Article 63 of the Civil Code of the Russian Federation. Procedure for liquidation of a legal entity

In fact to terminate the activities of a company , but to officially liquidate a legal entity is much more difficult. And the desire of the owners alone is not enough for this. Current legislation strictly monitors compliance with the rights of creditors and other interested parties, so liquidation of an LLC is a rather time-consuming and costly process.

How and why they decide to terminate the activities of an organization, what methods they use, the pros and cons of each of them, is it possible to do everything yourself, how much time and money will it require - you will learn about all this from our material.

If you are primarily interested in the cost of LLC liquidation , then follow the link. Just don’t forget to come back later and finish reading the article)

Does a company undergoing voluntary liquidation have the right to carry on business?

According to paragraph 9 of Article 63 of the Civil Code of the Russian Federation, the liquidation of a company will be considered completed, and therefore the legal entity will cease to exist, only after making an entry in the unified register (USRLE). The legal capacity of a legal entity arises at the moment information about it is entered into the register and ends at the moment information about the end of its activities is entered there (Article 49 of the Civil Code of the Russian Federation). Therefore, it can be assumed that during the liquidation process the company is not deprived of legal capacity, which means it can fulfill civil rights and obligations while conducting business activities. However, after the decision to liquidate is made, the company is deprived of its previous management, and the liquidation commission takes over the management of its affairs. The powers of the liquidator are reflected in detail in Article 63 of the Civil Code of the Russian Federation. These powers include: payments to creditors, sale of company property to pay off debts, drawing up a liquidation balance sheet, transfer of company property to its founders, etc. Article 63 of the Civil Code of the Russian Federation does not reflect that the liquidator is engaged in economic activities. Therefore, a number of courts believe that during the liquidation period, economic activities cannot be carried out by the liquidation commission. But there is another point of view. Some judges believe that when a liquidator is appointed, all functions for managing the affairs of the company, including carrying out business activities, are transferred to him. This means that such a commission also has the authority to perform the functions of a legal entity under its previous agreements. In particular, he can execute contracts, sign documents and certificates of work performed. Thus, judges do not have a uniform position on this issue.

Options (methods) of liquidation

Options for liquidating an LLC can be divided into official and alternative. The official procedure is clearly described in the current legislation; alternative ones are other algorithms of legal actions, as a result of which a legal entity ceases to operate.

Official methods of liquidation

• voluntary liquidation by decision of the owners;
• forced by court decision (bankruptcy);

As a result of official liquidation, the company ceases its activities, information about it is deleted from the Unified State Register of Legal Entities, but this is often associated with the complete or partial loss of assets on the company’s balance sheet and claims of control authorities against its managers. There is also a risk of subsidiary liability.

Alternative methods of liquidation:

• change of management and owners, as well as the legal address of the LLC;
• sale of the company;
• reorganization;
• liquidation through offshore.

In the first two cases, the company continues to exist. But the former founders no longer legally have anything to do with it, having quickly and inexpensively gotten rid of the unnecessary LLC. But not from responsibility - they are fully responsible for the activities of the company during the period of management or ownership.

Liquidation through offshore and using reorganization is more reliable and secure, which is why today they have become the most popular methods of alternative liquidation. Having dealt with the types of liquidation, let's talk about its possible causes. There are many reasons for the voluntary dissolution of an LLC, including:

• irreconcilable differences between the founders (owners);
• expiration of the activity period (if it was specified during registration);
• lack of activity and/or income from the company;
• the company has fulfilled its function and is no longer needed;
• poor financial condition of the LLC, etc.

Forced liquidation is carried out only by court decision. The reasons may be activities prohibited by the laws of the country, the absence or impossibility of obtaining the necessary license, multiple violations of current legislation.

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.

You will be provided with all the necessary specialists and capacity to competently assess your financial condition and calculate the optimal course of action. And further full support of the procedure.

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Personnel and labor relations

The liquidation procedure for a legal entity involves the dismissal of all working citizens with whom employment contracts were previously concluded. In connection with the cancellation of the procedure, the employee may request his reinstatement at work. According to Art. 392 of the Labor Code of the Russian Federation, he has the right to go to court within a month from the moment he receives the documents recording the dismissal: copies of the order or work book in connection with the violation of his rights. Moreover, even if this time has expired, but the citizen proves that the event occurred for a good reason, the court can restore the period and also oblige the legal entity to pay him wages for the period of forced absence.

The court may also decide to reinstate a citizen in an organization whose liquidation has been cancelled. In this case, the citizen does not pay legal costs in cases of labor disputes (Article 393 of the Labor Code of the Russian Federation).

Attention! It is recommended to reinstate personnel to avoid problems with violation of the Labor Code of the Russian Federation and additional costs.

LLC liquidation procedure

The choice of liquidation method depends on its reasons and the current financial condition of the company - with the general consent of the owners, official methods are often chosen. If it is impossible to pay off debts, bankruptcy proceedings take place. In a number of cases, various alternative methods of liquidating legal entities are chosen.

In most cases, the procedure for liquidating an LLC is quite complicated and time-consuming, although you can do it yourself. But is it worth it? Let's figure it out.

The process of officially closing a company begins with a general meeting of owners and the creation of a liquidation commission. The founders must be notified of the decision by the Federal Tax Service within 3 days. And of course, you need to collect documents for liquidating the company.

You will need the following documents to liquidate an LLC:

• LLC registration certificate;
• LLC Charter;
• extract from the Unified State Register of Legal Entities;
• founders' agreement on the creation of an LLC;
• certificate of registration with the Federal Tax Service;
• notifications of registration from the Pension Fund, Compulsory Medical Insurance Fund, Social Insurance Fund;
• certificate of assignment of statistics codes;
• copies of passports and TIN of the director, chief accountant and all members of the liquidation commission.

Are you scared by the list? Then let's move on. It is necessary to conduct a thorough check of the statements - the slightest mistake will delay the process, and you may receive additional accrued penalties and fines. Even just one incorrect document can result in a refusal and you will have to start all over again.

Be sure to check the correctness of each figure in the reporting - Federal Tax Service specialists will check the information. Pay special attention to accounts receivable and payable - collect debts and notify creditors of the termination of the LLC's activities by sending a message about the beginning of the process by registered mail.

After receiving a record of the liquidation process from the tax sheet, it is necessary to submit an announcement to the State Registration Bulletin. And don’t forget to draw up and submit an interim liquidation balance sheet to the Federal Tax Service for verification. The final liquidation balance sheet is drawn up after full settlement with creditors. By the way, if the balance sheet shows that the available property is not enough to pay off accounts payable, then bankruptcy proceedings begin.

Pay close attention to the deadlines for submitting and processing documents - there are fines for violating them. Correctly fill out accounting and other forms, check the presence of all signatures, powers of attorney (if necessary) and originals of constituent documents. Make sure that you have collected the full package of papers necessary to close an LLC. Please note that the director and owners of the company must be constantly accessible - their signatures will often be needed. If the director is often absent, then he should be replaced - otherwise the process of liquidating the LLC may drag on indefinitely.

The easiest way is to close an LLC with a zero balance - such companies, as a rule, are of little interest to regulatory authorities and problems with liquidating the LLC do not arise. It is much more difficult if the company is active or has debts to the budget.

It is difficult to liquidate an LLC on your own - you need to know many nuances and pay attention to seemingly insignificant subtleties. It is better to entrust the procedure to professionals and save your time, nerves and money.

Material obligations of NPO participants

If the association's own funds are not enough to pay off its existing debts, bankruptcy proceedings are carried out against it.

In accordance with paragraph 2 of Art. 62 of the Civil Code of the Russian Federation, if the money available to an NPO is not even enough to carry out the liquidation procedure, the founders of the association must finance it themselves; material obligations are distributed jointly.

For certain types of NPOs, there are established exceptions that determine the additional responsibility of their founders:

• for consumer cooperatives - in the amount of the unpaid part of the contribution (clause 2 of Article 123.3 of the Civil Code of the Russian Federation);
• associations (unions) - in the amount established by the charter (clause 4 of article 11 of law No. 7).

Application form P15016

In 2021, the Federal Tax Service, by order of August 31, 2020 No. ED-7-14 / [email protected], changed all registration applications. The new form P15016 replaced the two previous ones: P15001 and P16001. The first was submitted for notice of liquidation and upon approval of the interim balance sheet. The second completed the procedure.

Be careful - in 2021, statements P15001 and P16001 no longer apply! If you start the liquidation process using the old form, you will receive a refusal.

Form P15016 has six pages, but only some of them are filled out for different stages of liquidation. And although the statement itself is quite simple, there are certain nuances that you need to be aware of. A detailed procedure for filling out form P15016 can be found in the Federal Tax Service order No. ED-7-14/ [email protected]

Time limits for LLC liquidation

By the way, about time. It is different for each specific case, but the closure of an LLC, even with a zero balance and lack of activity, will have to wait at least 2 months. Moreover, the time frame for liquidation of an LLC increases if. Let's count together.

Company employees must be notified of dismissal 2 months in advance. The tax audit required during liquidation is allotted 2 months, but in some cases it can be extended to 4 or even 6 months (it does not depend on the timing of the previous audit and is carried out 3 years in advance). Let's add the time to fulfill the creditors' demands - in normal cases, at least 2 months are allotted for this. But there are cases when creditors overestimate the amounts - then the problem is resolved through the courts. How long it will last is unknown. Incorrectly completed documents also delay this already lengthy process.

However, the law establishes a maximum period for the procedure – 1 year. Extension is possible only by court and then for 6 months.

But you can prepare in advance and reduce the liquidation period of the LLC - make payments to creditors, close accounts receivable in advance, and conduct a reconciliation with the tax authorities.

Termination of activities of non-profit organizations

Like commercial organizations, NPOs are organized for specific purposes, function, and can be reorganized and liquidated, ceasing to be subjects of legal and civil relations from the moment of liquidation.

Liquidation of NPOs

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As practice shows, the creation of non-profit organizations and the termination of their work occurs constantly. But at the same time, the legislation providing for their elimination is still imperfect, as is its application in the realities of modern life. In order to understand the problems existing in this area, identify the main trends caused by constant changes in social relations and find their optimal solutions, it is necessary to constantly study and analyze the existing legislation regulating the activities of NPOs.

Currently, in the Russian Federation, legislative norms relating to the liquidation of non-profit associations cannot fully ensure legal regulation in this area, which negatively affects the activities of NPOs as subjects of civil law. This entails the emergence of legal disputes and proceedings. One of the significant shortcomings is that in the field of existing civil legislation there is no clear regulation of the termination of the activities of a non-profit organization. Often during liquidation, disputes also arise when determining guarantees for creditors of an NPO and for the state, which is a creditor, regarding tax obligations.

Independent liquidation of LLC

It is difficult to independently decide on the most appropriate method of closing an LLC - you need to know the intricacies of a particular process. An amateurish approach often does not correct, but only aggravates the situation. Therefore, it is better to entrust the liquidation procedure to professionals, for whom this is not a tedious and boring duty, but a job that is familiar to the smallest detail and a favorite one. Lawyers like these have been working at Juris Consulting for more than 10 years.

However, if you do decide to go through the steps to dissolve your LLC on your own, it would be a good idea to know the steps. To do this, we have prepared step-by-step instructions for you, which are relevant in 2021 and you can follow them to successfully close an LLC.

Comparison of LLC liquidation methods

And in the end, let's compare all the options for terminating the organization's activities and find out the pros and cons of each method. All of them are collected and clearly shown in the table:

Answers to frequently asked questions

Question No. 1: Who can write and send a statement of claim to the court to close an NPO?

This category of applicants includes authorized government agencies, namely:

• territorial branches of the Ministry of Justice of the Russian Federation (clause 1.1 of article 18 of the Federal Law of the Russian Federation No. 7);
• the prosecutor's office (clause 1.1 of article 18 of the Federal Law of the Russian Federation No. 7), the Federal Tax Service (clause 11 of article 7 of the Federal Law of the Russian Federation No. 943-I dated March 21, 1991);
• Prosecutor General (Part 3 of Article 44 of the Federal Law of the Russian Federation No. 82 05/19/1995);
• prosecutors of the constituent entities of the Russian Federation (clause 1.1 of article 18 of the Federal Law of the Russian Federation No. 7, respectively).

Prosecutors of cities and districts do not have the right to file such a claim.