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

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

The voluntary form of liquidation: where does everything begin?

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

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

• Collection of debts;
• Cameral checks;
• Field inspections;
• Legal for control activities.

Voluntary liquidation: sale of property

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

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

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

Voluntary liquidation: the final stage

Since the registration authority has agreed on an interim balance sheet, the liquidation plan requires the liquidation commission to make cash payments to creditors. This is done in a certain order.

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

Next, compensation is calculated and paid for when the enterprise is liquidated, wages, severance pay for persons with whom employment contracts were concluded, remuneration under author's contracts.

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

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

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

Then the registration authority must file:

• A statement confirming the liquidation of the enterprise, the procedure for proceeding in accordance with the standards established by law, settlements and coordination of liquidation with state agencies with creditors in accordance with the procedure established by law;
• Liquidation balance sheet;
• Payment of state duty.

After this, a certificate of liquidation of a legal entity is issued and it is excluded from the USRLE.

Forced liquidation

If the law was violated in the creation of the organization, and it is not possible to eliminate the consequences, a compulsory liquidation of the enterprise can be appointed. Its terms are usually the same as for a voluntary form.

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

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

Liquidation by court order

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

• Without the necessary permission;
• Prohibited by law;
• With gross or repeated violations of laws or other legal acts;
• For other reasons.

In addition, the company can be liquidated after it is declared bankrupt. In this case, the authorized state bodies and the MLA have the right to file a demand for liquidation, filing a suit with the court.

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

Bankruptcy

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

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

Alternative options

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

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

Let's look briefly at what these methods are.

Change of founder and director

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

Reorganization

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

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