There are times when an entrepreneur has to make a difficult decision: to liquidate his company. Sometimes this is the only way to avoid criminal prosecution and protect yourself. Of course, you can try to solve the situation in less radical ways. Even if the company was originally intended as a "one-day". But we will consider the extreme option: how is the liquidation of the enterprise (procedure).
Voluntary liquidation: how it all starts
The procedure can be performed both voluntarily and forcibly. Voluntary liquidation of the enterprise, the procedure is as follows:
- Decision making and appointment of a liquidator and commission.
- Sending a letter to the tax about the decision to liquidate the LLC. In response to this, a notice will be issued stating that the company is currently being liquidated. This is recorded in the register.
- Further liquidation is reported publicly. At this stage, creditors are identified, as well as receivables. This information is obtained from accounting documents, as well as the conclusions of the auditor and auditor, inspection reports and other documents. The Commission notifies creditors of the liquidation of the LLC and reports on the period during which property claims may be made.
- At the end of this period, a meeting of the commission is held, where the interim liquidation balance sheet is approved. It should provide information on the property of the organization being liquidated, a list of requirements and information on their consideration.
- The decision made at the meeting is reported to extrabudgetary funds. And the registration body sends the interim liquidation balance sheet to the departments:
- debt collection;
- desk checks;
- field inspections;
- legal for control activities.
Voluntary liquidation: sale of property
The liquidation procedure of the enterprise continues in the form of the sale of property in the manner established for the enforcement of court decisions. This has to be done if the material means are not enough to pay off creditor claims.
The liquidation commission is obliged to convert the property into money in order to settle accounts with creditors. If after the sale of sufficient funds for settlement with creditors is not accumulated, then the liquidation may be carried out in bankruptcy.
The main funds that are calculated with creditors are money. However, this form of calculation is not required. If the creditor agrees, then the claims may be satisfied by other property.
Voluntary liquidation: final stage
From the moment that the interim balance sheet is agreed upon by the registration body, the liquidation plan includes the obligation of the liquidation commission to make cash payments to creditors. This is done in a certain order.
First, the requirements of citizens should be satisfied, to which the organization is responsible for causing harm to health, life, capitalization of payments and moral damage.
Next, a calculation is made and compensation is paid upon liquidation of the enterprise, remuneration of labor, payment of severance pay for persons with whom labor contracts were concluded, remuneration under copyright agreements.
Further, the funds are paid to the budget and to extrabudgetary funds. Then all other payments are made.
The transition from one stage to another is carried out only after the compensation for the liquidation of the enterprise of the previous stage has been fully repaid. All claims are satisfied at the expense of the funds received from the sale of collateral items, mainly to other creditors. The only exceptions are the obligations of the first and second phases of creditors, since claims on them appeared even before the pledge agreement was concluded. If at the expense of these funds the claims of the creditors were not satisfied by the funds from the pledge, then they will be repaid together with the creditor claims of the next priority.
After settlements and inventory of property, the commission holds a meeting where the balance sheet is approved. Further, the property is distributed among the participants, bank accounts are closed.
Then, it is necessary to submit to the registration authority:
- a statement confirming the liquidation of the enterprise, the procedure in accordance with the rules established by law, settlements made with creditors and approval of liquidation with state bodies in the manner prescribed by law;
- liquidation balance sheet;
- payment of state duty.
After that, a certificate of liquidation of a legal entity is issued and it is excluded from the Unified State Register of Legal Entities.
Forced liquidation
If during the creation of the organization the law was grossly violated, and it is not possible to eliminate the consequences, a forced liquidation of the enterprise may be appointed. Its terms are usually the same as in the voluntary form.
A lawsuit may be filed by the tax authorities. Most often, the basis for this are gross violations of the law in relation to taxes. Then the tax authorities turn to the arbitration court, referring to specific articles of the Tax Code of the Russian Federation that were violated.
Frequent reasons for filing claims are cases when organizations do not bring constituent documents into compliance with the requirements established by law.
Court Liquidation
The court may appoint liquidation of the enterprise (the terms of which are always set individually), if there has been an activity:
- without the necessary permission;
- prohibited by law;
- with gross or repeated violations of laws or other legal acts;
- for other reasons.
In addition, the company may be liquidated after being declared bankrupt. In this case, the authorized state bodies and the MHI have the right to file a demand for liquidation by filing a lawsuit in court.
Regardless of the reasons for the liquidation of the enterprise, the procedure will continue in accordance with the law on insolvency, if in the process it turns out that the company cannot satisfy the claims of creditors.
Bankruptcy
In this case, the owner makes an appropriate decision, a liquidation commission is formed, which sends the application to the tax. The inspection issues a certificate confirming the beginning of the liquidation. A register of creditors is compiled there, where it can be seen that it is not possible to settle claims. Based on this, you can file a bankruptcy petition with the arbitration court, attaching the necessary documents about the distress of the company.
The publication is published in the press, and creditors can submit claims to it within a month.
At the same time, the court appoints a bankruptcy trustee, on whom liquidation obligations will fall. When the liquidation of the enterprise is completed in the form of bankruptcy, the manager is obliged to send the order of operations to the tax ruling on the completion of production. And the tax office issues a certificate of exclusion of the company from the Unified State Register.
Alternatives
The liquidation of an LLC or, for example, the liquidation of a state-owned enterprise may not be the only way to solve problems. There are several other, more bloodless options.
- Change of director and founder.
- Reorganization.
Let us briefly consider what these methods are.
Change of founder and director
This is the easiest and easiest way. Its plus is that after re-election, the reporting responsibility transfers to the new leader. Changes to the registration authority will be made within 10-14 days.
Reorganization
This alternative will last longer for 2-3 months. Reorganization is possible in the form of mergers or acquisitions.
Workers sometimes think: liquidation and reorganization are one and the same. However, such a judgment is incorrect. Indeed, during the reorganization, the obligations and rights of this company simply pass to the newly created legal entity, in which the founders are participants of those enterprises that are being reorganized. But in this case, it is recommended that you first change the director, and then proceed with the reorganization procedure.