Termination of the activities of a legal entity, or its liquidation, may be canceled under certain circumstances. In this case, they are guided by the concepts set out in a number of legislative acts: Federal Law No. 14-FZ “On Limited Liability Companies” dated 02/08/98; similar laws relating to the activities of joint-stock companies, non-profit organizations, banks; Federal Law No. 129-FZ “On state registration of legal entities and individual entrepreneurs” dated 08-08-01. It should be taken into account that the procedure for canceling liquidation is not prescribed in any of them.
Who has the right to make a decision to cancel liquidation ?
When starting the procedure for canceling liquidation, they are guided by the norms of the Civil Code of the Russian Federation: a previously made decision can be canceled in the absence of a direct ban on this.
Question: Is it possible to change the location of an organization (LLC) after filing a notice of liquidation? Is it possible to reverse the liquidation decision for this purpose? If so, how? View answer
Who needs it
Any interested parties can challenge the liquidation of a company. This may be a creditor who has not received what he wants from the debtor and is eager to get it. These could be employees who were “forgotten” to pay settlements during liquidation. It could even be an interested government body that believes that its rights have been violated. And yes, all these challengers have in common that their rights were violated during the liquidation of the company.
Calculate the cost of liquidating a company.
Application to the tax office to suspend liquidation
If, during the implementation of its activities, the organization has incurred debts to other persons, then in the event of liquidation of the enterprise, creditors can submit an application to the tax office for its suspension. The decision that the company is in the process of liquidation is recorded on the tax website and creditors, having seen information about their debtor, can send an application. An application for suspension of liquidation can be submitted to the tax office by:
- creditors who have evidence that the liquidated enterprise has debts;
- the applicant who filed an application for liquidation of the enterprise, he can suspend the liquidation by indicating compelling reasons why he changed his mind about liquidating the enterprise;
If creditors discover information that a liquidation process is taking place, they submit an application. As evidence, they can attach to the application an act of reconciliation of mutual settlements between persons, as an acknowledgment that the debtor company has a debt to them.
In the application to the tax office, you must indicate justified requirements why the liquidation of the company should be suspended.
How it's done
And this is not particularly difficult to do. An application is submitted to the Arbitration Court in connection with challenging a non-normative act of a government body (in this case, the Federal Tax Service Inspectorate, which made a decision to exclude it from the register). The name of the company, OGRN, and the number of the entry in the Unified State Register of Legal Entities that needs to be challenged are indicated. And also, you need to provide evidence according to which the applicant’s rights are violated.
For example, case No. A33-15662/2015. Here the applicant indicated that the debtor was being subject to judicial collection of debt, which was not completed at the time the debtor was excluded from the Unified State Register of Legal Entities. At the same time, the applicant sent his demands to the address indicated by the debtor in the “Bulletin”, but the debtor did not receive them, which was proven by the provision of sealed envelopes with the demands.
The liquidation was canceled due to the provision of an unreliable liquidation balance sheet, since the creditor's claim was not reflected in it.
The events described here occurred in 2015.
By the way, on January 1, 2021, 67-FZ of March 30, 2015 came into full force, according to the rules of which liquidation cannot be completed if the registration authority is aware of court cases for debt collection against the organization being liquidated.
Get a free step-by-step guide to liquidating a company.
Let's sum it up
- Cancellation of the liquidation of a legal entity is possible before a record of liquidation is made in the Unified State Register of Legal Entities. Otherwise, the organization will have to be registered again.
- You can try to challenge liquidation by decision of a court or the Federal Tax Service in court if there is a sufficient legislative basis.
- If a decision on liquidation has been made, but state authorities have not been notified about it, then to cancel it it is enough to make a new protocol decision.
- If government agencies have received the relevant liquidation documents, they will have to provide a new package to cancel this process.
- Dismissed employees can restore their rights, including in court. In this case, a legal entity may incur significant material costs to compensate for the violation of the Labor Code of the Russian Federation. It is advisable to restore employment relations with previously dismissed employees as soon as possible.
When can they apply?
In Art. 22 Federal Law dated 08.08.2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs” states that the exclusion of an inactive legal entity from the unified state register of legal entities can be appealed by creditors or other persons whose rights and legitimate interests are affected in connection with exclusion of an inactive legal entity from the unified state register of legal entities, within a year from the day they learned or should have learned about the violation of their rights.
In most cases, this period should begin from the moment an entry is made in the Unified State Register of Legal Entities about the exclusion of a legal entity. On the other hand, publication in the “Bulletin” is given specifically for creditors so that they can state their claims. If they didn’t declare it, the debt is considered forgiven. But if they declared, and they were not included in the register, these are questions for the liquidator.
Cancellation of LLC liquidation. How to fill out form P15016 to cancel liquidation.
If you did not manage to complete the liquidation within a year, you have the right to extend it through the court. As a rule, the Arbitration extends the liquidation period of an LLC once for a period of 6 months. If during this time you have not completed the liquidation, then the Liquidation of the LLC must be cancelled. Cancellation of liquidation can also occur for other reasons, for example, you changed your mind about liquidating the company or were unable to liquidate it because the company has a large debt.
To cancel the liquidation, a decision of the participant (founder) to cancel the Liquidation of the LLC and form P15016 to cancel the Liquidation are submitted. Instead of the Liquidator, the General Director is reappointed to the position. Let's take a closer look at how to fill out the documents when canceling liquidation in 2021.
Form P15016 for cancellation of liquidation: step-by-step instructions for filling out.
1) In the first paragraph of form P15016, write the OGRN and TIN of your company;
2) In the second paragraph Reason for submitting an application (notification), select paragraph 6 - Making a decision to cancel a previously made decision to liquidate a legal entity;
3) Next, fill out Sheet A of form P15016; In it you must immediately fill out paragraph 3 Information about the individual. The data is filled in for the person appointed by the General Director of the company. It is important that the person appointed to the position of Director is not limited by clause F, that is, does not have companies with unreliable or excluded companies with debt, and is not disqualified by the court. We fill in the full name, tax identification number, passport details and position of the appointed director.
4) We fill out sheet B for the applicant. In it we put the number 1 - Person acting without a power of attorney on behalf of a legal entity, and fill in the full name, tax identification number, passport details and contacts of the Applicant. The applicant is the new General Director. If you need to receive documents in paper form, enter the number 1.
Form P15016 for cancellation of liquidation must be certified by a notary.
A sample of filling out form P15016 to cancel liquidation can be downloaded here.
Is it possible to cancel liquidation using an electronic signature?
In those regions where the appointment of the General Director by digital signature takes place, documents can be submitted using digital signature. It is important to issue an electronic digital signature for the General Director, because The General Director of the Company must submit documents. If a former Liquidator is appointed General Director, the EDS key must be changed and an EDS issued with the new Position.
Read instructions on how to submit documents to cancel liquidation using an electronic signature here.
Do I need to notarize the decision or protocol to cancel the liquidation?
Unless the Company's Charter provides for another method of confirming the adoption of decisions under clause 3, clause 3, art. 67.1 of the Civil Code of the Russian Federation Features of management and control in business partnerships and companies , then the Decision or Protocol on the cancellation of Liquidation must be notarized. The notary confirms the fact of the meeting and issues a corresponding certificate.
We draw up a decision or protocol to cancel the liquidation
We make the heading of the decision or Protocol standard as in all decisions of the Society, and in the issues under consideration we pose the following questions:
1) On the cancellation of the previously adopted decision on the Liquidation of the Company;
2) On the removal of the Liquidator from office;
3) On the appointment of the General Director of the Company;
4) About registration of changes;
Our sample decision to cancel liquidation looks like this:
Is a state fee required when canceling liquidation?
No, you do not need to pay a state fee when canceling liquidation. If changes are not made to the Charter, the state duty is never paid.
What set of documents is submitted when canceling the liquidation of an LLC?
You submit to the tax office:
1) Form P15016 on cancellation of Liquidation;
2)Decision to cancel the Liquidation;
We submit a set of documents to cancel the Liquidation to the registration authority. After 7 days, the tax office cancels your liquidation and issues you documents confirming the cancellation of the Liquidation. You can begin a new LLC Liquidation no earlier than 6 months after the cancellation of this liquidation. There is no need to publish about the cancellation of liquidation in the State Registration Bulletin and the Federal Resources Agency.
Cancellation of Liquidation with the help of Legal Company Business Assistant
If you need to cancel the Liquidation of an LLC, but do not have time to understand all the intricacies, you can entrust this work to the specialists of Law Firm Business Assistant.
The price for preparing a set of documents to cancel the Liquidation is 1000 rubles.
If you were unable to complete the official liquidation of the LLC, the company can be sold to a new owner, or an Alternative LLC liquidation can be carried out
To order, write to [email protected] or WhatsApp or call.
When working, we enter into an agreement for the provision of legal services; payment can be made in cash or by bank transfer.
Reviews about the company YK Business Assistant can be found in Yandex on our organization’s page. If necessary, you can visit our office, located in the very center of Moscow.
We also provide services:
Representation in courts upon cancellation of Liquidation
Change of director in LLC
Liquidation of LLC remotely using digital signature
Problems after the restoration of a liquidated company
One of the problems is the lack of property and management bodies of the restored company. That is, if by a court decision the entry in the Unified State Register of Legal Entities is restored, then this company that has returned to life will remain just an entry. She will not suddenly have again a director, an office, property and money that creditors so covet. And the legislation does not yet provide for a mechanism to return them.
However, there is a mechanism of subsidiary liability by which you can try to collect debt from the liquidator (since he carried out the illegal liquidation) and from the participants (since they approve the liquidation balance). Are these problems necessary?
Contents of the decision to cancel liquidation
The law does not provide for a mandatory form of minutes of the meeting with the corresponding decision or the decision of the sole participant to cancel the liquidation. Such a document must take into account the organizational and legal form of the legal entity, local regulations governing its work, and the provisions of its constituent documents. Otherwise, at the stage of notarial work with the package after payment for the relevant services, inconsistencies may be revealed, leading to loss of time and money.
Mandatory details must be observed: indicate the date, place of the meeting, protocol number, meeting participants, presence of a quorum, agenda, nature of the decision. A formal requirement is to indicate the reason why the liquidation was cancelled. The appointed new head of the legal entity is also indicated. All participants put their signatures under the protocol.
How to avoid problems?
The most important thing is that you don’t need to run from creditors. If you understand that during liquidation debts will emerge, and most likely you will not have enough property to cover them, you need to close the company through bankruptcy. If there is no property or money at all, close it through simplified bankruptcy. If there is, but there is not enough for everyone, through complete bankruptcy.
How to calculate all the risks, collect all the property and develop a strategy? offers a comprehensive support service for closing a company.
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Objection to exclusion from the Unified State Register of Legal Entities
There are times when enforcement proceedings do not help to collect the debt to the creditor, there is no property, there is no money in the current account, there is no movement. The creditor, tracking information about his debtor, can see that the company is at the stage of exclusion from the Unified State Register of Legal Entities, in which case he can file objections with the tax office. Objections are written on the established form, which is available on the website of the tax inspectorate in a special form approved by the executive authority. The objection form must be completed by hand in block letters or in electronic format.
Objections to changes in entering information into the Unified State Register of Legal Entities shall indicate the following:
- What does the objection relate to, what is it related to, in relation to whom the objection is submitted (in relation to one or more persons);
- Details of the company to which the objections are raised, its name;
- Address of the location of the organization to which objections are raised;
- The circumstances on which the legal entity’s objection is based;
- Information about the person who submitted the objections (information about the organization or individual is indicated);
It should be noted that a person acting on behalf of an organization must have a notarized power of attorney; a power of attorney certified by the organization will not work. Objections submitted to the tax authorities are certified at the end by the signature of the person in the presence of a tax authority official.
Objections to amending information in the Unified State Register of Legal Entities (excluding a company) can be submitted in different ways:
- Internet (electronic signature must be present);
- Postal item (the authenticity of the person’s signature must be notarized);
- Personally to the tax office (the person must have a power of attorney and passport);
How to track the submission of documents to complete liquidation
Method 1 - manually using the daily updated service on the website of the Federal Tax Service “Information on legal entities and individual entrepreneurs for which documents for state registration have been submitted” (https://service.nalog.ru/uwsfind.do).
Method 2 - automatically through a subscription to the “Request for sending information about the fact of submitting documents to the tax authority during state registration of a legal entity or individual entrepreneur” on the website of the Federal Tax Service (https://service.nalog.ru/regmon/main. html).
We will talk about the operation of each of the above services in separate articles.
Also, regarding this issue or other similar issues, you can contact us and we will take care of all the troubles.
