the budget and extra-budgetary funds for the payment of relevant taxes and fees) are transferred to the newly created legal entity. And, for example, the right to carry out certain types of activities that the reorganized legal entity was engaged in on the basis of a special permit (license) cannot be transferred to the newly created legal entity. This is due to the fact that a license is a purely individualized document, which is issued in the name of a specific legal entity. Thus, a “new” legal entity arising during the reorganization process should receive required licenses again, in his “new” name.

As for liquidation, in this case there is no transfer of the rights and obligations of the liquidated legal entity through succession. The Civil Code of the Russian Federation identifies the following types of reorganization of legal entities (Article 58):

  • merger;
  • accession;
  • separation;
  • selection;
  • transformation.

Merger of legal entities

When legal entities merge, the rights and obligations of each of them are transferred to the newly emerged legal entity in accordance with the transfer deed. Thus, during a merger, the independent existence of the merging organizations ceases, and a new legal entity is formed on their basis. Reorganization of legal entities in the form of a merger is considered completed from the moment of state registration of the newly emerged legal entity - the legal successor. From this moment on, legal entities reorganized by merger are considered to have ceased to exist.

Merger of a legal entity with another legal entity

When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter in accordance with the transfer deed. That is, one legal entity merges into another and thus ceases to exist as such, while this “other” continues to exist. Reorganization of a legal entity by merger is carried out by registering the termination of the activities of a legal entity merging with another legal entity. This “other” legal entity is considered the legal successor of the merged legal entity from the moment the latter ceases to exist. The affiliated legal entity is considered to have ceased to exist from the moment of its exclusion from the unified state register of legal entities. State registration of the termination of the activities of the merging legal entity is carried out by the registering authority by making a corresponding entry in the unified state register of legal entities. At the same time, information about legal succession is entered into the charter of the “other” legal entity, that is, about the obligations transferred to it from the joining legal entity in accordance with the separation balance sheet and the transfer deed. Corresponding changes to the charter are also subject to state registration.

Division of a legal entity

When a legal entity is divided, its rights and obligations are transferred to the newly created legal entities in accordance with the separation balance sheet. In other words, new ones arise on the basis of a defunct legal entity. Reorganization of a legal entity through division is carried out through state registration of newly emerging legal entities. Reorganization of a legal entity in the form of division is considered completed, and the legal entity is considered to have ceased to exist from the moment of state registration of all legal entities - legal successors of the reorganized one. The registering authority enters into the unified state register of legal entities information about new legal entities arising as a result of the division of a legal entity.

Separation of one or more legal entities from a legal entity

When one or more legal entities are separated from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the separation balance sheet. Thus, a new legal entity arises, and the one from which it was separated continues to exist. Reorganization of a legal entity in the form of separation is carried out through state registration of a newly emerging legal entity (entities), which will be the legal successor of the legal entity from which the separation occurred in terms of the rights and obligations determined by the separation balance sheet.

During reorganization in the form of separation, the legal entity from which the legal entity(ies) were separated does not cease to exist. Reorganization of a legal entity in the form of separation is considered completed from the moment of state registration of the legal entity - the legal successor. The charter of the legal entity from which the separation occurred includes information about legal succession, that is, about the obligations transferred to the separated legal entity in accordance with the separation balance sheet and the transfer act. These changes to the charter are subject to state registration.

Transformation of a legal entity of one type into a legal entity of another type

The transformation of a legal entity of one type into a legal entity of another type consists of changing the organizational and legal form. In this case, the rights and obligations of the reorganized legal entity are transferred to the newly emerged legal entity in accordance with the transfer deed. In this case, the legal entity ceases to exist, and a new one arises on its basis. The transformation of a legal entity is carried out through state registration of a newly emerging legal entity. The transformed legal entity is considered to have ceased to exist from the moment of state registration of the newly emerged legal entity (successor).

Thus, in four cases of reorganization out of five, a legal entity ceases to exist, and in three of them - during division, merger and transformation - along with the termination, a new (in case of merger and transformation) or several new (in case of division) legal entities arise. When separating, there is only the emergence of one or several new legal entities.

The decision to reorganize a legal entity is made by its founders (participants) or a body of the legal entity authorized by the constituent documents. The persons or body that made the decision to reorganize a legal entity are obliged to notify in writing the creditors of the reorganized legal entity. Creditors of a reorganized legal entity have the right to demand termination or early fulfillment of obligations for which this legal entity is the debtor, and compensation for losses (clause 2 of Article 60 of the Civil Code of the Russian Federation). The founders (participants) of a legal entity or the body that made the decision on its reorganization approve the transfer act or separation balance sheet. The preparation of a separation balance sheet or transfer act must be preceded by an inventory of the property and monetary obligations of the reorganized legal entity.

The final stage of the reorganization process, depending on its type, is either state registration of newly emerged legal entities (during merger, division, spin-off and transformation) or making changes to the constituent documents of existing legal entities (during merger). For registration, the constituent documents of newly emerged or existing legal entities, a transfer deed or separation balance sheet, as well as other documents are submitted.

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 at the 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 the founders do not proceed with this method of closing the organization within the prescribed period, 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:

  1. 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.
  2. . 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.
  3. Publication of information about decision made in the official source, "". It is important that further actions can be carried out only after two months.
  4. Notification of all creditors. This mandatory conditions, because within a few months all demands for repayment of debts must be made.
  5. . 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.
  6. Preparation of documents. The law establishes a clear list of papers that ultimately must be submitted to the tax authority:
    • decision to close the organization, that is, a signed document 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 prevent government bodies from remembering the previously existing company in the future, 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 to 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.

  1. 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.
  2. 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.
  3. 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.

There are two ways to terminate the activities of a legal entity: reorganization(except for highlighting) and liquidation.


At reorganization, as a rule, all rights and obligations of a legal entity are transferred to other organizations (legal entities), i.e. universal succession occurs. It should be noted that if new legal entities do not have special licenses, some rights may, as an exception, not be transferred to them.


Reorganization of a legal entity is carried out in the following ways:


1. 2. Merger several organizations into one.


2. Separation organizations for several new ones.


3. Accession one organization to another.


4. Selection an organization from another (the latter’s activities do not cease);


2. 5. Conversion one organization to another by changing its organizational and legal form, for example: LLC to ALC or to a unitary enterprise.


As a general rule, reorganization is carried out voluntarily by decision supreme body management of a legal entity. In some cases, forced reorganization is allowed, in particular in connection with antimonopoly policy (prohibition of mergers, affiliations, transformations of organizations, or a requirement for forced division) or for the purpose of economic strengthening of the organization, i.e. prevent the bankruptcy of one of them.


When reorganizing, it is necessary to notify creditors in advance, since the reorganization affects their interests. Creditors may demand early fulfillment or termination of obligations and compensation for losses.


Reorganization of legal entities is being formalized deed of transfer (merger, accession, transformation), or separation balance sheet (division, selection). The reorganization ends at the moment of state registration of newly created entities or at the moment of exclusion of the affiliated entity from the state register.


At liquidation the activity of a legal entity is terminated without legal succession, i.e. without transferring his rights and obligations to other persons in the order of succession.


Liquidation may be carried out voluntarily by decision of the competent body of a legal entity in cases of achieving the goals of its creation, expiration of the terms of activity, declaring the person insolvent, etc.; and also in forced order by a court decision on a claim from a competent government agency due to carrying out activities without a license prohibited by law, gross violation of the law, etc.


Liquidation of a legal entity occurs in the following order:


1. The body that made the decision on liquidation, reports to the registration authority about its decision to place the relevant information in the register; defines term and procedure for liquidation; appoints liquidation commission (liquidator), to which from this moment the powers of the organization’s management body come.


2. Liquidation commission (liquidator):


Publishes a message in the media about the liquidation of the organization, which indicates the procedure and timing for accepting claims (demands) from creditors for at least two months (Clause 1, Article 59 of the Civil Code), identifies and notifies all creditors in writing;


Collects accounts receivable;


Evaluates accounts payable and makes a decision to satisfy or reject creditors' claims, draws up an interim liquidation balance sheet (asset-liability);


Satisfies legal requirements in the manner prescribed by law. In Art. 60 of the Civil Code indicates the order of satisfaction of requirements. There are five queues in total:


1) claims of citizens to whom the liquidated person is liable for causing harm to life or health;


2) calculations for the payment of severance pay, wages of persons working under employment contract, on payment of royalties under copyright agreements;


3) debt on mandatory payments to the budget and off-budget funds;


4) claims of creditors for obligations secured by a pledge of property of the liquidated organization;


5) settlements with other creditors.


Queue must be respected, and satisfaction of a subsequent queue is not allowed without full satisfaction of the requirements of the preceding queue.


After repayment of the specified debt, a final liquidation balance sheet is drawn up;


Distribution of the remaining property between the participants of the organization, unless otherwise follows from the law or constituent documents.


3. All liquidation documents are transferred to the state registration authority, which makes an appropriate entry in the state register. From this moment on, the legal entity loses its legal capacity and is considered terminated.

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The activities of an organization can be terminated in two ways: during reorganization or during liquidation.

Reorganization represents the termination of the activities of one organization with the transfer of rights and obligations to another organization.

Reorganization of a legal entity is carried out in the following forms:

Merger of several legal entities into one;

Merger of one or more legal entities to another;

Division of a legal entity into several independent organizations;

Separation from a legal entity (without ceasing its activities) of one or more new legal entities;

Transformation of a legal entity from one organizational and legal form to another (Clause 1, Article 57 of the Civil Code of the Russian Federation).

In all these cases, with the exception of separation, the activities of at least one legal entity are terminated, but its rights and obligations do not terminate, but are transferred to the newly created legal entities in the manner of succession. Succession also occurs during separation, because in this case part of the rights and obligations of the remaining legal entity passes to the newly created (spin-off) legal entity.

Consequently, the reorganization of a legal entity always entails the emergence of succession (even without being associated with the termination of its activities in the event of separation). This is a fundamental difference from the liquidation of a legal entity, in which no succession in rights and obligations arises, because they, like their subject - a legal entity, are subject to termination.

Reorganization of a legal entity, as a general rule, is carried out voluntarily, by decision of its founders or a body authorized by its constituent documents, for example, a general meeting of its participants. Voluntary reorganization in the form of merger, accession or transformation in cases provided for by law can be carried out with the prior consent of state bodies (clause 3 of Article 57 of the Civil Code of the Russian Federation). Such consent is required to be obtained from antimonopoly authorities that control the emergence of economic entities that could occupy a dominant position in the market. commodity market.

In cases directly provided for by law, reorganization in the form of division and allocation may be carried out forcibly, by decision of the competent government agency or court. Thus, in accordance with the law, legal entities occupying a dominant position in any product market, in the event of repeated violations of the requirements of antimonopoly legislation, may be subject to forced division or separation of independent organizations from their composition.

The reorganization of legal entities is formalized either by a transfer act (balance sheet) (in cases of merger, accession and transformation), or by a separation balance sheet (in cases of separation and separation) (Article 58 of the Civil Code of the Russian Federation).

Creditors must be notified in writing of the ongoing reorganization, and they may demand early termination or fulfillment of obligations and compensation for related losses. Compliance with the rights of creditors is also guaranteed by the provisions of Art. 60 of the Civil Code of the Russian Federation, according to which the transfer act or separation balance sheet must necessarily contain information about all obligations of the reorganized legal entity, including those disputed at the time of reorganization. If after the reorganization it is impossible to determine a successor, the newly created legal entities bear joint liability to the creditor. Such liability means that the creditor has the right to make a claim in in full to any of the newly created organizations

The reorganization is considered completed (taken place) from the moment of state registration of newly emerged legal entities, and in the case of merger - from the moment of state registration of the termination of the activities of the merged legal entity (Clause 4 of Article 57 of the Civil Code of the Russian Federation). It should be noted, however, that similar rules also exist in a number of special laws on certain types legal entities (for example, paragraph 4 of Article 15 of the Law “On Joint-Stock Companies”; paragraph 3 of Article 51 of the Law “On Limited Liability Companies”; paragraph 2 of Article 26 of the Law “On Production Cooperatives”; paragraph 3 of Art. 16 of the Law “On Non-Profit Organizations”).

Liquidation a legal entity is a way to terminate its activities in the absence of succession in its rights and obligations (clause 1 of article 61 of the Civil Code of the Russian Federation). Since the rights and obligations of a legal entity are not transferred to legal successors, the task of ensuring the rights and interests of creditors (other participants in property turnover) becomes even more important here than in cases of its reorganization. Therefore, the law establishes a special procedure for the liquidation of a legal entity. Liquidation as a method of terminating a legal entity is a rather complex legal phenomenon that entails a kind of “death” of a particular business entity.

Liquidation can be carried out voluntarily, by decision of the founders or an authorized body of a legal entity, in particular, after the expiration of the period or with the achievement of the goals for which it was created (for example, the management of an enterprise under construction ceases its activities after the finished facility is put into operation). Forced liquidation is also possible in accordance with a court decision (clause 2 of Article 61 of the Civil Code of the Russian Federation). The grounds for it are the implementation by a legal entity of its activities without proper permission (license) or with repeated or gross violation of the law or other legal acts, as well as the contradiction of this activity to legislative prohibitions (including the systematic violation of its special legal capacity by a non-profit organization). Cases of forced liquidation of a legal entity can only be provided for by the Civil Code of the Russian Federation. These also include the court invalidating the registration of a legal entity due to irreparable violations of the law committed during its creation, since in this case the “voluntary” liquidation of a legal entity is, in fact, forced (forced) in nature. A special case of liquidation of a legal entity is its insolvency (bankruptcy).

Liquidation of a legal entity is a fairly lengthy procedure, the main content of which is to identify and satisfy the claims of creditors. At the same time, the legal entity continues its activities (until it is removed from the state register). Therefore, both existing and potential counterparties must be aware and warned that this legal entity is in the process of liquidation and is making payments to its creditors, having decided (or being obligated) to cease its activities. For this purpose, persons or bodies that made a decision to liquidate a legal entity must immediately notify the registration authority in writing in order to enter the relevant information into the state register (Clause 1 of Article 62 of the Civil Code of the Russian Federation).

The statutory mandatory liquidation procedure is also designed to protect the interests of creditors. After all, the founders or participants of a legal entity during its liquidation are usually interested in preserving the maximum possible balance of property after completion of all payments, since it usually becomes their property. Therefore, liquidation must take place under the control of the body that carried out the state registration of the legal entity.

Liquidation begins with the appointment of a special liquidation commission (liquidcom) or a sole liquidator by the persons or body that made the decision to liquidate the legal entity, to whom all powers to manage the affairs of the legal entity are transferred, including appearing in court on its behalf (clauses 2 and 3 Art. 62 of the Civil Code of the Russian Federation). Such a commission (or a sole liquidator) is appointed by mandatory agreement with the registration authority (Clause 1, Article 62 of the Civil Code of the Russian Federation). The above actions constitute the first stage of the liquidation process.

The main task of the liquidation committee is to identify all debts of a legal entity and carry out settlements with its creditors, therefore, at the second stage, the liquidation committee is obliged to publish a notice of the liquidation of the legal entity, as well as the procedure and deadline for filing claims by its creditors (and such a period cannot be less than two months from date of this publication) and notify in writing of the liquidation all creditors known to him. In addition, the liquidation committee takes all other possible measures to identify creditors, as well as to collect debt from debtors of the liquidated legal entity (accounts receivable). It should be noted that the legislator allows the publication of a notice in any media, without in any way limiting the choice of the liquidation committee. An exception is provided for cases of bankruptcy - such announcements must be published in " Rossiyskaya newspaper", as well as other cases provided for by law (for example, announcements about the liquidation of credit institutions must be placed in the "Bulletin of the Bank of Russia").

After the deadline for submitting claims by creditors, the liquidation committee must draw up an interim liquidation balance sheet, which reflects information about the actual composition of the property of the liquidated legal entity, the list of claims submitted by creditors and the results of their consideration (the possibility of satisfaction or rejection). This balance is approved by the persons or bodies that made the decision on liquidation, also in agreement with the registering authority (Clause 2 of Article 63 of the Civil Code of the Russian Federation). The latter must therefore monitor the correctness and validity of the balance sheet data. These actions complete the second stage of liquidation.

If, according to the interim balance sheet, the liquidated legal entity does not have enough funds to satisfy the claims of creditors, the liquidator sells its property at public auction (usually in the form of an auction in order to obtain the maximum possible amount for it). If there is a shortage of this property, in some cases it is possible to file a claim to satisfy the remaining part of the claims at the expense of the property of the founder (state-owned enterprise or institution) or participants of the legal entity ( full comrades, participants in additional liability companies, production cooperatives, associations and unions). In this case, the creditor is not bound by the deadlines for approving the liquidation balance sheet and the work of the liquidation commission. This is the third stage of liquidation.

From the date of approval of the interim liquidation balance sheet, settlements with creditors of the legal entity begin, constituting the fourth stage of its liquidation. They are carried out in the order of priority established by Art. 64 Civil Code of the Russian Federation. In accordance with it, three sequentially satisfied queues of privileged creditors are provided, whose claims are satisfied preferentially before other creditors. There is also a fourth priority, which includes the claims of all other (non-privileged) creditors, payments to which begin only after a month has passed from the date of approval of the interim liquidation balance sheet. In this case, the requirements of each subsequent queue are satisfied only after the requirements of the previous queue are fully satisfied (clause 2 of Article 64 of the Civil Code of the Russian Federation). Consequently, if there is a shortage or absence of the necessary property, the requirements of subsequent queues may remain unsatisfied. Among creditors of the same priority, the property of a liquidated legal entity, if it is insufficient, is distributed in proportion to the amounts of their claims. For example, if the requirements of the corresponding queue amount to 500 thousand rubles, and the property remaining after satisfying the demands of the previous founders of the queues costs 100 thousand rubles, then this means that each of the creditors of this queue will receive only 20 kopecks per ruble of debt.

First of all, the requirements of citizens to the liquidated legal entity for compensation for harm caused to life or health, as well as for compensation for moral damage are included. When liquidating credit institutions, the claims of individual depositors for deposits not related to business activities are also satisfied first of all. Secondly, there are claims for wages and remuneration under copyright contracts that arose both before and during the liquidation process. Thirdly, the requirements for mandatory payments to the budget (taxes) and extra-budgetary funds (pension, etc.) are satisfied. All other requirements relate to the fourth stage.

If the liquidation committee refuses to satisfy a specific claim of a creditor, the latter has the right to file a corresponding claim in court (until the final liquidation balance sheet is approved). During the same period, it is still possible to submit a claim to the liquidator, despite missing the deadline established by it for these purposes. In both situations, the creditors' claims can be satisfied from the remainder of the property, if any. In the absence of such a balance, the creditors' claims are considered extinguished. The claims of creditors rejected by the liquidation committee and then not presented in court, or claims the satisfaction of which the creditor was denied by a court decision (clauses 4-6 of Article 64 of the Civil Code of the Russian Federation) are also repaid.

The last, fifth stage of liquidation begins after completion of all settlements with creditors. The liquidation committee draws up the final liquidation balance sheet, which is approved by the persons or body that made the decision to liquidate the legal entity, in agreement with the registration authority (clause 5 of article 63 of the Civil Code of the Russian Federation). The remainder of the property is transferred to the founders or participants of the legal entity, and upon liquidation of some non-profit organizations used for the purposes provided for by law and their constituent documents. Liquidation is considered completed, and the legal entity is considered to have ceased to exist from the moment an entry about this is made in the state register (clause 8 of Article 63 of the Civil Code of the Russian Federation).