The liquidation commission is a special body created for the final termination of the organization. It can be created on a voluntary or compulsory basis, depending on the reasons for closing the company.
The Commission includes a group of persons who, in accordance with legal requirements are selected by the head of the company or a structure appointed by him for the duration of the liquidation process. The procedure for creating this body may take place with the participation of other founders of the LLC. If it is created on a forced basis, then the process falls on the shoulders of the arbitration court.
Who can be a liquidator
begin with . A notarized notice should be sent within three days after the business was closed. In return, the tax office provides a certificate of registration and an extract from the Unified State Register of Legal Entities. After that, the FTS must issue local act
, which will contain a list of powers that are transferred to the commission or liquidator.
There are no specific requirements for commission members in the laws, therefore, this body usually includes interested employees of the organization - lawyers, economists, accountants, founders etc. If the liquidation process is carried out through the court forcibly, then the liquidator is arbitration manager.
When the commission is formed, it is necessary to notify the tax service.
The legislation of the Russian Federation does not distinguish between the concepts of the liquidation commission and the liquidator, so each company can reserve the choice. However, there are cases when the tax authorities require the creation of a commission, which will still consist of one person.
Powers, functions and responsibilities
Let's assume that the decision to close the LLC has already been made, and the commission, headed by the chairman, has been appointed. Now it is this body that begins to monitor compliance with all legislative procedures.
After that, a message about the beginning of the liquidation process should be placed in the journal "Bulletin of State Registration". The following information is sent there:
- Name of the organization.
- Address.
- The time frame for liquidation and the order of the process.
- Details of the decision to close.
- Contacts so that the company's creditors can state their claims.
It should be noted that the current legislation of the Russian Federation does not establish strict deadlines for which this message is required to be posted. But the period for the statement of creditor claims begins precisely from the moment of publication. However, this period must be at least 2 months.
In addition, the commission is obliged to take other measures to search for and timely notify creditors. All this must be done in writing and indicate the deadline for filing claims.
AT without fail Copies of notices must be made and kept on company premises.
Two months after publication, an interim is compiled. This economic indicator reflects financial condition legal entity. Preparing a balance sheet allows you to determine the main economic indicators enterprise, the size of its assets, liabilities, various debts, the total amount of borrowed capital, etc.
On the this moment the law does not establish a clear sequence of actions in compiling such a balance sheet, therefore, members of the commission must rely on accounting rules.
The head of the liquidation commission sends the following package of documents to the Federal Tax Service:
- Receipt of payment of state duty.
- Interim liquidation balance.
- Application for registration of a legal entity in connection with its liquidation.
The signature of the person of the witness must be confirmed by a notary.
Since 2015, legal entities have more than not required to notify Pension Fund about the liquidation process. Now a document on the provision of data to the FIU can be obtained from the tax service on the basis of interdepartmental cooperation.
The listed set of documents can be sent to the registration authorities in the following ways:
- in in electronic format using the built-in function on the site nalog.ru;
- a representative who has a power of attorney certified by a notary;
- mail;
- personally head of the liquidation commission.
Only after the tax service receives the specified documents, the final decision on liquidation will be made. Therefore, the tax return must take into account the entire period up to this day, and not until the moment when the management of the company or the arbitration court decided to close the enterprise.
Full instructions for the procedure for terminating the activities of an LLC are presented in the following video:
Step by step procedure for the commission
According to article 63 of the Civil Code of the Russian Federation, the liquidation commission or liquidator must act in the following order:
- Place a notice in the press about the upcoming closure of the LLC. It is also necessary to notify the deadlines and procedure for accepting applications from creditors regarding the payment of debts.
- Independently notify creditors that the legal entity will be liquidated. This must be done by any possible means, including in writing.
- After the expiration of the established period, draw up an interim liquidation balance sheet.
- If necessary, the sale of the company's assets at public auctions or auctions should be arranged to pay all existing debts.
- On the basis of the balance, it is necessary to pay the creditors of their debts. It should be noted that the order of payments must be strictly observed.
- After payments to all creditors, the commission draws up the final liquidation balance sheet, which will display the state of the property of the enterprise after the payment of debts.
- Further, the balance of funds is distributed among the participants of the company, who have rights in rem to them.
- To complete the procedure, the commission submits an application to the tax authorities and registers the liquidation of the company in the Unified State Register of Legal Entities.
After a certificate of registration of the liquidation of an LLC is issued, the legal entity is considered closed, and the commission ceases to exist.
The activities of the liquidation body are not carried out for material enrichment individuals or society as a whole, but to enforce the law and the rights of creditors. Therefore, the commission also has other powers:
- issuance of powers of attorney;
- protection of the interests of a legal entity in court;
- company property management, property valuation, inventory;
- closure of all bank accounts of an economic entity except for one, to which all funds will be accumulated;
- collection of receivables;
- transfer of documentation of a legal entity to the archive;
- making decisions on the dismissal of employees of the enterprise.
Such a group of persons is called a "liquidation commission". In this article, we will consider what this commission is, what powers it has, who is included in its composition, as well as the procedure for its appointment.
Powers of the liquidation commission of a legal entity
The body in question is a group of persons appointed by the management body of the organization, which is responsible for taking all necessary actions to carry out the liquidation of the organization. For these purposes, one person may be appointed - a liquidator. However, regardless of who carries out the liquidation - the liquidator or the liquidation commission, the powers of these bodies will be the same.
The commission or the liquidator in the process of liquidating the organization performs the following actions:
- takes over the management of the affairs of the organization;
- speaks on behalf of the organization in court;
- publishes in the Bulletin state registration» and the media reporting on the liquidation of the organization, the timing and procedure for accepting creditors' claims;
- otherwise notifies creditors that the organization is in the process of liquidation;
- prepares an interim liquidation balance sheet, which reflects the financial condition of the organization, its assets, receivables and payables;
- ensures the sale of the organization's property in order to pay off debts;
- makes settlements with creditors and takes measures to collect receivables;
- upon completion of all settlements with creditors and debtors, draws up the final liquidation balance sheet;
- distributes the remaining funds among the founders or participants of the organization;
- submits to the tax inspectorate an application for registration of the liquidation of a legal entity.
If the property of the liquidated organization is not enough to pay off all debts, the liquidation commission submits an application to the court for declaring the organization bankrupt, and the liquidation procedure is replaced by the bankruptcy procedure, which is carried out in the manner prescribed by the Law on Insolvency (Bankruptcy) of October 26, 2002 N 127 -FZ.
The commission or the liquidator authorized to carry out the procedure for the liquidation of an organization must act in good faith and reasonably, respecting the interests of the organization being liquidated and its creditors.
The procedure for appointing a liquidation commission
As mentioned earlier, the commission is appointed by the body that made the decision to liquidate the organization. The initiator of liquidation may be the founder or participant of the organization, as well as its head or other body authorized to do so. founding documents. Such a decision can also be made by the court, if a claim was filed on one of the grounds listed in paragraph 3 of Art. 61 of the Civil Code of the Russian Federation.
In any case, an authorized person must make a decision on the appointment of a liquidation commission. An example of such a document will be given later in the article.
This decision may be taken by the governing body together with the decision on liquidation or issued later in the form of an order (instruction), which indicates:
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- information about the organization - name, address, registration data, other details;
- date and number of the act;
- grounds for issuing the order - "in connection with the decision to liquidate the organization" indicating the details of the relevant decision;
- composition of the liquidation commission;
- terms and order of work of the commission;
- persons who are entrusted with the execution and control over the execution of the order;
- position and signature of the person who issued the order.
The above powers and duties are assigned to the commission from the moment specified in the order, or from the moment this act enters into force.
As a rule, the members of the liquidation commission are:
- Head of the organization;
- founders or participants or their representatives;
- representatives of employees of the organization.
If a member of the organization is municipality, a subject of the Russian Federation or Russian Federation, the commission should also include representatives of the relevant authorities.
Download the order on the establishment of the liquidation commission (sample)
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Who can be a liquidator in the liquidation of an LLC?
Who can be a liquidator in the liquidation of an LLC? An exhaustive answer to the question posed is contained in the article offered to readers.
LLC liquidator, decision on appointment - sample
According to part 3 of Art. 62 of the Civil Code of the Russian Federation, in order to liquidate an LLC, the founders must make an appropriate decision to terminate economic activity, as well as to determine the person (liquidator) or several persons (liquidation commission) who will directly carry out liquidation procedures.
Russian legislation does not contain special instructions on who exactly should perform the functions of a liquidator. Accordingly, this procedure can be entrusted to any individual. Taking into account the fact that legal entities are also entitled to act as founders, the answer to the question: “Who can be a liquidator during the liquidation of an LLC?” - simple. It can be a founding organization or individual- founder. The law allows the involvement of third-party organizations for these purposes, as well as individual entrepreneurs providing relevant services.
In practice, most often the liquidation is entrusted to a person close to the LLC being liquidated. This can be either one of the founders or a competent employee of the organization (director, lawyer, accountant).
The appointment of a liquidator is carried out by a decision of the founder or a meeting of founders. The decision to appoint a liquidator may look like this:
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What reporting is signed by the liquidator, his powers during the liquidation of the LLC
The powers of the liquidator are determined by Part 4 of Art. 62 and Art. 63 of the Civil Code of the Russian Federation, according to which he:
- carries out activities for the management of the LLC;
- acts on his behalf in court without a power of attorney;
- takes measures to search for and notify creditors of the beginning of the liquidation procedure, the procedure and terms for making settlements for the LLC's obligations;
- takes measures to receive receivables, keeps records of the property of the LLC;
- accepts claims and settles debts of LLC.
As for reporting, the main reporting documents that the liquidator will have to prepare are interim and final liquidation balance sheets. After their preparation by the liquidator, the balance sheets must also be approved by the founders and the tax authority in accordance with the requirements of Art. 63 of the Civil Code of the Russian Federation. As for current reporting, the liquidator is required to report on the absence of debts to:
- tax authorities on insurance premiums;
- the tax inspectorate for income tax withheld from employees, as well as prepare a balance sheet for the past reporting period;
- tax office for income tax and VAT, if the relevant reports were not submitted by the accountant of the LLC before the start of liquidation.
For these purposes, the organization and the tax authority draw up a joint reconciliation act (form for KND, approved by order of the Federal Tax Service of Russia dated December 16, 2016 No. ММВ-7-17 / [email protected]).
Summing up, we note that it is best to appoint the liquidator of the organization the most competent and responsible person, which will allow the founders to quickly and safely complete all liquidation procedures.
Liquidation Commission - formation, composition, powers
Liquidation Commission- This is a temporary body created by the founders of a legal entity with the aim of liquidating the organization. The procedure for the creation, composition and powers of the liquidation commission are determined by part 1 of the Civil Code of the Russian Federation of November 30, 1994 No. 51-FZ and other regulatory acts. Read more about this in our article.
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Decision on liquidation and creation of a liquidation commission
The liquidation of a company is a very lengthy procedure. The Civil Code of the Russian Federation establishes the obligation of the founders or other persons who decide to start liquidation to notify the authorized bodies about this. This is due to the following goals:
- protection of the rights of third parties;
- exclusion of any illegal actions on the part of the organization that is in the process of liquidation;
- proper oversight by supervisors government agencies behind the procedure.
From Art. 23 of the Tax Code of the Russian Federation dated July 31, 1998 No. 146-FZ, it follows that a notice of liquidation must be sent within 3 days after the relevant decision is made. The notification is sent to the territorial tax office at the location of the organization. Such notice must contain information about:
- liquidation procedure;
- the procedure for filing claims by creditors;
- the timing of the procedure.
At the same time, the procedure for liquidation is determined by the persons who made the decision to do so independently, but taking into account the characteristics of the legal entity, with mandatory observance of laws. For example, Art. 58 of the federal law "On companies with limited liability» dated February 8, 1998 No. 14-FZ establishes that the property that remains after all settlements is transferred to the participants of the organization. On the contrary, Art. 26 of the federal law "On public associations"No. 82-FZ of May 19, 1995 states that the remaining property should be directed to the statutory goals of such an association.
Information from the notification is entered into the Unified State Register of Legal Entities and is publicly available.
The liquidation of an organization means the termination of its further activities. The purpose of liquidation is not only the termination of activities, but also ensuring the legitimate interests and rights of third parties (creditors, employees) in the process. At the same time, liquidation can occur both voluntarily and involuntarily. In the first case, the founders of the company or other authorized body who decides to liquidate it, a liquidator or a liquidation commission is appointed.
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The composition of the liquidation commission
The legislation does not define the procedure for electing a liquidation commission, nor does it establish requirements for the entry into this body of any specific employees of a legal entity. However, in practice the situation develops in such a way that the composition of the liquidation commission includes:
The liquidation commission is formed by issuing an appropriate act (order), which is announced to its members and the head. The powers to form the body in question, as a rule, belong to the competence of the founders of the company.
Laws of the Russian Federation and other normative documents There may be certain requirements for the composition of the liquidation commission. In many ways, it depends on the legal form, type of legal entity, its participants. For example, according to paragraph 4 of Art. 21 of the Federal Law "On Joint-Stock Companies" No. 208-FZ of December 26, 1995, if the state is one of the shareholders in a joint-stock company, then a representative of the body must be included in the liquidation commission local government or a certain property management committee.
Liquidator or liquidation commission: rights and obligations
The liquidator is vested with the following powers:
- management of all company affairs - both external and internal;
- publication in the media of an announcement about the upcoming liquidation of the organization, indicating the time for the claims by creditors (at least 2 months);
- identification of persons to whom the legal entity has debts;
- identification of persons who have a debt to a legal entity, and taking measures to repay it;
- representing the interests of the liquidated organization in relations with third parties, including the judiciary;
- conducting an inventory of the property mass;
- carrying out activities aimed at repaying all debts of the liquidated organization to its counterparties, employees, other third parties;
- balance formation (interim and liquidation);
- decision on future fate property of the organization remaining after full settlement with creditors and other persons.
- other issues related to the competence of the liquidation commission, aimed at liquidating the organization.
The purpose of the liquidation commission
After the decision on liquidation is made, the purpose of the company's activities completely changes. That is, if earlier its main goal was, for example, to generate income, then after the specified decision, liquidation becomes this goal. All activity of the legal entity is redirected to this channel. At the same time, until the organization is listed in the Unified State Register of Legal Entities as having ceased its activities, it is obliged to pay taxes and pay salaries to employees. However, all transactions that the company will conduct must be aimed at settlements with third parties, creditors, employees.
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For example, from the definition of the IC on economic disputes of the Supreme Court of the Russian Federation dated July 29, 2015 No. 306-KG, it follows that the liquidation commission or the liquidator are obliged to take the necessary measures aimed at settling with creditors as a matter of priority. These measures consist of sending notices to creditors in advance of the planned liquidation. If the liquidation commission is aware of the creditors, it is obliged to send them appropriate notices.
After the adoption of the above decision, the head (executive body) of the company can no longer act on its behalf without a document authorizing him to do so. Instead of the head, all actions to manage the organization are performed by the liquidation commission (its head).
When establishing the sufficiency of property for payment to all counterparties, the liquidation commission:
- conducts an inventory;
- finds all creditors and debtors;
- forms the liquidation balance sheet (first - intermediate).
The liquidation balance sheet, indicating the impossibility of distributing debts, is the basis for filing an application with the judicial authorities to declare the organization bankrupt and conduct bankruptcy proceedings.
Results
The liquidation commission is a body that can be compared with an arbitration manager that manages legal entities in the process of bankruptcy. However, unlike the latter, the liquidation commission is established not by the court, but by authorized persons or bodies of the legal entity being liquidated. But their similarity is very obvious: both the liquidator and the arbitration manager aim to settle accounts with creditors, and then terminate the organization's activities.
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Liquidator or Liquidation Commission?
This week I encountered the following situation: usually in an LLC consisting of one participant (he is also a director), we appointed a Liquidator by a decision on liquidation. This went with a bang in MIFNS 46 and the Moscow Region tax authorities. This is commented on and allowed by the tax authorities themselves and is confirmed by numerous practices throughout Russia. But MIFTS 16 in Shchelkovo for some reason puts the Federal Law “On LLC” above the Civil Code of the Russian Federation and 129-FZ and prohibits appointing a liquidator, only a liquidation commission ... They say that they write lies on the website of the Federal Tax Service and official explanations)) They slapped a refusal ... To the question about what we should do if we have only 1 person in the whole society, practically “three in one”, they say: “appoint a liquidation commission consisting of 1 person by decision”. How there can be one person in the commission, my brain cannot understand.
Colleagues, can anyone come across a similar one, share your experience)) Thank you in advance.
Comments (10)
You know, Oksana, the giraffe is big, he knows better. Says the tax, that one in the field, ugh in the commission - already a commission, appoint, please them. And why butt with them because of this, it’s more expensive for yourself.
Tatyana, they have already appointed, they have done something nice) We are waiting ..
The rule of three "D" applies not only on the road :).
And I would appeal the refusal to the court. They're already fucked up, by God! Mytishchenskaya told me a long time ago that it is not enough to eliminate double publication in the media. Give them a list of creditors we notified and evidence postal items. GC - in the furnace! We went to the management to quarrel, canceled this nonsense. In general, in tax: some - to the forest, some - for firewood. If we compare the requirements of tax and notaries by region, it's also ridiculous. For someone, the extract from the Unified State Register of Legal Entities is valid for a month, for someone it is strictly 5 days.
The tax office is a strange place. They often contradict themselves.
The funny thing is that notaries themselves can check this extract. If the extract is not fresher than 5 days, then you have to pay another 1.5 tyr. Fun))
In Moscow, they accept extracts that are a month old. Moreover, with some notaries, you can negotiate and bring even a little overdue. No surcharges. First, in the tax for 400 rubles. they will make you a fresh one in a day, and secondly, now you can request your extract from any tax office, regardless of the place of registration of the organization.
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Well, we are not Moscow, we have everything at a double rate)))
Eugene, as I understand you... How many hours I spent in the Mytishchi tax office... there is a frame on frame, sometimes it is so bent that you don’t understand whether any of them read the laws or not.
here in vain you go on about the tax! tomorrow they will ask for something else, and so on without end. this practice needs to be nipped in the bud. appeal against the refusal and cut down the expenses for a representative from them, I assure you that there will be no more refusals in this tax on such grounds.
Dear colleagues, I run the risk of looking like a complete ignoramus in your eyes, but it seems to me quite obvious that the law "On LLC", as establishing special norms, is higher than the Civil Code, containing general rules. Am I wrong? And because of such a trifle as the appointment of a liquidator or a liquidation commission of one person, I would not spoil my nerves and butt heads with the tax. If our LLC can consist of one person or, for example, the court is often one-member, then why can't the liquidation commission be created from one person? It is also known that any official, endowed with at least some kind of power competence, is “smarter” than any doctors of jurisprudence.
I wanted to ask you, colleagues, for advice on the issue of the validity period of some certificates. In particular, the chairman of the board of the housing cooperative for some reason believes that the certificate issued by him to the member of the housing cooperative stating that he has been a member since such and such a year and fully redeemed his share in such and such a year is valid for only one month (!). From what, excuse me, fright? And what does the "validity" of such a certificate mean? Is it obligatory to register it with the state registration authorities? I'm even interested in what is now indicated in the USRR.
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Further, regarding the validity of technical documents issued by the BTI, in the legal community, as I understand it, there is some uncertainty. For example, the FreshDocs team concluded that any such documents have a validity period of five years, but for residential premises - one year.
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How is the liquidation commission appointed? What are the main responsibilities of the liquidator of an LLC?
The Civil Code of the Russian Federation does not provide for special rules for the formation of a liquidation commission. In Article 62 of the Civil Code of the Russian Federation, it only indicates that it is mandatory for her to be appointed as participants in an LLC after a decision has been made to liquidate her enterprise. At the same time, the period during which it is necessary to appoint the persons carrying out the liquidation is also not prescribed in the law.
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In addition, these legal norms do not contain indications of when it is necessary to select a liquidation commission, and in which cases it is possible to appoint one person - the liquidator. By general rule participants independently determine who exactly they will appoint to liquidate the organization, and at what point they will do it.
Also, the legislation does not prohibit the appointment of one or more LLC participants as the liquidator or members and chairman of the liquidation commission.
After the appointment of the liquidation commission (liquidator), all powers to manage the liquidated legal entity are transferred to it. It, in fact, becomes the sole executive body of the enterprise.
In contrast to the order of appointment, the duties of persons responsible for liquidation are clearly spelled out in the norms of the Civil Code. Thus, the liquidation commission (liquidator) is obliged to act reasonably and in good faith in the interests of the liquidated enterprise and its creditors.
It is the liquidators who are responsible for identifying and notifying the creditors of a limited liability company. To do this, they publish a message on the procedure for liquidating the organization and the deadlines for accepting claims from creditors in the media (Bulletin of State Registration) and send each creditor personal registered letters with a return receipt.
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Also liquidation commission:
- Takes steps to collect accounts receivable.
Only the chairman of the liquidation commission or the liquidator of an LLC has the right to apply to the tax service to make an entry in the Unified State Register of Legal Entities on the termination entrepreneurial activity after completion of the liquidation procedure.
If you want to start the voluntary liquidation of an LLC, use our service "Fill out forms for the liquidation of an LLC online". This will allow you:
- Avoid errors in the preparation of documents necessary for closing the company (the service automatically fills in the forms, and the correctness of their preparation is checked by our lawyers).
At the same time, you do not have to be afraid of the refusal of the tax authorities to complete the registration action, because the documents issued through our service have already been repeatedly checked during the liquidation of the LLC in tax inspections countrywide.
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Liquidation commission OR liquidator
Mix Oct 27, 2004
Art. 62 of the Civil Code Obligations of the person who made the decision to liquidate the legal entity
2. The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity appoint a liquidation commission (liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.
The Charter stipulates a liquidation commission, but how else, if the Federal Law on JSC Art. 21 speaks of a liquidation commission, why is the way now blocked for the liquidator?
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Federal Law on LLC - liquidation commission
Federal Law on non-profit organizations- liquidation commission, etc.
Mix Oct 27, 2004
no one here is involved in the liquidation or what?
Vermut Oct 28, 2004
Mix Oct 28, 2004
I don't want. much easier liquidator.
Vermut Oct 28, 2004
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entered into force
He is there in brackets everything is referred to as a "liquidator"
Mix Oct 28, 2004
but it diverges from practice, for example, more than once when it had to be liquidated (but the liquidator was registered in the charter of the CJSC, although what difference does it make, there is the same norm as in the LLC - the liquidation commission) The Ministry of Taxes and Taxes did not object to the liquidator
Do I remember what was written there?
Yes, in principle, do not care, the powers that the LK has the same as the liquidator.
Mix Oct 28, 2004
Yes, in principle, I don’t care, the powers that the LC has the same as the liquidator
I just didn’t understand the FAS UO
Vermut Oct 28, 2004
I just didn’t understand the FAS UO
Yes, as always with us, you see, then another practice will appear. I agree with all of the above opinions - no big difference. The question is only in numbers. It turns out that 2 members is a commission, and if there is one, then, they say, a liquidator.
Moreover, the same judicial practice established that only the chairman of the liquidation commission signs claims, powers of attorney, and who deprived the rights of other members then?! Here is a question, for example, does not the chairman of the liquidation commission have the right to sign a balance sheet or a declaration on a company?
kuropatka Oct 28, 2004
deaf as in a tank. no one here is involved in the liquidation or what?
And Search because it is necessary to use. We discuss once a month.
Mix Oct 28, 2004
do not tell me about the search, he himself has repeatedly said this,
they had all the questions, but you can have your own or someone else's, and pay him or not, etc.
I myself am now liquidating in two LLCs - IMNS only FOR.
I liquidate not only in theory, and therefore I said that the practice is different than in the FAS UO.
One more Oct 28, 2004
In the end, you are not in the Urals, liquidate on health
viking80 Nov 02, 2004
Please do not offend the Urals.
One more 02 Nov 2004
Please do not offend the Urals.
No need to identify the Urals and FAS UO
You can only liquidate as the law says and nothing else.
Explain your position, pliz, do you think that an LLC can only have an LC, but not a liquidator?
Lucy Jan 12, 2011
cassation instance for checking the legality and
validity of decisions (decisions) of arbitration courts,
entered into force
14 Jan 2011
ON STATE REGISTRATION OF LEGAL ENTITIES
AND INDIVIDUAL ENTREPRENEURS
Article 20. Notice of liquidation of a legal entity
3. The founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity notify the registering body of the formation of a liquidation commission or the appointment of a liquidator, as well as of the preparation of an interim liquidation balance sheet.
IX. The procedure for filling out the Notice on the formation of the liquidation commission of a legal entity, the appointment of a liquidator (bankruptcy manager) (form N P15002)
4.2. Clause 3.2 is filled out on the basis of a document on the appointment of a liquidator.
5. Section 4 "Information about the bankruptcy trustee".
This section is filled in if the court decides to declare the legal entity insolvent (bankrupt) in accordance with the information about the bankruptcy trustee contained in said decision or the ruling of the arbitration court on the approval of the candidacy of the bankruptcy trustee.
5.1. Clause 4.1 indicates the number of pages of the decision of the arbitration court on declaring the legal entity insolvent (bankrupt) or the ruling of the arbitration court on the approval of the candidacy of the bankruptcy trustee.
Sheet 1
Sheet A of form 15002. Information about the head of the liquidation commission (liquidator), bankruptcy trustee
If there is only one founder in the LLC, he is also the director, why can't he be the liquidator in the sole person. In any case, he is obliged to comply with the procedure for settlement with creditors.
Trevor 18 Apr 2011
Okay, here is an excerpt from one solution:
cassation instance for checking the legality and
validity of decisions (decisions) of arbitration courts,
entered into force
Vermut, I don't see anything of the kind in the said ruling. Where is this quote from?
Drive into the consultant N Ф09-357 / 03-GK and find the RESOLUTION
cassation instance for checking the legality and
validity of decisions (decisions) of arbitration courts,
entered into force
Miss Po Jan 25, 2012
IvanWaitingReply 19 Jan 2015
Colleagues, tell me please!
enigma1 Feb 10, 2017
Is there a more recent practice?
liquidated CJSC and 2 LLC. in 2015-beginning of 2016.
in all cases there was only a liquidator. The tax office never gave a damn.
although everywhere the Statutes were standard, without fuss, written off from the laws on LLC and CJSC and only the liquidation commission was mentioned in them.
we were somehow taught earlier that the Civil Code has great legal force in front of special norms. now the Civil Code and laws have equal legal force, and often even special norms have priority in interpretation.
but all the same, it seems to me that simply in the laws, under the words "liquidation commission" and so it is understood that the liquidator is also included. Because the GC says liquidation commission (liquidator), based on the rules of the Russian language, brackets mean clarification in order to clarify or supplement the expressed thought.
This is confirmed indirectly and because it occurs in this form in the Civil Code, as equivalent (clarifying) concepts. And there is not even a slight opposition or division of the type "liquidation commission or liquidator."
Well, what if the laws are written by people who do not know the Civil Code.
The sole participant of the LLC is a liquidator, can he get a job full time in other LLC?
he may not work full-time as a liquidator.
In general, nowhere does it say that the liquidator is obliged to work under an employment contract.
and given that at the end of the liquidation, there will be no place to formally dismiss him from anywhere (he will have to be dismissed retroactively), and who and how will accrue and pay wages and all taxes on it ?! And what about the final payment upon dismissal? where to get time, money for this, spend on the balance sheet, etc. break your head.
It is more logical and easier for the liquidator to accept immediately under a civil law contract for the provision of services.
but in fact in small companies according to the documents, the liquidator is usually not carried out at all, because he is also a director and a participant in one person.
Who can be a liquidator in the liquidation of an LLC - an important and interesting question, given the ambiguous interpretation in the legislation of the concepts of liquidator / liquidation commission. Let's deal with him once and for all.
Who is a liquidator, and how does this concept relate to the concept of "liquidation commission"
The liquidator is a person who deals with issues that arise during the implementation of the procedure for terminating the activities of the organization. The Liquidation Commission is a collegiate body that resolves similar issues.
The procedure for appointing a liquidator or a liquidation commission is prescribed in Art. 62 of the Civil Code of the Russian Federation, Art. 57 of the Federal Law “On Limited Liability Companies dated February 8, 1998 No. 14. However, the provisions of the law are extremely stingy and do not fully regulate the activities of a liquidator or a liquidation commission. Moreover, Federal Law No. 14 does not even contain a hint that a liquidator can participate in the termination of an organization’s activities, using the concept of a “liquidation commission”.
In practice, it is possible to appoint both a liquidator and a liquidation commission, but it allows this question general meeting of LLC. To organize the termination of the activities of a small company, they most often use the services of one person. If the company is large, a commission is appointed (including at least two participants, one of which is the chairman).
Who can be a liquidator?
The legislation bypasses the question of who can be the liquidator of the organization (or be a member of the commission). It can be considered a positive moment that the law does not establish prohibitions regarding the election of a candidate.
Most often, the former sole executive body of the company (director, general director, etc.) becomes the liquidator. This is due to the fact that he worked in the organization and has an idea about its activities. The employment contract with him upon appointment as a liquidator is terminated (however, the director is dismissed upon appointment of any person as a liquidator).
In addition to the director, anyone (any capable person) can be a liquidator. These are representatives of private firms providing liquidation services, and one of the founders of the liquidated organization. It is assumed that the liquidator must have an idea of how the procedure for terminating the activities of the organization goes in order to carry it out.
The law also does not impose requirements on the composition of the liquidation commission.
Appointment of a liquidator upon liquidation of an LLC. Sample decision on the appointment of a liquidator (minutes of the meeting of participants in LLC)
Not suitable for the appointment of a liquidator labor contract, due to the lack of an appropriate position in the organization and the expediency of such actions (the organization will soon cease to exist). Therefore, most often a civil law contract is concluded (for example, the provision of services). It is possible not to conclude any contracts at all (there is no such requirement of the law), but then the procedure for the activity and the amount of the liquidator's remuneration will not be determined.
The procedure for appointing a liquidator or liquidation commission is as follows:
- A decision is made by the sole founder, or an extraordinary general meeting is convened, on the agenda of which is the question of the procedure and terms for the liquidation of the company, the appointment of a liquidator / commission, the termination of the powers of the sole founder executive body.
- An agreement is concluded with the liquidator / commission (if desired).
Here is a sample protocol of the general meeting of participants in the organization and a sample decision of the sole participant on the appointment of a liquidator.
Powers of the liquidator upon liquidation of an LLC
In short, the liquidator or the liquidation commission receives the powers of the general director, including the right to protect the interests of the company in the courts. The law (clause 4, article 62 of the Civil Code of the Russian Federation) formulates this rule as follows: "the powers to manage the affairs of a legal entity are transferred to the liquidation commission." It's rather vague, which is why we draw a parallel with the CEO, who previously carried out similar duties.
Do not forget that other management bodies of an LLC are valid until the registration of its liquidation (for example, the general meeting of participants in the organization, which signs the interim and final liquidation balance sheets). This rule does not apply only to the sole executive body (general director).
In practice, the commission or the liquidator carries out activities aimed specifically at the liquidation of the company. The list of such actions is provided by art. 63 of the Civil Code of the Russian Federation. These include:
- Publication of data on the liquidation of the company in the media.
- Search and notification of creditors, collection of receivables.
- Drawing up an interim liquidation balance sheet (but not approval).
- Sale of the company's property when it is insufficient to satisfy the interests of creditors.
- Appeal to arbitration in case of detection of signs of bankruptcy.
- Preparation of the liquidation balance sheet (but not approval).
- Submission of an application for liquidation of the company for registration.
- Representing the interests of the company in court.
Thus, when answering the question of who can be a liquidator during the liquidation of an LLC, it must be taken into account that the law does not establish requirements for persons who can be liquidators or be members of the liquidation commission. As a result, the liquidation of the company can be entrusted to any person.
The liquidation commission is determined by the founders of the enterprise or the body that made such a decision regarding the organization. The liquidation commission sets the time limits for the liquidation of the enterprise and the procedure for its implementation.
The liquidation commission is a special body (liquidator) necessary for the liquidation of the enterprise - voluntary or forced.
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Information about the creation of this body is provided to the registrar (tax structures), which must make appropriate changes to the Unified State Register of Legal Entities and issue documents confirming the termination of the organization's activities.
Requirements
The Civil Code of the Russian Federation does not reflect specific rules on the composition of the liquidation commission. The appointment of members of such a commission by minority shareholders of the company is not provided for. Special attention is also not paid to individual cases when the law requires the participation of certain persons in the commission.
The procedure for the functioning of the commission and its formation are reflected in paragraph 4 of article 62 of the Civil Code of the Russian Federation:
- When the commission is formed, all powers within the executive power of the enterprise are transferred to it. This does not cancel the right of other management bodies to take part in the activities of the company.
- After the official appointment, the commission represents the interests of the enterprise in court. The head of the liquidation commission has the right to represent a legal entity without issuing a power of attorney, sign statements of claim and issue the necessary powers of attorney.
- The commission is obliged to carry out its work in the interests of the liquidated company and creditors.
- The Commission is a collegiate body. A quorum is required for any decision to be made. Enterprises are advised to consider creating a special provision on the liquidation commission.
The Civil Code does not fully describe the competence of the liquidation commission and this often becomes a reason for disputes and discussions.
The role of the liquidation commission
If the owners of the enterprise have decided to liquidate it, they must establish a liquidation commission. It is necessary to submit this information to the IFTS for making an entry in the state register.
Purpose and composition
The body deciding on the liquidation of the company must appoint the composition of the liquidation commission. This can be done by the founders of the enterprise, its shareholders, as well as the court that issued the decision to terminate the work of the organization. All features of the formation of the commission are usually indicated in the Charter of the enterprise.
Since the appointment of the commission, she has been participating in the management of the company in. The executive bodies of the enterprise can no longer carry out their activities.
An exact sample of the requirements for the composition and size of the commission in accordance with the current legislation is not provided. This issue is decided by the meeting of founders. Members of the commission may be appointed by the court. At the head of the commission is the chairman.
The composition of such a commission may include directly the heads of the company, its founders or employees. Its chairman becomes the initiator of the termination of the company. Such powers are usually exercised CEO this organization.
Powers
The founder of the liquidated enterprise is obliged to issue an appropriate order confirming the decision to terminate the operation of the company. It should indicate the terms of its liquidation and other organizational issues related to the activities, formation and appointment of members of the commission.
After that, the chairman of the liquidation commission becomes available all the powers to manage the organization for the duration of its liquidation. This provision is approved by paragraph 3 of Art. 62 of the Civil Code.
Most often, an employee of the company is chosen for the position of chairman, who has a complete understanding of all the features of its functioning.
When a company is liquidated, liability arises for:
- the enterprise itself;
- its owners;
- its leaders;
- liquidation commission;
- creditors to whom the firm has debts.
In order for the liquidation commission to carry out its activities in full, a document is required that displays data on the composition of the commission and a protocol on its appointment.
Such a protocol is also necessary if the general director of the enterprise becomes the chairman of the commission. It is imposed on all members of the commission.
Functions
The liquidator will continue to carry out all the work necessary for the liquidation procedure.
His duties include signing all possible documentation, regulating the work of all members of the commission, as well as:
- Notifying the registration authorities of the decision to terminate the activities of the enterprise in order to exclude it from the register of legal entities.
- Placement in the printed media of a note on the planned liquidation of the company. It is necessary to designate the terms and procedure for accepting applications from creditors for repayment of debts. The minimum period in this case is 2 months.
- Delivery of written notices to creditors of the planned liquidation of the company in person.
- Preparation of the liquidation balance sheet in a timely manner. Information on receivables and payables, information on tangible and intangible assets and liabilities of the company should be indicated. It is necessary to identify solutions on how to minimize existing debts.
- Making appropriate decisions on the dismissal of employees.
- If necessary, the liquidation commission conducts the procedure for the sale of the company's property through public auction. This is necessary to liquidate debt obligations to creditors.
- Formation after satisfaction of all requirements of creditors. This balance sheet should convey the final financial condition of the firm.
- Reconciliation of settlements with all organizations and tax authorities.
- If all required payments have been made and financial resources still remained, then they are distributed among the founders of the enterprise.
- You must submit an application to the IFTS to complete the liquidation procedure. The tax authorities record the fact of liquidation in the Unified State Register of Legal Entities.
After the tax authorities provide an official certificate of liquidation of the company, it is considered liquidated, and the commission stops its work.
Actions
The commission during the entire period of liquidation of the organization adheres to a certain plan in its work. This plan is created with the participation of all members of the commission and is agreed with the founders of the enterprise.
The actions of the commission are as follows:
- Detailed display of all assets of the company and their analysis.
- Collection of information about persons who can claim their rights to the property of the company during liquidation.
- Dismissal of company employees. The procedure is standard, wages and other payments are made in accordance with labor legislation.
- Analysis of payments to tax authorities and other organizations. If there are not enough funds to pay off debts to the tax authorities, then the debt is repaid by the founders of the company in accordance with the law.
- Analysis of existing debts. Collection of debts from debtors may occur upon written notice or after filing a statement of claim in court. The liquidation commission takes part in all court hearings on behalf of the enterprise.
- Establishing order.
- Distribution of the remaining assets among the founders.
- Preparation of documentation for the removal of the company from their state register.
- Removal of an enterprise from the state register.
To make an entry in the state register, you must provide an appropriate application, certificates from funds, a certificate of liquidation balance sheet, a receipt for payment of the state fee
Available Operations
The liquidation commission determines the possibility and method of selling the company's property. All information about the sale of property should be displayed in the media.
If liquidated state enterprise, then an auction is organized. This is done by the competent authorities. In the event of the termination of the work of a private firm, the liquidator has the right to conduct such an auction on his own.
The sale of the company's assets should be carried out in the following sequence:
- assessment of the market value of property by an appraiser;
- sale of real estate within the framework of an auction;
- sale of non-productive assets of the company;
- sale of production assets of the enterprise.
1. According to federal law dated 08.02.1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law N 14-FZ) a limited liability company (hereinafter - LLC, company) can be liquidated voluntarily in the manner established by the Russian Federation, taking into account the requirements of N 14 -FZ and the charter of the company. The procedure for the liquidation of a company is determined by the Russian Federation and other federal laws (clause 5, article 57 of Law No. 14-FZ).
In the Russian Federation, the grounds and procedure for the liquidation of a legal entity are established by Art. 61-64.1.
In the liquidation procedure of a legal entity, including an LLC, the following stages can be distinguished:
- adoption by the authorized body of a decision on liquidation, appointment of a liquidation commission (liquidator);
- notification of the decision made to the body that carries out the state registration of legal entities (registration body) for entering the relevant information into the Unified State Register legal entities (hereinafter - Unified State Register of Legal Entities);
- publication of a notice on liquidation, the procedure and deadline for filing claims by creditors;
- drawing up an interim liquidation balance sheet;
- making settlements with creditors;
- preparation of the liquidation balance sheet;
- state registration of liquidation of a legal entity.
Let's dwell on each stage in more detail.
1. Making a decision on liquidation, appointment of a liquidation commission (liquidator)
The liquidation of an LLC on a voluntary basis begins with a decision to liquidate it. The decision to liquidate the company is made by the general meeting of participants in the LLC. Since in the situation under consideration there is one participant in the company, the decision on liquidation is made by this participant alone and is drawn up in writing. In addition, the sole participant forms the composition of the liquidation commission or appoints the liquidator of the company (, Law N 14-FZ).
The legislation does not limit the circle of persons who may be members of the liquidation commission or may be appointed to the position of liquidator of the company. The members of the liquidation commission or the liquidator may be members of the company, its head (general director, etc.), other employees of the company, as well as persons who are not employees of this legal entity.
From the moment of appointment of the liquidation commission, the powers to manage the affairs of the legal entity (the Civil Code of the Russian Federation, Law N 14-FZ) pass to it. Consequently, from the moment the sole participant of the LLC makes the appropriate decision, the powers of the sole executive body of the LLC (manager) to manage the activities of the company are transferred to the liquidation commission (liquidator). The head (chairman) of the liquidation commission or the liquidator acquires the right to act on behalf of the LLC without a power of attorney.
2. Notice of decisions taken registration authority
According to the Civil Code of the Russian Federation, Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and individual entrepreneurs"(hereinafter - Law N 129-FZ) the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity, is obliged, within three working days from the date of the decision to liquidate, to notify in writing the registration authority at the location of the liquidated legal entity with the decision on the liquidation of the legal entity attached.The registration authority must also be notified of the formation of the liquidation commission (appointment of the liquidator).
To do this, the company must submit to the registration authority a notice of liquidation of the legal entity in the form N P15001, approved by the Federal Tax Service of Russia dated 01.25.2012 N MMV-7-6 / [email protected](hereinafter - Order N ММВ-7-6/ [email protected]). The decision of the sole participant of the LLC on the liquidation of the company is attached to the notification.
An entry that the company is in the process of liquidation is made by the registering authority in the Unified State Register of Legal Entities. From this moment, state registration of changes made to the charter of the company, as well as state registration of legal entities, the founder of which is the company, or making entries in the Unified State Register of Legal Entities in connection with the reorganization of legal entities, in which the company is in the process of liquidation, is not allowed (Law N 129-FZ).
When filling out a notification in the form N P15001, as well as other forms of documents submitted to the registering authority in connection with the liquidation, it is necessary to take into account the Requirements for the execution of documents submitted to the registering authority (hereinafter referred to as the Requirements), which are contained in Appendix N 20 to N MMV- 7-6/ [email protected] In particular, according to clause 1.11 of the Requirements, the application, notification or message submitted to the registration authority (hereinafter also referred to as the application) does not include blank sheets, as well as completely blank pages of multi-page sheets of the application form.
In section 2 "Notification submitted in connection with" form N P15001, the sign "V" marks the item corresponding to the basis for submitting the notification - the decision to liquidate the legal entity or the formation of a liquidation commission, the appointment of a liquidator (clause 9.3 of the Requirements). If the sole participant of the LLC makes decisions on the liquidation of the LLC and on the formation of a liquidation commission (appointment of a liquidator) at the same time (before submitting form N P15001 to the registering authority in connection with the decision to liquidate the LLC), in the specified section of form N P15001, both named points. In this case, in the notification form N P15001, in addition to the first sheet and sheet B containing information about the applicant, sheet A "Information on the formation of the liquidation commission / appointment of the liquidator" is filled out (clause 9.5 of the Requirements).
The notification is certified by the signature of an authorized person (applicant), the authenticity of which must be certified by a notary. If by the time the notice of form N P15001 is submitted to the registration authority in connection with the adoption of a decision on liquidation, the liquidation commission has already been formed (the liquidator has been appointed), the applicant in this case is, respectively, the head of the liquidation commission or the liquidator (, Law N 129-FZ, para. 14.2.05.18 legal positions in the field of state registration of legal entities and individual entrepreneurs, placed on 30.01.2014 in the federal section information resource"Database "Question-Answer" and sent by the Federal Tax Service of Russia dated January 31, 2014 N SA-4-14 / 1645 (hereinafter referred to as the Legal Positions)).
3. Publication of a notice on liquidation, the procedure and deadline for filing claims by creditors. Preparation and approval of the interim liquidation balance sheet
The liquidation commission (liquidator) is obliged to publish in the press (in the journal "State Registration Bulletin" - see the Federal Tax Service of Russia dated 16.06.2006 N SAE-3-09 / [email protected]) information on the liquidation of the legal entity, as well as on the procedure and term for filing claims by creditors. This period may not be less than two months from the date of publication of the liquidation. In addition, the liquidation commission (liquidator) is obliged to take measures to identify creditors and receive receivables, as well as to notify creditors in writing of the liquidation of a legal entity (the Civil Code of the Russian Federation).
After the deadline for creditors to submit their claims, the liquidation commission (liquidator) draws up an interim liquidation balance sheet, which contains information on the composition of the property of the legal entity being liquidated, the list of claims submitted by creditors, as well as the results of their consideration. The interim liquidation balance sheet is approved by the participant (participants) of the LLC (Civil Code of the Russian Federation, Law No. 14-FZ).
The registering authority is notified of the preparation of an interim liquidation balance sheet (Law N 129-FZ) in the form N P15001, approved by N MMV-7-6 / [email protected] At the same time, in paragraph 2.3 of section 2 of the said notification, the sign "V" is affixed, indicating that the notification was submitted in connection with the preparation of an interim liquidation balance sheet (paragraph 9.3 of the Requirements). The applicant, when submitting a notification form N P15001 on this basis, is also the head of the liquidation commission or the liquidator (clause 14.2.05.35 of the Legal Positions).
In connection with the preparation of an interim liquidation balance sheet, only a "Notice on the liquidation of a legal entity" with a corresponding mark (clause 14.2.05.70 of the Legal Positions) should be submitted to the registering authority. The law does not require the provision of an interim liquidation balance sheet itself.
Please note that the legislation does not link the need to publish a notice on liquidation, on the procedure and deadline for filing claims by creditors, as well as compiling liquidation balance sheets with the presence of accounts payable. Even if there is no debt to creditors, the company must fulfill all the requirements established by law as part of the procedure for liquidating a legal entity. This means, in particular, that even in the case when the company has no accounts payable, the interim liquidation balance sheet can be drawn up and approved no earlier than two months after the announcement of the liquidation of the company is published in the State Registration Bulletin. .
4. Drawing up and approval of the liquidation balance sheet
From the date of approval of the interim liquidation balance sheet, the liquidation commission (liquidator) begins to make settlements with creditors in the manner prescribed by the Civil Code of the Russian Federation. After making settlements with creditors, the liquidation commission (liquidator) draws up a liquidation balance sheet, which is also approved by the sole participant of the company (Civil Code of the Russian Federation, Law on LLC).
Of course, in the absence of accounts payable, the company does not need to make settlements with creditors. Therefore, we believe that under such circumstances there is no need to maintain any period of time, and both liquidation balance sheets (interim and "final") can be drawn up and approved simultaneously.
Since special forms of liquidation balance sheets are not approved by law, an interim liquidation balance sheet and liquidation balance sheet can be drawn up on the basis of the current form of the balance sheet approved by the Ministry of Finance of the Russian Federation of July 2, 2010 N 66n, indicating the appropriate name "interim liquidation balance sheet" and "liquidation balance sheet" ( see in connection with this the Federal Tax Service of Russia dated 08/07/2012 N SA-4-7 / 13101).
Approval of the liquidation balance sheet can be issued by the founders (the sole participant) putting appropriate marks on the document itself or in the form of a decision on the approval of the liquidation balance sheet attached to the balance sheet itself (clause 14.2.05.49 of the Legal Positions).
We also note that the tax authority is obliged to declare its requirements for the organization to pay all mandatory payments to the budget in the period from the moment the notification of the decision to liquidate the legal entity is submitted to the registering authority (within three days from the date the decision to liquidate is made) and until the submission of documents for state registration of the liquidation of a legal entity, provided for by Law N 129-FZ (not earlier than two months from the date of publication in the press of a publication on the liquidation of a legal entity - Law N 129-FZ) ( Guidelines for tax authorities on the issues of uniformity of the procedure for deregistration with the tax authority of a legal entity in connection with liquidation, approved by the Federal Tax Service of Russia dated April 25, 2006 N SAE-3-09 / [email protected]).
5. State registration of liquidation of the company
After the approval of the liquidation balance sheet for state registration in connection with the liquidation of a legal entity, the following documents are submitted to the registering authority in accordance with Law N 129-FZ:
- application for state registration of a legal entity in connection with its liquidation in the form N P16001 approved N MMV-7-6 / [email protected] signed by the applicant (the head of the liquidation commission or the liquidator), the authenticity of whose signature is certified by a notary;
- liquidation balance sheet;
- a document confirming the payment of the state fee (at the moment, the state fee for registering the liquidation of a legal entity on the basis of the Tax Code of the Russian Federation is 800 rubles);
- a document confirming the submission of information to the territorial body of the PFR in accordance with paragraphs. 1-8 p. 2 art. 6 and paragraph 2 of Art. 11 of the Federal Law "On individual (personalized) accounting in the system of compulsory pension insurance" and in accordance with Part 4 of Art. 9 of the Federal Law "On additional insurance premiums for funded pensions and state support formation of pension savings" (representation this document not necessary; if it is not submitted by the applicant, this document is submitted by the FIU at the interdepartmental request of the registering authority).
When filling out an application form N P16001, it is necessary to take into account the provisions of section X of the Requirements.
The liquidation of an LLC is considered completed, and the company is considered to have ceased its activities after an entry about this is made in the Unified State Register of Legal Entities (Civil Code of the Russian Federation).
Please note that in all cases requiring entries in the Unified State Register of Legal Entities, including in the event of liquidation of a legal entity, documents are submitted to the registration authority in one of the ways specified in paragraph 1 of Art. 9 of Law N 129-FZ.
2. The property of an LLC remaining after satisfaction of creditors' claims is transferred to its founders (participants). The order and sequence of distribution of the property of a liquidated LLC between its founders (participants) are established by Art. 58 of Law N 14-FZ.
The transfer of property to the founders (participants) is carried out by the liquidation commission (liquidator) of the company on the basis of the approved liquidation balance sheet (see the Eighteenth Arbitration Court of Appeal dated July 11, 2017 N 18AP-6767/17). Since the powers of the liquidation commission (liquidator) terminate from the moment of state registration of the liquidation of the company (, Civil Code of the Russian Federation), the liquidation commission (liquidator) must decide on the distribution of property before making the corresponding entry in the Unified State Register of Legal Entities. Note that there are no regulatory requirements for the execution of the decision of the liquidation commission (liquidator). It seems that the decision of the liquidation commission can be formalized, for example, in the form of a protocol of a commission meeting (, Civil Code of the Russian Federation). The liquidator makes such a decision solely and draws it up in writing.
The property of the liquidated company is distributed among the participants of the LLC in the following order:
- first of all, the distributed but unpaid part of the profit is paid to the participants of the company (paragraph two of Law N 14-FZ);
- secondly, the distribution of the property of the liquidated LLC between the participants of the company is carried out in proportion to their shares in the authorized capital of the company. Shares owned by the company are not taken into account in such a distribution of property (clause 1 of article 24, paragraph three of Law N 14-FZ).
The requirements of each queue are satisfied after complete satisfaction requirements of the previous queue (Law N 14-FZ).
The transfer of property to the participants of an LLC is documented by an act of acceptance and transfer.
Thus, if the liquidated LLC consists of a single participant, the property of the company remaining after the completion of settlements with creditors must in any case go to the sole participant (see also Arbitration Court of the North Caucasian District dated 06/04/2015 N F08-2778 / 15).
We also recommend that you read the following materials:
- . Liquidation of LLC;
- . The procedure for the liquidation of a legal entity;
- . LLC with one member;
- . Formation of an interim liquidation and liquidation balance sheet;
- . Distribution of the property of a liquidated LLC among its participants.
Prepared answer:
Legal Consulting Service Expert GARANT
Ivanov Alexander
Response quality control:
Reviewer of the Legal Consulting Service GARANT
Aleksandrov Alexey
The material was prepared on the basis of an individual written consultation provided as part of the Legal Consulting service.
