| Drawing up liquidation balance sheets “with zero activity” | 10 000 rub. | 1-2 working days |
Order |
| Drawing up liquidation balance sheets “if available financial activities» | 15 000 rub. | 1-2 working days |
Order |
| Reorganization in the form of a merger or acquisition | 39 000 rub. | 4–6 months |
Order |
| Official liquidation | 60 000 rub. 30 000 rub. | 4–6 months |
Order |
| Official liquidation with accounting support | from 50 000 rub. | 4–6 months |
Order |
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The liquidation of firms begins with the adoption of a decision on liquidation by the governing body. Then a notification of the start of the procedure is submitted to the tax services and to the Unified State Register legal entities (USRLE), a corresponding entry is made. The next step in the process is precisely the appointment of a liquidation commission.
The liquidation commission, in accordance with paragraph 2 of Article 62 of the Civil Code of the Russian Federation, is appointed by the body that made the decision to liquidate the company. It could be:
- general meeting shareholders;
- meeting of participants;
- judiciary, according to which the company is going to be closed.
Based on the decision to appoint a liquidation commission, all powers for further actions of the company pass into its competence.
The liquidation commission may consist of:
- from company executives;
- founders of the company or participants;
- representatives of the founders or participants;
- representatives of the labor collective of the enterprise itself.
- The head of the liquidation commission is also appointed by the body initiating the closing of the company, usually it becomes CEO companies.
In accordance with Article 63 of the Civil Code of the Russian Federation liquidation commission should take the following steps:
- Place in the press a message about the upcoming liquidation of the company, as well as about the timing and procedure for accepting creditors' applications for payment of debts. Moreover, the period for filing claims must be at least two months.
- Independently notify creditors of what will be carried out in other possible ways, including in writing.
- At the end of the appointed period, draw up a liquidation balance sheet, in which to display the entire list of tangible and intangible assets and liabilities. It must also contain full details on existing accounts payable and receivable and decisions on their satisfaction.
- If necessary, the liquidation commission must carry out the sale of the company's property at public auction in order to ensure the payment of all existing debts.
- Based on the interim liquidation balance sheet, the commission makes payments to creditors, while the order of payments prescribed by law must be strictly observed.
- After all creditors' claims are satisfied, the liquidation commission is obliged to draw up a final liquidation balance sheet, which will reflect the final state of the enterprise.
- Then the remaining funds are distributed among the company's participants who have rights in rem to them.
- To complete the procedure, the liquidation commission submits an application to the tax authority for registering the liquidation of the company in the Unified State Register of Legal Entities.
After receiving the Certificate of registration of the liquidation of the company, the enterprise is considered liquidated, and the liquidation commission - terminated its activities.
The liquidation commission is created upon termination of the organization's activities (its liquidation) in order to resolve various issues that arise during the implementation of the procedure (for example, to prepare interim and final liquidation balance sheets). The procedure for establishing a commission should be given Special attention, since this body acts on behalf of the organization and manages the full affairs of legal entity. These questions will be discussed in our article.
Legal basis for the creation of the commission
The legal basis for the creation of the commission is the termination of the activities of a legal entity through its liquidation in accordance with Art. 61 of the Civil Code of the Russian Federation. Termination of activities can be carried out both by the decision of the founders, and by force (by a court decision).
On the founders in the event of termination of the organization's activities by virtue of paragraph 3 of Art. 62 of the Civil Code of the Russian Federation, an obligation may be assigned to resolve certain issues, for example:
- appointment of a liquidator or commission;
- development of the liquidation procedure;
- setting deadlines for liquidation.
When exercising the powers to terminate the activities of the organization, the created body is obliged to act in strict accordance with the current legislation and taking into account the interests of both the founders of the organization and creditors.
According to paragraph 5 of Art. 62 of the Civil Code of the Russian Federation, if the founders evade the creation of a commission and fail to comply with the regulatory procedure for terminating the activities of the organization, a judicial liquidation procedure may be initiated. You can demand the initiation of proceedings as interested persons(for example, creditors of an organization that cannot pay its obligations), and government agencies. In such a situation, the liquidation takes place in a judicial proceeding with the involvement of an arbitration manager.
The procedure for drawing up and a sample order on the creation of a liquidation commission
To consolidate the fact of the creation of the commission, an order is drawn up signed by the head of the legal entity. Sample this document available for download on our website.
The order is local act and therefore must be in writing, signed by the head of the organization and sealed. Responsible employees and officials must be familiarized with the document, which is confirmed by their personal signatures in the act of familiarization, receipt or text of the order.
The order is drawn up taking into account the following features:
- It is issued on the letterhead of the organization. This requirement is optional, it is a recommendation. You can read more about letterhead.
- Should have registration number and date. The numbering order depends on local acts regulating this procedure In the organisation. You can read more about numbering in our other article.
- Before the introductory part, the name is indicated - "Order on the liquidation of the organization and the creation of a commission."
- If the order is not issued on the letterhead of the company, it must indicate the name of the organization (full and abbreviated) and its details.
- The document must contain the basis for its preparation, indicating the details of the decision on the basis of which the liquidation procedure was initiated.
- The document includes a list of persons who are members of the commission, indicating information about the chairman, deputy, members of the collegial body.
- The order must indicate the time period during which the liquidation must be carried out, and the deadlines for submitting reports on the work carried out, including interim and final liquidation balance sheets.
- The order must contain information about the person who is obliged to control its execution. After signing with the order, all members of the commission and other officials must be familiarized with the signature.
The composition of the liquidation commission during the liquidation of the organization. How many people should be in it?
The issue of liquidation of the organization is within the competence of the general meeting or sole founder. In the event of a voluntary termination of activities, the fundamental document will be the decision of the company's participants, which should contain an additional condition on the creation of a commission. The composition of the liquidation commission during the liquidation of a legal entity is prescribed in the order on the creation of this body.
The legislation does not establish requirements for the presence of certain skills, experience and level vocational education members of the commission. This means that the founders and the head of the organization independently decide on the composition of the liquidation body.
However, in the event of liquidation certain types organizations and enterprises special regulations certain requirements for the composition of the commission may be established. In particular, if the organization is established by the Russian Federation, its subject or local government, as part of the commission, in accordance with paragraph 4 of Art. 57 of the law "On companies with limited liability» dated February 8, 1998 No. 14-FZ, a representative must be included federal body, a body of a constituent entity of the Russian Federation or a municipality.
It is not legally established how many people should be on the liquidation commission. As a rule, the commission includes:
- accountant;
- lawyer;
- economist;
- other persons whose entry will ensure the achievement of the set goals, taking into account compliance with the norms and principles of legislation.
In addition, the liquidation commission usually includes members of the organization.
Regardless of the number of members of the commission, including in cases where the sole founder acts as the liquidator, the issuance of an appropriate order will be required. In practice, the commission most often includes the head of the organization, Chief Accountant and head of the legal department. If there are two or more members, a chairman is appointed from among them.
Note that the members of the commission, by virtue of Art. 2.4 of the Code of Administrative Offenses of the Russian Federation are officials and can be held administratively liable in case of violation of the law, for example, under Art. 14.25 of the Code of Administrative Offenses of the Russian Federation (in terms of violation of the obligation to timely provide the Federal Tax Service with information on the progress of the liquidation procedure).
Liquidator or liquidation commission of an LLC? Legal status and competence
The liquidation commission and the liquidator from the moment of creation / appointment are representatives of the legal entity, while the head loses the right to represent the interests of the organization in state and municipal bodies, judicial instances, and relations with counterparties.
It is important to note that legal status the liquidator and the commission is the same due to the absence of differences in competence, which is directly indicated by paragraph 1.4 of the letter of the Federal Tax Service dated 03.29.2018 No. GD-4-14 / [email protected] At the same time, the founders independently decide whether to create a commission or appoint a liquidator.
The legal powers of the commission and the liquidator are also identical and usually provide for the following set of rights and obligations:
- representing the interests of the organization;
- publication of information in the media on the liquidation and the procedure for filing claims within the prescribed period;
- implementation of measures aimed at identifying creditors and forming receivables;
- sending notifications to creditors about the upcoming liquidation;
- formation of an interim liquidation balance sheet;
- sale of property in order to pay off debts to creditors;
- applying to the arbitration court with an application for declaring the organization bankrupt if there are signs of insolvency;
- payouts in order of priority Money according to the requirements of creditors;
- preparation of the final liquidation balance sheet.
This list is not exhaustive and may be expanded by the decision of the founders of the liquidated organization. The created temporary body terminates its activities upon reaching the set goal, that is, after entering information about the termination of the legal entity's activities in the Unified State Register of Legal Entities.
Thus, the liquidation commission of a legal entity is appointed in the case when a decision is made to liquidate the company or the organization is liquidated by force. From the moment the commission is appointed, the head of the legal entity ceases to exercise his powers, which are transferred to the commission. The task of this body is to prepare the organization for final liquidation, draw up liquidation balance sheets, organize payments to creditors for existing debt obligations, etc.
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 funds mass media notification of the liquidation of the organization, the terms 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 financial condition 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 provided by law on insolvency (bankruptcy) dated 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 most competent and responsible person as the liquidator of the organization, which will allow the founders to quickly and safely complete all liquidation procedures.
Liquidation Commission - formation, composition, powers
The liquidation commission is a temporary body created by the founders of a legal entity in order to liquidate 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 tax code RF dated July 31, 1998 No. 146-FZ, it follows that the notice of liquidation must be sent within 3 days after the adoption of the relevant decision. 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 federal law“On Limited Liability Companies” 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" dated May 19, 1995 No. 82-FZ states that the remaining property must 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 that has decided to liquidate it, appoints a liquidator or a liquidation commission.
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The composition of the liquidation commission
The legislation does not define the procedure for electing a liquidation commission, does not establish requirements for the entry into this body of any certain workers 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 dated December 26, 1995, if in joint stock company If one of the shareholders is the state, then the liquidation commission must include a representative of the 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);
- making a decision on the future fate of the organization's property 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. Someone extract from the Unified State Register of Legal Entities valid for a month, someone has 5 days strictly.
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 quite obvious to me that the law "On LLC", as it establishes special norms, is higher than the Civil Code, which contains general norms. 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 executive, endowed with at least some kind of imperious competence, is “smarter” than any doctors of law.
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, the indicated legal regulations They also do not contain instructions on when it is necessary to select a liquidation commission, and in what 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 (“State Registration Bulletin”) and send each creditor personal registered letters with acknowledgment of 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 it was 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".
The specified 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 the specified decision or ruling arbitration court on approval of the candidature 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 decision. 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 an LLC is a liquidator, can he get a full-time job in another 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 reality, in small companies, according to documents, a 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, and the general meeting of the LLC resolves this issue. 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, it is most often civil contract(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, and the termination of the powers of the sole 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.