Liquidation of the enterprise: the procedure of actions. Liquidation procedure

There are times when an entrepreneurmake an uneasy decision: liquidate your company. Sometimes this is the only way to avoid criminal prosecution and secure yourself. The situation, of course, can be tried in less radical ways. Even if the company was originally intended as a "one-day". But we will consider the extreme variant: how the enterprise liquidates (the order of actions).

The voluntary form of liquidation: where everything starts

The procedure can be carried out both voluntarily and compulsorily. Voluntary liquidation of an enterprise the procedure of actions is as follows:

1. Decision-making and appointment of liquidator and commission.
2. Send letter to the tax office about the decision to liquidate LLC. In response, a notice will be issued that the company is being liquidated. This is recorded in the Unified State Register of Legal Entities.
3. Further, the liquidation is publicly reported. At this stage, creditors are identified, as well as accounts receivable. This information is obtained from accounting documents, as well as the conclusions of the auditor and the auditor, acts of inspections and other documents. The Commission notifies the creditors of the liquidation of the LLC and notifies about the period during which claims of a property nature may be made.
4. At the end of this period, a meeting is heldCommission, which approves the liquidation balance in between. It should provide information about the property of the liquidating organization, a list of requirements and information on their consideration.
5. The decision taken at the meeting is reported to the off-budget funds. The registration body sends the interim liquidation balance to the departments:

• collection of debts;
• desk audits;
• on-site inspections;
• legal for control activities.

Voluntary liquidation: sale of property

The liquidation procedure continues inthe form of the sale of property in the manner established for the enforcement of judicial decisions. This has to be done if the material means is insufficient to pay off creditor claims.

The liquidation commission is obliged to drawproperty in money in order to pay off with creditors. If after the sale of sufficient funds for settlement with creditors is not collected, then liquidation can be carried out in the order of bankruptcy.

The main means, which are calculated fromcreditors, are money. However, this form of calculation is not mandatory. If the creditor agrees, the claims can be satisfied by other property.

Voluntary liquidation: the final stage

Since the moment when the registration authorityan interim balance has been agreed upon, the liquidation commission's plan to liquidate the enterprise includes making payments to creditors. This is done according to a certain order.

First, the claims of citizens to whom the organization is responsible for causing harm to health, life, for capitalization of payments and for non-pecuniary damage must be satisfied.

Then the calculation and payment is madecompensation for the liquidation of an enterprise, payment of labor, payment of severance pay for persons with whom employment contracts were concluded, remuneration under author's contracts.

Then the funds are paid to the budget and to extra-budgetary funds. Then all other payments are made.

Transition from one queue to another is carried outOnly after compensation for the liquidation of the enterprise of the previous stage was fully repaid. All claims are met at the expense of the funds that were received from the sale of collateral, mainly to other creditors. Exceptions are only obligations of the first and second lines of creditors, because claims on them appeared even before the pledge agreement was concluded. If at the expense of these funds the creditors' claims were not satisfied with the funds from the pledge, then they will be repaid together with the creditor claims of the next turn.

After the calculations and inventory of the property, the commission holds a meeting, where the balance is approved. Then the property is distributed among the participants, the bank accounts are closed.

Then the registration authority must file:

• A statement confirming the liquidation of theenterprises, the procedure for actions in accordance with the norms established by law, settlements and coordination of liquidation with state agencies in accordance with the procedure established by law;
• liquidation balance sheet;
• payment of state duty.

After that, a certificate of liquidation of the legal entity is issued and it is excluded from the Unified State Register of Legal Entities.

Forced liquidation

If the creation of the organization was grossly violatedlaw, and to eliminate the consequences is not possible, a forced liquidation of the enterprise can be appointed. Its terms are usually the same as in a voluntary form.

A claim in court can be filed by the tax authorities. Most often, the basis for this is gross violations of the law on taxes. Then the tax authorities appeal to the arbitration court, referring to specific articles of the Tax Code, which were violated.

Frequent reasons for filing lawsuits are cases when organizations do not bring in accordance with statutory requirements the constituent documents.

Liquidation by court order

The court can be appointed liquidation of the enterprise (the terms of which are always set individually) if there was an activity:

• without the necessary permission;
• prohibited by law;
• with gross or repeated violations of laws or other legal acts;
• for other reasons.

In addition, the enterprise can be liquidatedafter he was declared bankrupt. In this case, the authorized state bodies and the MLA have the right to file a demand for liquidation, filing a suit with the court.

Regardless of the reasonsthe enterprise is liquidated, the procedure will continue in accordance with the insolvency law, if in the process it turns out that the company can not satisfy the creditors' claims.

Bankruptcy

In this case, the owner takesthe corresponding decision, the liquidation commission is formed, which sends the application to the tax. The inspection shall issue a certificate confirming the commencement of liquidation. There, a register of creditors is drawn up, where it can be seen that it is not possible to settle the claims. On the basis of this, it is possible to file an application for bankruptcy with the arbitration court, attaching the necessary documents on the plight of the enterprise.
A publication is published in the press, and creditors can file a claim against it within a month.

At the same time, the court appoints aThe manager, who will be liable for liquidation. When in the form of bankruptcy liquidation of the enterprise is finished, the procedure of actions obliges the manager to send in the tax definition of the completion of production. A tax inspection issues a certificate of exclusion of the company from the Unified State Register.

Alternative options

Liquidation of an LLC or, for example, liquidation of a state-owned enterprise may not be the only way to solve problems. There are several other, more bloodless options.

1. Change of director and founder.
2. Reorganization.

Let us consider briefly what these methods consist of.

Change of founder and director

This is the easiest and easiest way. Its plus is that after re-election, the reporting obligation passes to the new head. Changes in the registration authority will be made within 10-14 days.

Reorganization

This alternative option will last longer, for 2-3 months. Reorganization is possible in the form of a merger or affiliation.

Sometimes people say: liquidation of an enterprise and reorganization are one and the same. However, such a judgment is not true. After reorganization, the duties and rights of this company simply go to the newly created legal entity, in which the founders are the participants of those enterprises that are being reorganized. But in this case it is recommended to change the director first, and then begin the reorganization procedure.

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