Liquidation of an enterprise is usually decided when the company has accumulated a lot of debts or further activities are impractical. The process can go on a voluntary or compulsory basis. In the first case, the founders initiate it, and the reasons for the liquidation can be very different, including those of a personal nature. Forced enterprise is closed on clear grounds prescribed by law. In the article, we consider the reasons for this procedure, how liquidation is done by changing the founders, as well as other types and aspects of this procedure.
Grounds for liquidation
If the closure of the company will be carried out by force, then this requires a court decision, which is issued in the following cases:
- during the creation of the organization, flagrant violations were identified that could not be fixed or the founders could, but did not correct them;
- activities for which mandatory licensing is required was conducted without this permission;
- due to the recognition of the company bankrupt;
- carrying out its activities, the company violates the law.
At the same time, the liquidation of the enterprise is carried out not on the initiative of the court, but as a result of the appeal of the interested party. It may be the registration authority, if the above circumstances are clarified. For example, if a legal entity was created without the corresponding will of the founder for such actions, and the documents were falsified.
If the reasons for the liquidation of the legal entity arose from the founders of the company, then they may think about whether to use one of the alternative methods of closing their company in order to avoid unnecessary red tape. One of the most common such methods is the change of founders.
Founder Change Options
The founders are the people who stood at its origins and created the company. After the stage of registration of a legal entity is passed, they are called participants, and in joint-stock companies - shareholders.
Their change is a transaction, as a result of which a share or shares are transferred to a participant or several members of the organization (or shareholders in the joint-stock company).
Liquidation by changing the founders is carried out in the following ways:
- selling a share;
- exit of the founder without replacement for another;
- replacement of participants.
Selling your stake
Transactions where a share is alienated must be registered notarially. If this is not respected, then the contract is considered invalid. When the founder finally decided to sell the stake to a third party, it is necessary to take into account the features of this transaction. So:
- only the share that is paid can be alienated;
- sale is possible only when the charter of the organization allows it;
- it is necessary to take into account the preemptive right to buy other founders (this right arises only during the sale, when donating this does not happen).
Sale is carried out in the manner prescribed by law.
First, the seller-seller founder shall notify in writing the other founders, as well as the organization of his intention and pre-emptive right to purchase with the terms of sale. Unless otherwise provided by the charter, 30 days are given for decision-making for founders.
If none of the participants has exercised their right to purchase, the founder may conduct a transaction with a third party, having certified it with a notary. Within 3 days, the notary sends an application to the registering authority that changes to the Register be made.
Documents for the sale of shares
The law does not provide a specific list of documents required for the transaction. Therefore, the notary requires that they be provided at their discretion. Typically, these documents include:
- statement of established form;
- document certifying registration of legal persons (certificate);
- charter;
- minutes of the general meeting, as well as a decision on the appointment of a director;
- extract from the Register;
- documents on the right to an alienated share.
All parties are required to attend the transaction. In addition, other founders give their consent to its completion. At the same time, state duty and other expenses are paid. The state duty is 0.5% of the contract amount, the rest is to the notary. Such a process is not cheap, in addition, you need to try hard to comply with all conditions. Therefore, others often prefer this method of changing the founder.
Exit of the participant and sale of the share to the company
Alienation is possible without registering a transaction with a notary if other options for transferring rights to shares are applied. One of them is the participant’s exit and sale of his share. Any founder has the right to go out and sell his share. To exit, just write the appropriate statement. This right can be exercised regardless of other participants.
Selling a share to the public is another alternative way to alienate. The participant then calls on the organization to buy its stake. The acquired share is distributed between the founders or sold to 3 persons.
Introducing New Member
In the case when liquidation is expected by changing the founders, first a new participant (if there is one founder) or participants is introduced into the organization. And after that, the withdrawal of the previous composition is carried out.
This is a fairly common alternative elimination method. However, it is suitable only for those founders for whom there are no debts. The fact is that the new owners of the organization will be responsible only for the time during which they stood at the helm of the company, as well as for the actions that they carried out themselves.
After all, if it turns out that the company was supposed to pay taxes in that period of time, while the previous owner was, and did not do this, it will be he who is responsible. That is why, if the reasons for the liquidation of the enterprise are in debt, this method will not free the founder from the necessary payments.
Another thing is if there are no problems with debts, but I want to quickly say goodbye to the company. The liquidation of the enterprise by official means is too laborious and will take a lot of time. But if you change the founder, then the issue will be resolved much faster.
How liquidation occurs by changing founders
So, first they find a buyer for a share in the authorized capital, which can be any adequate and capable person who wants to acquire a company. Then the notary is given all the necessary documents in order to sign the contract of sale. The following are the steps:
- make a decision to change the founder;
- appoint a new director;
- to issue a deed of transfer, in which both the new and the old directors sign.
After the transaction draw up a receipt on receipt of funds. It is also advisable to arrange it with a notary. Then any of the parties will not have problems with invalidating the contract. The notary public will notify the registration authority of the change of founder so that changes are made to the Unified State Register of Legal Entities. This is done within 3 days.
Conclusion
Thus, the company will continue to exist. Perhaps the scope of activity in this case will be completely different. However, it will not belong to the previous owner. In the shortest possible time, he will free himself from the burden of further business.