Different companies can be opened to conduct business in various directions. Often, an activity is disadvantageous or there are other reasons for the liquidation of a legal entity. It is important to understand the rules for implementing this process so that there are no problems with the tax authorities.
Legal entity liquidation concept
Legal entities are represented by unique and numerous legal entities, and upon liquidation this right disappears. After this process, the company ceases to be a member of various relations with the state, contractors or individuals. Therefore, all the rights and obligations of this organization are transferred to affiliates, which requires an appropriate court decision. They may also remain unsatisfied.
Relatively recently, participants in firms were liable for their obligations with exclusively invested funds in the authorized capital. But significant amendments have already been made to the legislation, based on which, under certain conditions, debts can be repaid even at the expense of the personal funds of participants in the company. This is possible if the court proves that the founders specifically conducted activities in such a way that the company had financial problems, as a result of which there is a need to liquidate the legal entity.
If there are no significant debts, then the company may be closed by decision of the founders, so the procedure begins on the basis of the protocol.
When is forced liquidation possible?
Reorganization or liquidation of legal entities is a complex process, and the direct managers of the company are not always the initiators, since even other market participants may have reasons for this.
Forced closure of an enterprise may be subject to the following reasons:
- the chosen legal form does not correspond to the actual activity, for example, a non-profit organization is engaged in trade for profit;
- gross violations are revealed that were made by the founders in the process of creating the company;
- the activity contradicts the information indicated in the Charter of the company;
- work is carried out without obtaining prior permission or obtaining a license;
- the company systematically violates the terms of the law, for example, accounting is not kept or employees are not formalized in an official way;
- the company is engaged in activities that are prohibited in the Russian Federation.
Under all the above conditions, the compulsory liquidation of legal entities is appointed. Such an action is a certain measure of punishment. Often, the reason is even inaction on the part of the management of the company, when the rights of employees are violated or there are other serious illegal actions.
The insolvency of the enterprise cannot be the reason for its liquidation, since under such conditions the bankruptcy procedure begins. Forced closure is implemented only by court order. A lawsuit may be filed by various government agencies or other persons whose rights have been violated by the company.
Whose interests are affected?
State liquidation of a legal entity affects the interests of many companies or individuals, which include:
- company employees who will be forced to look for new jobs;
- founders losing their organization;
- shareholders who have invested their own funds in the development of this enterprise;
- counterparties with whom contracts are drawn up;
- lenders wishing to repay their funds.
The process is considered lengthy, and this is due to the fact that it is necessary to carefully carry out an audit, on the basis of which all creditors are identified. They must make legal claims for their funds to be returned.
The Civil Code states that the procedure should not be an instrument for causing any harm to counterparties, government agencies or other persons. Therefore, before the liquidation of legal entities, it is required to pay off all debts.
Liquidation process
All founders should know how to properly liquidate a legal entity. The instruction consists in performing several sequential actions:
- a decision is made by the founders or the court, on the basis of which the process of closing the enterprise begins;
- if the company voluntarily closes, the minutes of the meeting are formed;
- the decision appoints specialists included in the liquidation commission that performs all the necessary actions for the implementation of the process;
- a notice of closure is sent to the media and the Federal Tax Service, which will allow all creditors to receive information about the planned liquidation of the company;
- field inspection is carried out by inspection, and only organizations that have not worked for three or four years can avoid this stage;
- verification takes from 2 to 5 months;
- Based on the audit, the claims of all creditors are satisfied;
- an intermediate balance is formed, and on the basis of information from this document the property of the company is divided between all the founders, for which their share in the company is taken into account;
- dividends and property received are paid by the founders;
- employees are dismissed and notifications are sent to PF, FSS and other funds;
- various fines and penalties are paid;
- data are checked with counterparties to make sure there are no debts;
- an application is submitted to the Federal Tax Service, on the basis of which the liquidation of the company is carried out, for which a liquidation balance sheet is pre-compiled and a fee is paid;
- The USRLE shall enter information on the closure of the company.
This procedure is considered standard. The procedure for liquidation of a legal entity may be slightly different, as it is often complicated by numerous nuances and features. Often a company participates in open trials or claims are filed against it, and in this case, the closure of the organization is not allowed.
The nuances of decision making
Reorganization and liquidation of legal entities are processes for the implementation of which a decision must be taken.
The closure of the company can be carried out not only voluntarily by the participants of the enterprise, but even by a court decision. If the decision is made by the founders themselves, then usually there are reasons for this:
- the company opened for a certain period, which came to an end;
- the goal of forming an enterprise was achieved;
- there was a conflict between the owners, so they can no longer jointly manage the company;
- there is no planned profit from work.
Regardless of the reason, the decision to liquidate a legal entity must be executed competently, in writing. It is completed with the minutes of the meeting at which the decision was made. These documents are transferred to the Federal Tax Service, and an application for closing the enterprise is additionally drawn up. Based on these securities, amendments are made to the USRLE.
The creation, reorganization and liquidation of legal entities are processes that are necessarily recorded in the Unified State Register of Legal Entities, therefore, when performing various actions, they should be notified to the inspection employees, otherwise serious penalties for the business executives, such as fines or even criminal liability, will be imposed.
As soon as the necessary documentation is transferred to the Federal Tax Service, the legal capacity of the company is limited, so it becomes impossible to change the data in the constituent securities. A firm cannot become a founder of other organizations.
Further processes are implemented only by a special liquidation commission appointed by the enterprise itself.
Where do I need to send notifications?
A notice on the liquidation of a legal entity should be sent primarily to the Federal Tax Service. This process is implemented within three days after the relevant decision has been made. The minutes of the meeting are attached to it.
Additionally, other organizations must be notified of the closure of the company:
- information is sent to the media, which will allow different companies or individuals to timely submit applications for inclusion in the register of creditors;
- All known creditors are notified;
- a notification is sent to the Pension Fund and other funds to which the heads of the organization must report for themselves and employees;
- data is sent even to the bank, where there is an open account of the enterprise, so that this account is closed.
Thus, many organizations must be notified of the planned process.
The nuances of posting information in the media
Information on the liquidation of a legal entity, in accordance with Federal Law No. 755, must be published in the media. At the same time, information about the company is provided:
- BIN;
- TIN;
- PPC
- physical and legal address;
- branch of the Federal Tax Service, which decided to close the company;
- the procedure and timing of the process;
- decision number and date of its adoption;
- information for creditors that will allow them to contact the debtor.
Additionally, within 10 days after the decision is made, data are transmitted to the State Commission for Securities and Stock Market.
The nuances of the work of the liquidation commission
The liquidation commission is studying many aspects of the enterprise. Specialists included in it carry out such processes:
- all creditors of the enterprise are identified, after which they are notified of the planned process;
- an inventory of existing assets is made;
- property valuation is carried out so that it can be determined whether there is enough money from its sale to pay off all existing debts, moreover, the process can be carried out by a commission or independent experts can be involved;
- collection of receivables is made, and if debtors refuse to return the money, then lawsuits are filed;
- Settlement with officially employed employees of the company is carried out, for which a severance pay is assigned, the amount of which is equal to the salary per month, as well as unused vacation is compensated and the salary is kept for two months;
- all taxes are paid by the company, and the funds for this can be obtained from the sale of property, and if additional obligations arise, for example, if income tax is required, then the necessary declarations are submitted by the commission;
- if there is not enough money to pay off the debts, then the payment of taxes ceases.
Next, tax inspectors come to the company to conduct an audit. They evaluate property, inspect all available premises and assets.
After these processes, a liquidation balance sheet is prepared, approved by the court or by the legal entity itself. An application is transmitted with other documents to the Federal Tax Service, on the basis of which a corresponding entry is made in the register of liquidation of legal entities.
Legal requirements
Rather rarely, changes are made to legislation regarding the rules for closing different companies.
The creation and liquidation of legal entities - these are processes carried out only taking into account the basic rules and requirements. Since 2005, on the basis of Federal Law No. 83, a simplified process of forced closure of a company is possible. This applies to enterprises that did not use settlement accounts and did not submit reports to the Federal Tax Service within one year. Closing in this case is carried out directly by the inspection. If lenders are identified, then the standard procedure, implemented within three months, is used.
Federal Law No. 14 contains information that the closure of a company can be carried out using the sale of this organization. Perform this procedure is allowed only with the involvement of all co-owners of the company. Additionally, notarization of the sale is required, which prevents the possible use of raiding.
The nuances of the process
Although the procedure for the liquidation of a legal entity is considered understandable and consistent, various difficulties can always arise. Therefore, one must take into account the numerous nuances:
- the claims of creditors, which require compensation for damage to their life or health, are initially satisfied;
- after paid salaries, various benefits and rewards;
- further debts to the budget and various extrabudgetary funds are repaid;
- only then the claims of other persons are paid off;
- often there is not enough money to pay off all debts, so the residual principle is used;
- the commission may apply alternative measures;
- in order to receive money, all property of the company is sold, and for this purpose public tenders are held .
Property that is collateralized, rented or owned by employees of the company is not for sale. If even after all these measures there is not enough money, then the commission applies to the court so that the company is declared bankrupt.
Can sanitation be carried out?
If the company is declared bankrupt, then all actions are implemented on the basis of the Federal Law "On Insolvency". With respect to the debtor, reorganization can be carried out, which will allow to restore solvency, for which numerous actions aimed at improving the company are used. But this method is considered relevant if the leaders of the company themselves seek to continue working.
When using rehabilitation, it is necessary to evaluate its feasibility and choose a sanatorium. Often, the procedure is carried out to temporarily improve the financial condition of the company so that it can cover its debts, and then liquidation continues again.
Conclusion
Thus, the closure of any company is a specific process that runs in the correct sequence of actions. The procedure can begin at the request of the business owners themselves or on the basis of a decision by the court. Depending on the cause of the process, its main stages are determined. Without fail, a liquidation commission is appointed for this, and an inspection of the Federal Tax Service is also carried out. All creditors are notified, information is posted in the media, debts are repaid, and payments are made to employees.
Only after the competent performance of all stages is the closure of the enterprise officially registered with the Federal Tax Service, for which the necessary entry is made in the register. After that, the company ceases to be a participant in legal relations in the market.