Alternative liquidation of an LLC - how to do it right? What is Alternative Liquidation Foros alternative liquidation stages.

There is no such thing as alternative liquidation in the law, the company either closes or continues to work. In practice, LLCs make structural changes, undergo reorganization and other legal procedures, which ultimately relieve the owners of liability.

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Formally, alternative liquidation is carried out by legal methods, but the purity of these schemes depends on the initial data and the skill of the lawyer who deals with it.

What it is

The expression "alternative liquidation" refers to such a set of legal actions, which should eventually lead to the release of owners from any obligations.

Alternative liquidation is, in fact, one of the options for gray schemes, well known to tax authorities and law enforcement agencies.

From a legal point of view, formally, each step is carried out legally, but every year amendments are adopted to narrow the scope.

There are two common alternative liquidation schemes:

• reorganization by merger or acquisition;
• sale of the company to third parties.

A small preface, which is necessary for understanding the topic. It is widely believed that with the exclusion of an LLC from the register of legal entities, all its obligations cease to exist.

In the event that all the stages of liquidation have been completed, the creditors have been notified, the verification has been passed and the taxes have been paid, the exclusion from the register is irreversible.

However, there is such a procedure as invalidating the liquidation if the above conditions are not met. In this case, the plaintiff seeks a court ruling, the organization "rises from the ashes", and its owners, managers and liquidators become defendants in the criminal case.

The first alternative liquidation scheme is based on the statutory possibility to combine several firms into one.

This action is called a merger or acquisition. In the first case, two or more LLCs merge to form a new legal entity. In the second case, the troubled firm joins the recipient firm and also formally ceases to exist.

In both cases, the liquidated LLC has a legal successor who must be liable for its obligations, but he, of course, does not intend to do this.

The creditor, trying to collect debts, discovers that there is no company with such a TIN and OGRN, and the search for a successor and bringing him to justice is difficult because he is located in another region.

The sale of an LLC to a third party is the second most popular alternative liquidation scheme. At the same time, assets and liabilities are preserved, but the owners, director and Chief Accountant. In 98% of cases, the legal address also changes, and the company “moves” to the other end of the country.

The point is that it becomes extremely difficult for creditors to find such a company, the search is dragged out. During this time, the LLC can be sold again, and again move to a new location.

While creditors are chasing the debtor, the statute of limitations expires and after a while the already clean company is liquidated in the usual way.

What should be the conditions

Alternative liquidation is a very obvious and rather dangerous gray scheme, which, if applied incorrectly, can bring problems to the former owners that they did not even suspect.

Every year the process of getting rid of the company becomes more difficult. The main element of the alternative liquidation is a “game of hide and seek”, that is, the transfer of an LLC from region to region.

In mid-2020, an amendment was introduced into the law, which effectively prohibits accession and merger, accompanied by a transfer from one region to another.

In accordance with it, the so-called fictitious migration is suppressed by the tax inspectorate, in which the LLC is registered, after a simple check, it is simply denied registration. With the introduction of this amendment, this type of liquidation loses all its meaning.

Every year, the responsibility for participating in tax evasion schemes becomes tougher. As of April 2020, the following persons can be held criminally liable:

• owners of so-called "rubber apartments" or mass registration addresses;
• owners of residential apartments providing their addresses for fictitious registration;
• lawyers, notaries, legal representatives and other liquidators who actually carry out such mergers and acquisitions.

To avoid serious trouble, you need to exclude all possible risks. They are unavoidable, since one has to rely on the liquidators, who may be negligent in their duties.

For LLC owners, alternative liquidation is a task with many unknowns, as they often do not have the opportunity to check the reliability of their future partners. Most often, the old and new owners do not get to know each other at all.

The owner of a company who wishes to resort to the alternative liquidation procedure should be guided by the following principles:

• the firm to which the accession is carried out is not under development by the Federal Tax Service;
• the partner company exists for at least 5 years and conducts real activities;
• the address at which the LLC is registered is not a mass address and does not apply to residential premises;
• no more than 3 firms participate in the merger;
• future owners are real people, not nominal values.

Obviously, it is not possible in principle to check all these points, so you have to rely on a hired liquidator, which is very dangerous.

Step-by-step instructions for the alternative liquidation of an LLC

The alternative liquidation procedure is resorted to only in cases where there are serious problems. The reasons are arrears in taxes and fees, which the LLC does not intend to pay, or debts to counterparties.

Owners like to get rid of their firms in the event that there is a possibility of an on-site inspection and large additional charges based on its results.

It is quite difficult to carry out alternative liquidation on your own, but there are relatively legal ways. Imagine a situation where there is a real company that is ready to take over a troubled LLC.

The reason may be the reputation, assets or clients that the problem company has and is very necessary for the recipient company, to such an extent that it is ready, as a successor, to take on obligations to creditors.

In this case, the accession procedure regulated by law is carried out:

1. Both firms convene a general meeting of owners and make a decision to join or merge;
2. A notice of accession and a package of documents are submitted to the tax office, including new charter and other documents provided by law;
3. Counterparties are notified of the abolition of the former LLC and the appearance of its successor.

Selling a company is even easier. There are two options for changing owners: direct sale with the participation of a notary and the introduction of a new person into the founders. The second option is used more often, as it is simpler and cheaper.

The procedure is as follows:

• at the general meeting of owners, a decision is made to introduce a new founder and increase the authorized capital. O changes notify the tax authority;
• all former founders leave the LLC owners, alienating their shares in favor of the Company;
• the alienated shares are distributed in favor of the remaining founder (who is also the actual buyer). The tax authority is notified;
• automatically, on the grounds provided for by the Labor Code of the Russian Federation (changing the owner), contracts with the current general director and chief accountant are terminated. New responsible persons are appointed, most often there is a change of legal address.

In the event of a change of ownership, the record of the LLC in the Unified State Register of Legal Entities is preserved, as are all its assets and liabilities. From the moment of transfer of their shares in favor of the Company, the former owners cease to be liable for further fate firms.

However, if any violations committed in the period before the sale are discovered, they will be forced to be fully responsible for the consequences of these errors.

If the firm is "clean" and has no debt, then the alternative liquidation in the form of a sale is simple and fast way get rid of LLC.

This procedure lasts no more than 2 weeks and does not entail any checks if buyers and sellers operate openly and legally.

Management companies often act as buyers, consulting agencies and brokerage houses that specialize in liquidation services.

What documents are needed

To notify the tax authorities and notarize transactions, the same set of documents is required, including:

• articles of association or memorandum of association;
• extract from the Unified State Register of Legal Entities no more than a month old;
• TIN, OGRN, information from Rosstat, notices of registration with the Pension Fund of the Russian Federation, FSS, licenses and other permits;
• contract for settlement and cash services;
• orders for the appointment of a director and chief accountant;
• certificate of ownership or lease agreement confirming the right to place on legal address.

If an LLC is being sold, it will require written agreement spouses of all owners. The basis for any registration actions are the decisions of the general meeting of owners, which are drawn up at each stage and confirm the legitimacy of the changes.

With debts

Obviously, none of the above methods, if applied legally, eliminates the need to repay debts. All illegal methods, including transfers of firms to face value or reorganization with “migration” to another region, can be challenged.

Let us consider only the situation when the LLC has debts to the budget or is waiting for the inevitable check, as a result of which the arrears will be accrued.

The actions of the tax authorities will be as follows:

1. The tax office appoints an on-site audit of the company and notifies the new management as successors.
2. There is most likely no manual at the new address, so documentary requirements are ignored.
3. The tax office waits for 2 months, does not receive any answers and legally charges taxes according to the numbers that it sees in the bank statement. Naturally, all possible VAT deductions, as well as income tax expenses are ignored, because supporting primary documents are not provided.
4. The new address (to which no one is still answering) is sent a demand for payment of taxes, which, of course, is ignored.
5. If the amount of the arrears falls under the definition of the Criminal Code "especially large", and in 2020 it amounts to 2 million rubles for organizations, then the information is submitted to the Investigative Committee.
6. The Investigative Committee of the Russian Federation starts a criminal case, and the tax office begins the procedure for forced liquidation, files a lawsuit to declare the LLC bankrupt, and appoints its own arbitration manager.
7. The new manager is not at all interested in preserving the company's assets or its survival, his task is to find possible ways to repay debts, so his actions complicate the position of the owners.

The position of the former owners and directors is not enviable: they are fully responsible for the arrears revealed during the period they were “at the helm”, but, most likely, they still do not even know what is happening with the company sold a year ago.

Only after they receive a notification about the restoration of the entry in the Unified State Register of Legal Entities or a summons for interrogation by the investigating authority, the owners realize that they have amassed serious problems.

At this stage, it is practically impossible to stop the process, and the subsidiary liability provided for by law is unlikely to be avoided.

Similar actions with minor differences may be taken by other creditors. In any case, with such a development of events, the new owners will not bear any responsibility if the old founders do not sue them for fraud in which they themselves participated.

In any case, significant financial losses, and sometimes real prison terms, threaten the old owners.

The only way out is if the old owners somehow find out about the check or the lawsuit and manage to start a voluntary bankruptcy procedure before the forced one, then you can at least avoid criminal prosecution. Hence the conclusion that the only possible legal way to close an LLC with debts is bankruptcy.

Closing a current account

Closing an account is a routine procedure that can be carried out both during the life of the company and at the time of its liquidation. If the LLC has several accounts, then closing one of them will not attract any attention.

In the modern world, circumstances often arise that require the immediate liquidation of an enterprise. It is often necessary to remove an enterprise from the register as soon as possible. Several methods are presented that differ in the duration of implementation and have a number of individual features.

When is it necessary to liquidate an LLC?

Application of alternative liquidation of a company with limited liability on paper it looks simple enough. However, when using this procedure in practice, a wide range of difficulties appear, which are especially terrible for people who are not legally savvy. Numerous visits to various authorities, checks and execution of extracts require a lot of personal time of the person concerned. Not everyone is ready to spend personal forces and means.

Tax payments and fees involve large financial costs, as well as the payment of existing employees of the organization. Alternative techniques contribute to the relief of undesirable consequences. But, if the leadership of the organization turned a blind eye to all sorts of violations, then this will cause problems. As a rule, they are related to tax activities and remaining debts.

If the company has not stained its image with all sorts of violations, then it is permissible to use any of the existing methods.

In a bad case, situations arise that imply the following penalties:

• Criminal liability. When using nominees during a formal change of leadership personnel, criminal penalties are provided for by law. The probability of imposing punishment in our state is close to zero. Suspicions arise if the purpose of the transaction is only liquidation;
• Return of the company to the former owner. If no real work is being done, and the organization is formed by merging others. The refund is based on the results of an audit by the tax authorities. The latter carry out checks at the legal address. If there are simply no signs of any activity, then the case is immediately sent to the judicial authorities. The result is wasted money and a second attempt at liquidation;
• Confirmation of the intentional bankruptcy of a limited liability company. The bottom line is that a company created as a result of reorganization is recognized as incapacitated and requires liquidation. Most often, the reason is the obligations of the original enterprises that were not fulfilled in a timely manner. The practice is becoming widespread when previous managers are involved who did not deign to transfer documents that tell about the presence of debts and obligations to third-party firms.

Is alternative liquidation worth it?

Compared to a sale, merger and takeover, alternative liquidation has a number of advantages, which are reflected in lower labor costs and benefits. Therefore, its use is fully justified in the modern world. In order to avoid problems, the organization must be clean and not arouse all sorts of suspicions.

What is an alternative liquidation of an LLC?

Alternative liquidation of a legal entity is an event that formally leads to the suspension of the organization's activities. Reduces the likelihood of strict audits being ordered by the tax authorities. The risk of detection of violations of existing legislation is excluded.

In other words, despite the lack of results that official liquidation brings, that is, voluntary liquidation or bankruptcy, the alternative one is much faster and cheaper than nominal analogues.

In the latter, not only financial expenses are reduced to a minimum, but also contacts with representatives of the law. This is a significant advantage for those managers who at one time made mistakes and violated the current legislation, deceiving the tax authorities or third-party creditors. A growing trend is that the use of alternative methods occurs in cases of debt.

But there are many nuances that require certain knowledge. Alternative liquidation is simple only in words, but not in deeds.

Change of founders and CEO of LLC

The main idea is transmission legal rights third party. After that, the enterprise or firm continues to exist, having formally received a new leader in the form of a general director. The advantage is that the past owners are relieved of responsibility for the activities of the organization at the present time and it is fully borne by the person holding the leadership position at the current moment.

But there are also disadvantages to this method. It is obvious that any problems regarding previous performance will be directed to the previous leaders. This means that it is completely impossible to avoid liability. Therefore, it is impractical to sell a limited liability company in most cases.

Main advantages:

• Minimum terms, up to twenty-five working days;
• Low price.

Flaws:

• Large notary costs during the formalization of the transaction;
• Information about the previous activities of the organization is stored in the Unified State Register of Legal Entities. This means that anyone is able to obtain this information and hold the former management accountable;
• A large package of documents is required for certification by a notary;
• High probability of imposing subsidiary liability on the previous owners of the organization.

This method is justified when it is required to remove responsibility in the shortest possible time and minimize the significance of the previous administrative and managerial personnel.

Reorganization for the purpose of liquidation

The bottom line is that the legal entity ceases to exist formally, and responsibility from the previous owners passes to new leaders. Reorganization involves two methods - merging and joining.

Liquidation by merger

This path involves the liquidation of legal entities that are being reorganized. The rights and existing duties are completely transferred to the new management of the organization. The procedure for creating a new enterprise in the state register will take no more than seven days.

To fully complete the reorganization process, a number of legislative measures should be taken. The notifications of the enterprises that issued the loan about the reorganization being prepared are of the greatest importance. To notify creditors, the required correspondence should be sent to them personally and published in a journal called Vestnik state registration, more than twice.

The legal merger of organizations is narrated by a certificate of termination of the activities of reorganized legal entities. A certificate of registration in the register of a new person is also issued.

The main feature is that tax liabilities are transferred in full from the old management to the new one in accordance with the Tax Code.

Liquidation of an LLC by merger

The main difference from the previous path is that all organizations eventually terminate their activities, with the exception of one. All tax liabilities are transferred to it.

Main advantages:

• The company is suspended at the legislative level, the data is completely erased from the state register;
• The required documents are much less than when selling a company.

But like all methods, this one has several disadvantages:

• The procedure cannot be completed if one of the creditors makes a claim;
• Duration of terms. At least three months;
• There is a high probability of assigning responsibility to persons who occupied leadership positions during the period from registration to reorganization.
• The procedure is similar to registration, however, in this case, the volume of required documents is much less.

Is it possible to liquidate an LLC with debts?

The essence of the procedure is that it is necessary to carry out liquidation due to the fact that the organization cannot independently repay all debts to creditors, but it must be carried out. Liquidation can be done in the following ways:

• Forced. The most undesirable option, as it requires a lot of financial and other costs.
• Voluntary. Has a favorable outcome, but gradually flows into bankruptcy;
• Bankruptcy The highest percentage of getting a good result for the administration and founders.

The liquidation of a limited liability company in most cases is carried out due to the lack of the ability to repay the debt. All three methods are legally fixed and have a favorable outcome for the founders.

With the help of the above information, you can avoid the appearance of unwanted problems and protect yourself from illegal actions by creditors and tax authorities. The main pitfalls will help complete the operation with minimal losses.

In contact with

If you urgently need to close a production, firm or company, then alternative liquidation can serve as the best way to do this quickly and as painlessly as possible.

Dear readers! The article talks about typical ways to solve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

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One of the significant advantages in alternative, so-called liquidation, is the fact that the company cannot be excluded from the lists of the Unified State Register of Legal Entities (Unified State Register of Legal Entities). Therefore, in such a procedure and its consequences, there are pluses and minuses.

What it is

The concept of "alternative liquidation" appeared relatively recently. The closure of enterprises in an alternative way can also occur through the mechanism of bankruptcy and even reorganization - there are plenty of ways. And they do not always mean liquidation.

The following procedures are usually applied in classical and full liquidation:

• shares of participants (founders) are sold;
• the sale of property is carried out with the subsequent repayment of debts from the proceeds;
• change of participants or directors;
• the possibility for one of the participants to leave the board of directors in order to increase the authorized capital (incomplete liquidation, which is usually carried out through reorganization);
• closing a legal entity through offshore;
• exclusion from the Register (data bank of the Unified State Register of Legal Entities) of legal entities);
• closing all accounts and getting rid of seals and company stamps with strict reporting forms;
• obtaining a certificate that the registration of a legal entity has been canceled and such a company no longer exists.

But when the alternative method mechanism is connected, with radical changes in the company, its details and registration data remain in the State Register database (EGRLE).

At the same time, the real head, who is officially registered over the company, will bear subsidiary responsibility for the crime. Even the founder can become such.

In addition to criminal liability, alternative liquidation with violations can lead to blocking by the tax inspectorate of the right to conduct business activities of the company.

Then the enterprise cannot be reorganized until all debts to the state budget as a taxpayer are paid off.

It must always be remembered that in any case - alternatives illegally - in the end, all this will attract the attention of the tax authorities. Inspectors will always find responsible persons, and they will have to answer according to the full program prescribed in criminal law.

If these were successors, then the responsibility will be borne new company, which allegedly merged with the debtor company.

If this is a change of leaders, the founder will be responsible, etc. If this is a complete cessation of activity at an illegal level, the former successor, owner, founder, director will be held liable.

Consequences of alternative liquidation

The mechanism for changing leaders is connected when they want to save on the payment of debt amounts to creditors. According to the law, the founders may not be 100% liable for the debt obligations of their organization.

They will only bear subsidiary liability and they will be attracted to it in the form of paying a large fine (the Civil Code of the Russian Federation). By the way, such a fine can be divided into parts to make it more convenient to pay.

If there was no change of leadership, and the enterprise was closed by illegal measures, then the proceedings will simply be conducted directly with its former owners. Therefore, no one will escape responsibility anyway, as many of the owners of firms may mistakenly believe.

Price

In most cases, this type of so-called liquidation of an enterprise is much more expensive than using the official, classic legal mechanism for closing a company.

For comparison, you can specify several options for alternatives against the background of the official liquidation of the enterprise.

Comparison of prices for carrying out certain mechanisms for the liquidation of an enterprise:

Name of service	Timingfulfillment	Cost, rub.
		for services	notary	final
Official liquidation process (legal)	For 4 months maximum	20 000	8 200	28 200
Alternative 1. Liquidation by increasing the amount of authorized capital investments (illegal)	For 30 days	20 000	6000	26 000
Alternative 2: Liquidation through change of directors of the founder or director (illegal)	For 20 days	20 000	14 000	34 000
Alternative 3: Liquidation through change of directors or founders, together with a change of address (address may not be presented) (illegal)	For 20 days	25 000	16 000	41 000
Additional services:
Close bank account	For 5 days	2000	2000	4000
Get duplicate documents urgently	For 2 days	1000	450	1450
Get duplicate documentation	For 6 days	1000	250	1250
Get a duplicate TIN certificate	For 7 days	1000	300	1300
Get an extract from the Unified State Register of Legal Entities	For 6 days	700	250	950
Urgent receipt of an extract from the Unified State Register of Legal Entities	For 2 days	700	450	1150

In the event that the owner of a firm or a company, an enterprise wants to use the services of one of the alternatives, he should remember that the cost will increase depending on how much the regulatory authorities are likely to show interest in a reorganized or formally closed firm. The greater the risk, the higher the price will be.

Alternative company liquidation

To carry out the liquidation of an organization, one of the alternative methods may request the following papers, which should be prepared in advance:

• certificate of state registration of a legal entity (OGRN);

• taxpayer certificate (TIN);
• extract from the Unified State Register of Legal Entities;

• protocol or decision on the appointment of the head to the position of general director;
• protocol or order on the establishment of the enterprise;
• Charter with all additions and changes;
• a notarized copy of the Articles of Association;
• civil passport of the director or other representative of the legal entity authorized to represent liquidation interests;
• TIN of the head, representative of the legal entity.

In addition to these basic documents, depending on a particular situation, liquidators may request other documents.

It is almost impossible to independently do the entire procedure in an alternative way to stop the activities of the enterprise.

Here you need experience, skills and knowledge of the intricacies of specialists. Which, moreover, still have access to the state tax authorities in order to be able to find out in time exactly when the audit from the tax inspectorate is coming.

Roughly speaking, the entire procedure for liquidating a company by an alternative method may look like this:

1. The owner makes a choice in favor of the following options (alternatives):
   • reorganization;
   • change of leadership (with or without a notary);
   • complete cessation of activity within a year.
2. When reorganizing, a package of documents on accession to another company may well be legal grounds submit to the tax office.
3. In case of sale (change of founding management):
   • a protocol or decision is issued on the introduction of a new founder into the company;
   • then a notification is submitted to the tax office about a new person - a member of the organization;
   • the former founders or the founder withdraws, while giving his share to the LLC;
   • the alienated share passes the stage of distribution between the participants (this is also notified tax office);
   • on the basis of the Civil Code of the Russian Federation, the contracts that were previously concluded with the departed director automatically become invalid;
   • payment to creditors not under automatically terminated contracts due to change responsible persons- does not enter their accounts.
   • In the absence of debts to creditors or state institutions, alternative liquidation will be painless, without attracting the attention of tax authorities and other services that can fine the enterprise or its owners.

Recently, the Criminal Code of the Russian Federation was replenished with a new article.:

Article 173.1. Illegal formation (creation, reorganization) of a legal entity

1. Formation (creation, reorganization) of a legal entity through nominees -
shall be punishable by a fine in the amount of one hundred thousand to three hundred thousand rubles or in the amount of wages or other income of the convicted person for a period of seven months to one year, or by forced labor for a term of up to three years, or by imprisonment for the same term.

2. The same acts committed:

A) by a person using his official position;
b) by a group of persons by prior agreement, -
shall be punishable by a fine in the amount of 300 thousand to 500 thousand roubles, or in the amount of the wage or salary, or any other income of the convicted person for a period of one to three years, or by compulsory works for a term of 180 to 240 hours, or by deprivation of liberty for a term of up to five years. .

Note. Under nominees in this article means persons who are founders (participants) of a legal entity or management bodies of a legal entity, by misleading which a legal entity was formed (created, reorganized).

But our businessmen with rich experience in "opening and closing firms" now either do not know this or do not realize the new danger that lies behind a simple change to face value - individual and act on the knurled "leak and forget".

Previously, everything was simple - they brought the company for liquidation, changed the founder and director to a bum-nominal-investor and that's all, there is no responsibility, since the new director is "responsible" for everything. Everything "rolled", so everything will be the same now. In terms of money, it is inexpensive, in terms of time, the directors are the same.

Now, with the advent of articles 173.1, 173.2, the situation has changed. Already now there is a practice and guilty verdicts. But the most interesting thing will come next, when the director is nominal in firms. Sooner or later, a very economical customer will appear who decides to liquidate his company in the cheapest way, while keeping silent about the problems in the company.

Further, everything is simple, they call a new director of par for the company, where there are problems, on which, as it turns out, another hundred companies, which, of course, " knows nothing, was not going to conduct activities and was brazenly misled a hundred or two hundred times". And he was misled, together with lawyers - that is, a group of persons by prior agreement. Up to five years in prison. And the testimony from the former founders, they say, "we just sold the company," sounds very unconvincing here, and most importantly - not appropriate.

That is, only on the testimony of one new director of par value is it possible to initiate under Art. 173.1 of the Criminal Code of the Russian Federation. It would be naive to believe that the new director of the nominee will turn out to be a person of principle and will take everything upon himself, since otherwise he will go under 173.2 for providing documents, where a real term of imprisonment is also quite possible. So he will write whatever is needed.

Next, the house of cards begins to crumble. After all, if the new director of the nominee testified that he was misled about the company LLC "Vasilek", then, accordingly, he was also misled about LLC "Snezhinka" and all other hundreds of companies. This implies the successful and fruitful work of law enforcement agencies with the former founders and directors of these firms, who took advantage of the alternative liquidation at face value. Particularly desperate businessmen who managed to liquidate companies with debts in this way, rewriting everything to a figurehead, risk attaching a couple more articles from the criminal code to 173.1 of the Criminal Code of the Russian Federation.

Our company is able to provide detailed information and advise you on the liquidation of the enterprise. To do this, you just need to have the appropriate founding documents with company seal. We will do the rest of the steps.

Alternative liquidation of an LLC is a process characterized by the formal termination of the organization's activities. Choosing this method provides ability to minimize risks due to thorough checks by the relevant authorized bodies, as well as subsequent penalties in case of non-compliance legislative framework Russian Federation.

Pros and cons

Unlike other methods of removing authority from the head of the company, alternative liquidation has the following positives:

• fairly short deadlines (from ten days to a month);
• relatively inexpensive liquidation option;
• low degree of associated risks.

In the event that the named method had exclusively advantageous qualities, consideration of other variations in the termination of the activities of a legal entity looked illogical.

In this regard, it is proposed to familiarize yourself with the negative aspects of choosing an alternative liquidation of an LLC, including:

1. High probability of involving the former founders of the company in subsidiary obligations.
2. Notarization of the contract of sale involves the provision of a huge number of related documents.
3. In addition, the official notarization of a transaction of this kind is quite expensive.

Alternative liquidation does not bring an effect that is comparable to the voluntary termination of an enterprise or the recognition of bankruptcy of an LLC. In turn, having decided on the choice of this method, the founder gets rid of unnecessary financial expenses.

In addition, the number of meetings with government bodies, which can often reveal inaccuracies in the director's reporting or bring the founder to criminal or administrative liability.

In most cases, other methods of liquidating an enterprise are resorted to LLCs with debts. This method is relevant due to the imperfection of legislative acts.

Exists two ways of alternative liquidation of an LLC, among which

1. Change in the management of the company.
2. Reorganization followed by liquidation.

This method is characterized change of head of the company where the ownership of the company is transferred to third parties through the act of sale. The person who acquires the firm becomes its CEO.

However, the company continues to operate. All obligations and rights of LLC are divided according to following principle:

1. The former owner of the company bears full legal and administrative responsibility for the activities of the object, starting from the moment of the purchase of the company, until he officially transferred all the obligations of the buying party.
2. In turn, the new founder of the organization is responsible for the activities of the enterprise from the moment of re-registration.

Thus, it will not be possible to avoid full responsibility for non-compliance with certain points of the legislative framework of the Russian Federation. If you have any questions during the verification of documentation or audit authorized bodies have every right to be held accountable former leader OOO.

The main advantage of this method is to provide an opportunity in a short time for a short period of time to relieve some of the responsibility for the functioning of the company. After a certain amount of time, the participation of the previous owner is reduced to minimum. Eventually final goal the liquidation of the LLC is considered completed.

Method features

1. The processing time is approximately 25 working days.
2. Relatively low cost.
3. Saving information about the company and its leaders in a single state register.
4. The possibility of bringing former owners to subsidiary liability.
5. An impressive amount required documents for notarization.
6. High notary fees in case of official registration of the transaction.

Stages

1. The first step is to expand the founding structure, where the future owner of the company occupies an empty seat on the board. A new member of the board of directors submits to executive bodies a statement in which he writes about his intention to enter the senior management environment. The application clearly states the size of the share, as well as the amount contributed to authorized capital enterprises. All executives of the company are invited to consider the application. At the meeting, they decide whether or not to accept a new member to the community.
2. After a positive response, the procedure for registering a new member of the LLC takes place at the legislative level. In order to officially certify the legitimacy of these actions, it is required to submit the following package of documents to the Federal Tax Service within five working days: the amended charter of the LLC, a written decision of the shareholders on the admission of a new member to the organization, a certificate of registration of a legal entity, an extract from the Unified State Register of Legal Entities, form P14001, a certificate payment of state duty (receipt).
3. After the successful completion of the stages, the final stage occurs, which implies the withdrawal of the current founder from the LLC. Such an application must be submitted to the Federal Tax Service along with a pre-filled form Р14001. It is signed by the current new CEO organizations.

Reorganization for the purpose of liquidation

The essence of this method is the formal termination of the activities of one legal entity, which is characterized by the transfer of rights and powers to the successor company. All disputes are resolved with the new owner of the LLC.

Exists two methods of reorganization for the purpose of liquidation, including mergers and acquisitions.

Through the confluence

Merger LLC- This is one of the types of liquidation through the reorganization of the enterprise. This method is characterized by the transfer of powers and obligations of the company to another legal entity.

After the signing of the relevant agreement, the party transferring the rights completely ceases to exist, while the legality of the agreement is regulated by the exclusion of information from the Unified State Register of Legal Entities. In addition to the liquidation of the enterprise, reorganization by merger is carried out in order to enlarge the company.

Through joining

Accession of LLC is an alternative method of liquidation through the reorganization of the company. Unlike a merger, an acquisition implies a legal succession between existing legal entities(one or more).

In turn, the organization transferring the rights will be considered invalid. After passing the relevant procedures, all obligations of the liquidated organization will be transferred to the successor company.

It should be noted that these procedures are almost identical and differ only in the application for the relevant process.

Process steps

1. Initially, all current members of the enterprise must be present at the general meeting, where they are required to make a decision on the merger of the enterprise. The results of the meeting of the members of the LLC are certified in writing in the minutes of the meeting. The documentary basis for the merger is the following set of documents: merger / accession agreement, updated charter of the organization, deed of transfer.
2. After the final decision and the collection of all necessary conclusions, you should go to public services(tax office), which will officially register the merger / accession process. At the same time, in addition to the above documents, a decision on the merger is provided, signed by all parties participating in the agreement.
3. Within five working days after making changes to the Unified State Register of Legal Entities, creditors must be notified in writing of the intentions of the organization.
4. Informing about the merger in the media, in particular, in the journal State Registration Bulletin. You can apply for a change in information on the official website of the publishing house vestnik-gosreg.ru.
5. Passing the test in the antimonopoly committee.
6. Inventory and drawing up an appendage act.
7. State registration of all changes. Finally, you will need to fill out the following form numbers: 16003, 14001, 13001.

Expediency

The principles of operation of this scheme became known Russian businessmen back in the early 90s. Due to the imperfection of the laws of that time, entrepreneurs could evade responsibility with impunity in case of problems.

They simply rewrote the company to an individual who could not fulfill the obligations left by the previous owners. To date, the legislative framework of the Russian Federation provides for criminal penalty for taking such action.

The tightening of laws made it possible to avoid problems associated with the machinations of businessmen. This scheme is only a delay for entrepreneurs who have decided to hide the traces of manipulations with their own capital through alternative liquidation.

On the other hand, this method is perfect for enterprises that did not violate the law in the course of their activities. Its advantages will significantly save on the process of liquidation of the enterprise, as well as carry out the operation much earlier than usual.

The risks and problems of this type of liquidation are discussed in detail in the video.