Who can be a member of the liquidation commission. Liquidation commission Joint-stock company liquidator or liquidation commission

1.1. This document defines the policy of the Company with limited liability" " (hereinafter - the Company) in relation to the processing of personal data.

1.2 This Policy has been developed in accordance with applicable law Russian Federation about personal data.

1.3 This Policy applies to all processes for the collection, recording, systematization, accumulation, storage, clarification, extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, carried out using automation tools and without the use of such funds.

1.4. The policy is strictly followed by the Company's employees.

Definitions

personal data- any information relating directly or indirectly to a specific or identifiable natural person (subject of personal data);

operator- state body, municipal body, legal or individual, independently or jointly with other persons organizing and (or) carrying out the processing of personal data, as well as determining the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data;

processing of personal data- any action (operation) or a set of actions (operations) performed using automation tools or without using such tools with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;

automated processing of personal data- processing of personal data using computer technology;

dissemination of personal data- actions aimed at disclosing personal data to an indefinite circle of persons;

provision of personal data- actions aimed at disclosing personal data to a certain person or a certain circle of persons;

blocking of personal data- temporary suspension of the processing of personal data (unless the processing is necessary to clarify personal data);

destruction of personal data- actions, as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which material carriers of personal data are destroyed;

depersonalization of personal data- actions, as a result of which it becomes impossible without the use of additional information determine the ownership of personal data by a specific subject of personal data;

personal data information system- a set of personal data contained in databases and providing their processing information technologies and technical means.

Principles and conditions for the processing of personal data

3.1. The processing of personal data is carried out on the basis of the following principles:

1) The processing of personal data is carried out on a legal and fair basis;

2) The processing of personal data is limited to the achievement of specific, predetermined and legitimate purposes. It is not allowed to process personal data that is incompatible with the purposes of collecting personal data;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes that are incompatible with each other;

4) Only those personal data that meet the purposes of their processing are subject to processing;

6) When processing personal data, the accuracy of personal data, their sufficiency, and in necessary cases and relevance to the stated purposes of their processing.

7) The storage of personal data is carried out in a form that allows you to determine the subject of personal data no longer than required by the purposes of processing personal data, if the period for storing personal data is not established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. Processed personal data is subject to destruction or depersonalization upon achievement of the purposes of processing or in case of loss of the need to achieve these purposes, unless otherwise provided by federal law.

8) The Company in its activities proceeds from the fact that the subject of personal data provides accurate and reliable information during interaction with the Company and notifies the Company's representatives about changes in their personal data.

3.2. The company processes personal data only in the following cases:

the processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
the processing of personal data is necessary for the execution of a judicial act, an act of another body or official, subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
the processing of personal data is necessary for the performance of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as to conclude an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be the beneficiary or guarantor;
the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if obtaining the consent of the subject of personal data is impossible;

3.4. The Company has the right to entrust the processing of personal data of citizens to third parties, on the basis of an agreement concluded with these persons.
Persons processing personal data on behalf of Start Law Company LLC undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ "On Personal Data". For each person, a list of actions (operations) with personal data that will be performed by a legal entity processing personal data, the purposes of processing, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing, as well as requirements for the protection of processed personal data data.

3.5. If the Company entrusts the processing of personal data to another person, the Company shall be liable to the subject of personal data for the actions of the said person. The person who processes personal data on behalf of the Company is liable to the Company.

3.6. The Company does not make decisions on the basis of exclusively automated processing of personal data that give rise to legal consequences in relation to the subject of personal data or otherwise affect his rights and legitimate interests.

3.7. The Company destroys or depersonalizes personal data upon reaching the purposes of processing or in case of loss of the need to achieve the purpose of processing.

Subjects of personal data

4.1. The company processes personal data of the following persons:

employees of the Company, as well as entities with whom contracts of a civil law nature have been concluded;
replacement candidates vacancies in company;
clients of LLC Legal company "Start";
users of the website of LLC Legal Company "Start";

4.2. In some cases, the Company may also process personal data of representatives of the above personal data subjects authorized on the basis of a power of attorney.

Rights of personal data subjects

5.1. The subject of personal data whose data is processed by the Company has the right to:

5.1.1. Receive the following information from the Company within the terms provided by the Law:

confirmation of the fact of personal data processing by Start Legal Company LLC;
on the legal grounds and purposes of processing personal data;
on the methods used by the Company to process personal data;
the name and location of the Company;
about persons who have access to personal data or to whom personal data may be disclosed on the basis of an agreement with Start Law Company LLC or on the basis of federal law;
a list of processed personal data relating to the citizen from whom the request was received and the source of their receipt, unless a different procedure for providing such data is provided by federal law;
on the terms of processing personal data, including the terms of their storage;
on the procedure for the exercise by a citizen of the rights provided for by the Federal Law "On Personal Data" No. 152-FZ;
name and address of the person who processes personal data on behalf of the Company;
other information provided for by the Federal Law "On Personal Data" No. 152-FZ or other federal laws.

5.1.2. Require clarification of their personal data, their blocking or destruction if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.

5.1.3. Withdraw your consent to the processing of personal data.

5.1.4. Demand the elimination of illegal actions of the Company in relation to his personal data.

5.1.5. Complain about the actions or omissions of the Company in Federal Service on Supervision in the Sphere of Communications, Information Technology and mass communications or in court if a citizen believes that LLC Legal Company "Start" is processing his personal data in violation of the requirements federal law 152-FZ "On Personal Data" or otherwise violates his rights and freedoms.

5.1.6. To protect their rights and legitimate interests, including compensation for losses and / or compensation for moral damage in court.

Company Responsibilities

6.1. In accordance with the requirements of Federal Law No. 152-FZ “On Personal Data”, the Company is obliged to:

Provide the subject of personal data, at his request, with information regarding the processing of his personal data, or legally provide a reasoned refusal containing a reference to the provisions of the Federal Law.
At the request of the subject of personal data, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.
Maintain a Register of Personal Data Subjects’ Applications, which should record the requests of personal data subjects for obtaining personal data, as well as the facts of providing personal data on these requests.
Notify the subject of personal data about the processing of personal data in the event that personal data was not received from the subject of personal data.

The following cases are an exception:

The subject of personal data is notified of the processing of his personal data by the relevant operator;

Personal data is obtained by the Company on the basis of federal law or in connection with the execution of an agreement to which the subject is a party or beneficiary or guarantor.

Personal data obtained from a public source;

Providing the subject of personal data with the information contained in the Notice on the processing of personal data violates the rights and legitimate interests of third parties.

6.2. If the purpose of processing personal data is achieved, the Company is obliged to immediately stop processing personal data and destroy the relevant personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by the agreement, the party to which, the beneficiary or the guarantor of which is the subject personal data, another agreement between the Company and the subject of personal data, or if the Company is not entitled to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-FZ "On Personal Data" or other federal laws.

6.3. In the event that the subject of personal data withdraws consent to the processing of his personal data, the Company is obliged to stop processing personal data and destroy personal data within a period not exceeding thirty days from the date of receipt of the said withdrawal, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

6.4. In the event of a request from the subject to stop processing personal data in order to promote goods, works, services on the market, the Company is obliged to immediately stop processing personal data.

6.5. The company is obliged to process personal data only with the consent of writing the subject of personal data, in cases provided for by the Federal Law.

6.7. The Company is obliged to explain to the subject of personal data the legal consequences of the refusal to provide his personal data, if the provision of personal data is mandatory in accordance with the Federal Law.

6.8. Notify the personal data subject or his representative of all changes regarding the relevant personal data subject.

Information about the implemented measures for the protection of personal data

7.1. When processing personal data, the Company takes the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other illegal actions in relation to personal data.

7.2. Ensuring the security of personal data is achieved, in particular:

determination of threats to the security of personal data during their processing in information systems ah personal data;
the application of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems necessary to meet the requirements for the protection of personal data, the implementation of which ensures the levels of personal data protection established by the Government of the Russian Federation;
the use of information security tools that have passed the conformity assessment procedure in the prescribed manner;
evaluating the effectiveness of the measures taken to ensure the security of personal data prior to the commissioning of the personal data information system;
taking into account machine carriers of personal data;
detecting facts of unauthorized access to personal data and taking measures;
recovery of personal data modified or destroyed due to unauthorized access to them;
establishing rules for access to personal data processed in the personal data information system, as well as ensuring the registration and accounting of all actions performed with personal data in the personal data information system;
control over the measures taken to ensure the security of personal data and the level of security of personal data information systems.
an assessment of the harm that may be caused to personal data subjects in the event of a violation of the legislation of the Russian Federation in the field of personal data, the ratio of the said harm and the measures taken to ensure the implementation of the legislation of the Russian Federation in the field of personal data.

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. 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 this issue is resolved general meeting OOO. 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 of the sole founder is made, 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 the legal entity". 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 complete description 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. Must be filed 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 printed media mass media notes on the planned liquidation of the firm. 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 must convey the ultimate financial condition firms.
Reconciliation of settlements with all organizations and tax authorities.
If all the necessary payments have been made, and the financial resources are still left, 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 notification or after registration statement of claim to 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. In accordance with the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law N 14-FZ), a limited liability company (hereinafter - LLC, company) may be liquidated voluntarily in the manner prescribed by RF, subject to 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 state registration of legal entities (registration body) for entering the relevant information into the Unified State Register of Legal Entities (hereinafter referred to as the 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)

Liquidation of an LLC in voluntary starts with the 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. Notification of the decisions made by the registration authority

According to the Civil Code of the Russian Federation, Federal Law of 08.08.2001 N 129-FZ "On state registration legal entities and individual entrepreneurs"(hereinafter referred to as Law N 129-FZ), the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity are 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 to liquidate the legal entity.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 the 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 the 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 clause 2.3 of section 2 of the said notice, the sign "V" is affixed, indicating that the notice was submitted in connection with the preparation of an interim liquidation balance sheet (clause 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 drawing up liquidation balance sheets, with the existence of accounts payable by a legal entity. 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 notice 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 to territorial authority FIU information 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) are terminated 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 appropriate 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);
- in the second place, 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 the full satisfaction of the 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.

According to Art. 62 of the Civil Code of the Russian Federation, 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. 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 contain 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.

The work of the liquidation commission of a legal entity

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 authority is usually exercised by the CEO of the organization.

Attention

Powers The founder of a 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.

Liquidation Commission LLC: rights, powers and responsibilities.

Info

Decision on liquidation and creation of a liquidation commission Composition of the liquidation commission Liquidator or liquidation commission: rights and obligations Purpose of the liquidation commission Results Decision on liquidation and creation of a liquidation commission 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.

Liquidation Commission: the procedure for its formation

Important

The person or group of persons who are to conduct the process should be as much as possible aware of all the internal affairs of the company, be ready to answer the questions of members of the tax commission and ask their own. The law does not restrict you in choosing a liquidator - you can appoint anyone, even an individual who is absolutely not involved in your business, as a liquidator.

The liquidator may be:

One of the founders of LLC.
Company leader, CEO. In this case, you simply rename him to the liquidator, entrusting him to close the LLC that he managed, and therefore knows him from the inside.
Chief Accountant.
It will be easier for him to fix financial problems.
Lawyer of a limited liability company or third party, hired under a service contract. He will be as competent as possible if the case goes to court.
Someone from the employees of the liquidated LLC.

Liquidation Commission

After all, all its tasks boil down to completing the liquidation procedure quickly and with minimal losses. Actually it is not. Members of the liquidation commission may be subject to subsidiary liability.
So, for example, if the liquidator does not report signs of bankruptcy in the company (insufficiency of property in order to pay off debts) within ten days, then he is held liable for new debts: payment of remuneration to the arbitration manager, compensation for the costs of bankruptcy. For some offenses, liquidators face criminal liability with a fine of 100-150 thousand rubles, restriction of freedom and forced labor. This, in particular, concealment of the company's property, falsification of accounting documents, etc.

What is the essence of the formation of the liquidation commission

However, in practice the situation develops in such a way that the composition of the liquidation commission includes:

accountant;
lawyer;
economist;
the founders of the organization themselves;
other persons.

The formation of the liquidation commission occurs 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.

Chairman of the liquidation commission responsibility

ensures the sale of the property of the organization 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 tax office application for registration of liquidation of a legal entity.

If the property of the liquidated organization is not enough to pay off all debts, the liquidation commission files an application with 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.

Liquidation Commission - formation, composition, powers

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.

The composition of the liquidation commission certain workers legal entity.

Who can be a liquidator

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. Sample decision of the founder on liquidation Upon liquidation of an enterprise, 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 the appointment of its head.

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