What is termination of a legal entity? Termination of a legal entity. Reorganization of a legal entity: concept and forms

26.09.2019

1. General Provisions. Legal entities not only arise, but also stop its activities in accordance with the procedure established by law. In this case, it is necessary to distinguish between the statutory reasons, methods And forms termination of activities of legal entities.

Grounds for termination– these are certain factual circumstances with which the law connects the termination of the activities of legal entities.

The grounds for terminating the activities of legal entities can be very different. If, for example, a legal entity was created to achieve a certain goal, then upon achieving this goal it ceases to exist. The expiration of a certain period for which a legal entity was created is also grounds for termination of its activities.

Legal entities based on private ownership and created in any organizational and legal form cease to exist not only on the grounds provided for by law, but also on grounds that may be additionally determined by their charters or regulations.

Termination methods- this is the procedure for terminating the activities of legal entities provided for by law.

Yes, termination government organizations, which are legal entities, is carried out by the body by whose decision they were formed. Legal entities of any organizational and legal form, based on private ownership and created at the request of their founders, can terminate their activities in the same voluntary manner.

Thus, the methods of terminating legal entities are not fundamentally different from the methods of their creation.

It is, however, also possible forcible termination of the activities of legal entities, i.e. against the will of their founders. Based on a court decision, business companies cease their activities if they are declared bankrupt, systematically and grossly violate the current legislation, if the constituent documents are declared invalid, in other cases provided for by the current legislation (Article 19 of the Law of Ukraine "On business entities Oh"). By a court decision, an association of citizens ( public organization or Political Party) is dissolved (ceases its activities) in cases where its activities take on a nature that undermines the security of the state, restricts generally recognized human rights, in other cases provided for in Art. 4, 22 and 32 of the Law of Ukraine “On Citizens' Associations”.

Forms of termination– these are methods for terminating the activities of legal entities provided for by law.

Legal entities are terminated through reorganization and liquidation.

2. Reorganization of legal entities. For many decades, reorganization was seen as a way to end legal entity, different from liquidation by the presence of succession. This approach was predetermined by the norms of Art. 37 of the Civil Code of the Ukrainian SSR of 1963. The legislation lacked even legal definitions of both the reorganization itself and its individual forms.

As a result of codification, the Criminal Code of Ukraine retains the term “reorganization”, traditional for our legislation, and establishes the possibility of terminating the activities of a business entity through its reorganization (merger, accession, division, separation, transformation) (Article 59). At the same time, the Civil Code of Ukraine does not contain the general term “reorganization”. It is replaced by a list of its forms: merger, accession, division, transformation (Part 1, Article 104). This was explained by the desire of the developers of the Civil Code of Ukraine to apply European legal structures, which do not have this term, and legal norms indicate individual forms of reorganization or a list of them, or use the phrase “termination, which does not entail liquidation.”

The main goal of the reorganization is not the termination of the subject of law, but, on the contrary, the continuity of the implementation economic activity, preservation and continuation of an integral property complex either in the form of the creation of a new entity, or “...by inclusion in an already existing entity.” However, always, with any form of reorganization, its result is the appearance in commercial circulation of a new or updated integral property complex (integral property complexes).

Analyzing the process of reorganization, it is possible to identify its inherent elements of both creation and termination. New entities are created through reorganization in four legal forms - merger, separation, division, transformation. Elements of creation in these forms can be traced in the emergence of: a new property base of the organization - a new size of the authorized capital, a changed qualitative composition of the integral property complex (integral property complexes), as well as the subject (subjects) of the reorganization.

Subjects also cease to exist in four forms - upon merger, annexation, division, and transformation. The elements of liquidation include, in particular, the closure of bank accounts, deregistration with tax authorities, exclusion from the Unified State Register of Legal Entities (hereinafter referred to as the Unified State Register), and submission of seals and stamps for destruction.

As we can see, the elements of creation and termination simultaneously take place only during merger, division and transformation, while in other forms of reorganization only one of the elements occurs: either only termination (upon accession), or only creation (upon separation).

The rights and obligations of the legal predecessor, depending on the form of reorganization, may be transferred to a different number of legal successors. Upon merger and accession, they become in full only to one legal successor, and not to several (as in a division) or to one or more (as in a separation). This, on the one hand, is common feature such legal forms of strengthening the position in the market as mergers and accessions, with the help of which the economic problem is solved - the capitalization of business companies. On the other hand, their distinctive feature from such forms of reorganization as division and spin-off.

So, the signs of reorganization are:

1) the emergence of a new or updated integral property complex of a legal entity;

2) creation of one (or more) legal entity (entities) and (or) termination of one (or more) legal entity (entities);

3) the presence of succession between the reorganized legal entities (legal predecessors and successors).

Reorganization is the termination of the activities of a legal entity when its affairs and property are not liquidated, but are transferred to another legal entity that is obliged to perform the functions of the ceased legal entity.

There are 5 forms of reorganization: merger, accession, division, separation and transformation.

When one legal entity merges with another, all property rights and obligations of each of them are transferred through a transfer deed to the legal entity resulting from the merger.

When one legal entity merges with another, all property rights and obligations of the merged legal entity are transferred to the latter.

When dividing a legal entity, the property rights and obligations of the reorganized legal entity are transferred to the new legal entities according to the separation act in the relevant parts.

When one or more new legal entities are separated from a legal entity, the property rights and obligations of the reorganized legal entity are transferred to each of them according to the separation balance sheet in the appropriate parts.

When one legal entity is transformed into another, all property rights and obligations of the previous legal entity are transferred to the newly emerged legal entity (the organizational and legal form changes: a state enterprise in a joint-stock company).

The participants of a legal entity, the court or the body that made the decision to terminate the legal entity, appoint, in agreement with the body carrying out state registration, a commission for the termination of the legal entity (the functions of the commission may be assigned to the management body of the legal entity):

– from the moment the commission is appointed, the powers to manage the affairs of the legal entity are transferred to it;

– the commission acts on behalf of a legal entity that is being terminated;

– the commission for the termination of a legal entity publishes in the print media of the media (“Uriadovy Kuryer”, or a specially created print body from state registration) information that the legal entity is in a state of reorganization and the procedure and deadline for filing claims against it (this period cannot be less than 2 months);

– the termination commission takes all possible measures to identify creditors and personally notifies them of the termination of the legal entity.

A legal entity is considered to have ceased to exist from the date of entry into the Unified State Register of Enterprises and Organizations of a record of its termination (Article 104 of the Civil Code, Article 59 of the Criminal Code - records of the termination of its activities). The termination of the activities of legal entities is carried out, as a rule, in the same order in which they were created (with the exception of bankruptcy).

Liquidation a legal entity is a way to terminate its activities without transferring rights and obligations through succession to other persons. The Civil Code of Ukraine contains a list of grounds for liquidation of legal entities, which can be either voluntary or compulsory.

IN voluntary In accordance with the procedure, a legal entity is liquidated by a decision of its participants or a body of the legal entity authorized to do so by the constituent documents. The grounds for voluntary liquidation are the expiration of the period for which it was created, the achievement of the goals of the organization for which it was created, as well as in other cases provided for by the constituent documents (clause 1, part 1, article 110 of the Civil Code of Ukraine).

Forced liquidation is carried out by a court decision on the court declaring the state registration of a legal entity invalid due to violations committed during its creation that cannot be eliminated, as well as in other cases established by law (for example, if it carries out activities that are contrary to the statutory documents or prohibited by law; failure to provide throughout the year to the tax authorities of financial reporting documents; the presence in the Unified State Register of a record of the absence of a legal entity at the location indicated by it, etc.).

For some types of legal entities, the law establishes additional grounds for liquidation. The Civil Code of Ukraine provides additional grounds for liquidation individual species legal entities operating within the framework of certain organizational and legal forms. For example, according to Part 1 of Art. 141 of the Civil Code of Ukraine number of company participants with limited liability should not exceed the limit established by the legislation of Ukraine. Otherwise, it is subject to transformation into a joint stock company within one year, and upon expiration of this period - liquidation judicial procedure, if the number of its participants does not decrease to the established limit. A limited liability company cannot have another business company consisting of one person as its sole participant.

Part 2 Art. 38 of the Law of Ukraine “On state registration of legal entities and individuals– subjects entrepreneurial activity» establishes that the basis for a court decision on liquidation is the inconsistency minimum size statutory fund of a legal entity to the requirements of the law. This general basis is specified for business entities. The legislation provides for such grounds for liquidation as loss of property, i.e. reduction in cost net assets organizations below the minimum size level authorized capital . Thus, a limited liability company is also subject to liquidation if its participants have not paid the full amount of their contributions during the first year of the company’s activities or if the value of net assets decreases below the level established by law(Part 4 of Article 144 of the Civil Code of Ukraine). A similar rule only regarding joint-stock companies is contained in Part 3 of Article 155 of the Civil Code of Ukraine.

Another example of establishing additional grounds in legislation could be Art. 83 of the Law of Ukraine “On Business Companies”, as well as Part 1 of Art. 139 of the Civil Code of Ukraine, which provide that a limited partnership is terminated in the event of the departure of all participants from it full responsibility. Under such circumstances, all the necessary composition of a limited partnership is lost, and it ceases to correspond to its form. However, under such circumstances full members have the right to transform a limited partnership into a full partnership.

The constituent documents may provide for the liquidation of a general partnership in the event of the departure of any of the participants from it. According to Part 1 of Art. 132 of the Civil Code of Ukraine, a general partnership is liquidated if there is only one participant left in the society. Liquidation of both a full and limited partnership takes place if only one member of the company remains due to the fact that these organizational - legal forms societies are an association of two persons to conduct business activities. However, this participant has the right, within six months from the moment he became the sole participant of the company, to transform it into another business company. This is a wise decision by the legislator, since it is inappropriate to liquidate, for example, a general partnership that was created by two persons and brings a stable income in the event of the death of one of the participants. However, if the remaining participant does not take advantage of the opportunity provided to transform the business company, he will be forced to accept its liquidation.

Article 36 of the Law of Law “On Securities and the Stock Market” stipulates that the activities of the stock exchange are terminated when its members become less than ten. If the stock exchange has ten members left, its activities will cease if new members are not admitted within six months. These are additional grounds for terminating stock exchanges, and in other cases, the activities of the stock exchange are terminated in accordance with the legislation of Ukraine on joint stock companies and other types of business entities.

Liquidation procedure legal entity is regulated by Art. 111-112 Civil Code of Ukraine, Art. 60 – 61 HC of Ukraine and consists of the following stages:

1) the participants of the organization, its authorized body or the court, which made the decision on liquidation, appoint a liquidation commission (or a sole liquidator), determine the procedure and timing of liquidation. The liquidation commission assumes all powers to manage the legal entity;

2) the liquidation commission publishes a notice in the press about the liquidation of a legal entity, the procedure and deadline for filing claims by creditors (this period cannot be less than 2 months), identifies all creditors and notifies them of the liquidation, and collects the receivables of the legal entity;

3) the liquidation commission evaluates the composition of accounts payable, makes a decision to satisfy (reject) the identified claims and draws up an interim liquidation balance sheet;

4) in accordance with the interim liquidation balance sheet, the legal claims of creditors are satisfied, and payments are made in the order of priority established by Art. 112 Civil Code of Ukraine. If Money the organization is not enough to pay creditors, the liquidation commission sells the property of the legal entity;

5) after repayment of accounts payable, the liquidation commission draws up the final liquidation balance sheet and distributes the remaining property between the participants of the legal entity, unless otherwise follows from the law or constituent documents organizations. All documents formalizing the liquidation are transferred to the registration authority, which, on their basis, makes a corresponding entry in the unified state register of legal entities. From this moment on, the legal entity is liquidated.

The specifics of the liquidation procedure in the event of bankruptcy of a legal entity are established by the Law of Ukraine “On restoring the debtor’s solvency or declaring him bankrupt.”

Control questions

1. Define a legal entity. What are the characteristics of a legal entity?

2. Expand the concept of “organizational unity of a legal entity” and determine the governing bodies of the legal entity. What is “corporate democracy”?

3. How is the property independence of a legal entity expressed? Expand the concept and meaning of the authorized capital.

4. Expand the meaning of independent property liability of legal entities and the features of the liability of some legal entities (state-owned enterprises, general companies, limited partnerships, companies with additional liability).

5. What methods of creating legal entities are distinguished in the science of civil law?

6. What legislative acts regulate the creation of legal entities?

7. Who has the right to establish a legal entity? Who is the founder and participant of a legal entity?

8. What rights and obligations do a participant in a legal entity have?

9. What is the importance of state registration of legal entities? What is the Unified State Register?

10. Determine the procedure for registering legal entities and the grounds for refusing state registration of a legal entity.

11. Determine the bodies authorized to make decisions on invalidating a record of state registration, and the legal consequences of such a decision.

12. By what criteria can legal entities be classified?

13. Name the organizational and legal forms of legal entities.

14. What types of business companies do you know? Describe the features of their legal status.

15. The concept of a cooperative. Types of cooperatives.

16. Features of the status and responsibility of a state-owned enterprise.

17. Legal status of the institution.

18. What is reorganization of a legal entity?

19. What is the liquidation of a legal entity? What are its legal consequences?

20. The procedure for liquidating a legal entity: the legal status of the liquidation commission, the procedure for satisfying the claims of creditors.

The activities of a legal entity are terminated through its reorganization (Article 57) or liquidation (Article 61).

Reorganization of legal entities is carried out in the following forms: a) merger of several legal entities into one; b) merger of one or more legal entities to another; c) division of a legal entity into several independent legal entities; d) separation from a legal entity (which does not cease its activities) of one or more new legal entities; e) transformation of a legal entity from one legal entity to another. In all cases, except for “d”, the activity of at least one legal entity is terminated, but its rights and obligations do not terminate, but are transferred to the newly created legal entities in the order of succession. Succession also occurs during separation, because part of the rights and obligations of the remaining legal entity passes to the separated legal entity. Consequently, the reorganization of a legal entity always carries succession, and this is its difference from the liquidation of a legal entity, in which no succession arises, because their subject (LE) is subject to termination.

Reorganization of legal entities according to general rule is carried out by it voluntarily, by decision of its founders or its authorized body ( general meeting). Voluntary reorganization in the form of merger, accession or transformation in cases provided for by law requires the prior consent of government agencies (antimonopoly or other). In cases expressly specified in the law, reorganization in the form of separation and separation can be carried out forcibly, by decision of the competent government agency or court (legal entities that occupy a dominant position in the market have repeatedly violated the requirements of antimonopoly legislation). Reorganization of a legal entity is formalized either by a transfer act (balance sheet) (merger, accession or transformation) or by a separation balance sheet (division and separation). These documents must contain a provision on the succession of all rights and obligations of the reorganized legal entity in relation to its creditors and debtors (Article 59). Often in practice, the reorganization of a legal entity worsens the position of creditors, therefore the law requires notification of all creditors about the decision made by the founders, and the latter have the right to demand termination or early fulfillment of relevant obligations and compensation for losses incurred. The approved PA or RB must be submitted to the GR along with other documents. The reorganization is considered completed from the moment of the GR of the newly emerged legal entities, and in the case of merger - the GR of the termination of the activities of the merged entity.

Liquidation of a legal entity is a method of terminating its activities in the absence of succession in its rights and obligations. In this case, the task of protecting the rights and interests of creditors becomes even more important than in cases of reorganization. The Civil Law establishes a special procedure for the liquidation of legal entities. Liquidation can be carried out voluntarily by decision of the founders or an authorized body of the legal entity. Forced liquidation is also possible in accordance with a court decision, on the basis of: carrying out activities without proper permission (license); repeated gross violation of laws or regulations; Contradiction of activities with legislative prohibitions, etc. The Civil Code provides for all cases of forced liquidation of a legal entity. A special case of liquidation of a legal entity is bankruptcy.

Liquidation of a legal entity is a fairly lengthy procedure, the main content of which is to identify the satisfaction of the claims of creditors. At the same time, the legal entity continues its activities, and the persons who made the decision on liquidation notify the registration authority about this. The reported information is entered into the state register, and the words “in liquidation” must be added to the name of the legal entity. Liquidation takes place under the control of the body that carried out the GR of the legal entity. Stages of liquidation of a legal entity: appointment, with the consent of the registration body, of a special liquidation commission (sole liquidator); publication in the media of a notice of liquidation, as well as the procedure and timing (at least 2 months) for filing claims by creditors and written notification of this to known creditors; approval of the interim liquidation balance sheet; if there is insufficient funds to satisfy the stated requirements - sale of the legal entity’s property at public auction; settlements with creditors of legal entities in order of priority (Article 64 – recourse, salary, collateral, taxes, others); drawing up a liquidation balance sheet and its approval, transferring the remaining property to the founders. Liquidation is considered completed, and the legal entity has ceased to exist, from the moment an entry about this is made in the state register.

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:

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 Required 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.

Termination of 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 caused by insolvency, the inability to pay off obligations in deadlines. 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 stated 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 completion of activities

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 the entry on the completion of the activities of the acquired company is included in the State Register.

Documentation

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 involved 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 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 legal 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.

Liquidation of a business entity means a procedure, the result of which is the termination of activities, as well as the immediate existence of a legal entity in the manner established by the norms of 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. On a voluntary basis - a decision to terminate activities can be made in the prescribed manner by the participants of a legal entity, or by a body authorized to do so.
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 activity goals 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.