Liquidation of companies
The high-class specialists of the company “Practice” provide the following services in a short period of time:
- liquidation of limited liability company (LLC)
- liquidation of closed joint-stock company (JSC)
- liquidation of public corporation
- liquidation of affiliate
The term of liquidation of an enterprise and its reasons:
Sometimes in business it becomes necessary for a management to liquidate a company. It means that the founders and the management of the company do not want to have any type of contractual relationships with this company and want it to be carried out in accordance with the law.
There are can be many reasons for this, for example:
- The business is no longer profitable;
- The management of a company has made several serious mistakes in accounting, what can lead to problems with a tax inspection;
- Some problems have emerged with the payment of contributions to the budget and extra budgetary funds;
- The economic activity is not carried out and the Federal Tax Service does not receive any reports from a company;
- The founders of a company do not trust each other anymore;
- And many other reasons.
But as you know, it is easier to create a company than to liquidate it!
Different types of liquidation.
There are four different types of liquidation of an enterprise:
- Full official liquidation of an enterprise.
- Liquidation of an enterprise by changing the Founders, the Director and the Chief Accountant of an enterprise.
- Liquidation of an enterprise over reorganization (merger).
- Liquidation of an enterprise through the bankruptcy under a simplified procedure.
1. Official liquidation of an enterprise (in accordance with st.61-64 Civil Code of Russian Federation).
This type of liquidation will take considerable sum of money and a lot of time. It can last up to 2 years. It will be obligatory to hold the field taxation inspection for the removal of registration from the Federal Tax Service.
The main goal of this process is to remove a company from the public register. This process includes the following stages:
- creation of the liquidation committee;
- notification of the registration authority about liquidation of a company;
- renewal of signature card with specimen signatures at the bank;
- publication of information about future liquidation;
- notification of workers and taking a number of measures for dismissal of employees;
- notification of the tax inspectorate and the State Statistics Committee regarding the liquidation.
- participation in the liquidation tax audit of an enterprise (legal actions in the case of illegality and invalidity of the Act of the field tax inspection of an enterprise);
- identification of the creditors and providing them with a written notice of liquidation;
- identification of the debtors and taking appropriate measures to recover all accounts receivable;
- preparation of the interim liquidation balance sheet and its approval;
- sale of property;
- payment to the creditors;
- preparation of the liquidation balance sheet and its approval;
- transfer of the remaining assets of a liquidated company to the shareholders;
- closing of a bank account;
- transfer of necessary documents to the state bodies, which carry out the the registration of legal entities, for the expulsion of the liquidated company from the public register and the destruction of the seal;
- receipt of the certificate of liquidation in the registration authority.
2. Liquidation of an enterprise by changing the Founders, the Director and the Chief Accountant of an enterprise.
The process of this liquidation type can last more than one week.
The liquidation of an enterprise by changing the Founders, the Director and the Chief Accountant is made through the registration of changes in the Federal Tax Service and the notification of all extra budgetary funds. The rights and obligations of the founders of the enterprise are transferred to the new shareholders, who appoint a new Director and Chief Accountant.
According to the legislation of the Russian Federation, the Director, the Chief Accountant and the Founders are responsible for the financial activities of a legal entity. After the registration of changes in the constituent documents all rights and liabilities of the liquidated enterprise pass to a new founders and executives.
In this case, the enterprise continues to exist, but you have nothing to do with its activities.
3. Liquidation of an enterprise over reorganization (merger).
The process of this liquidation type can last more than three weeks, excluding time for the removal from the tax records. In this case, the enterprise is removed from the public register and receives a certificate on the termination of its activities in connection with the reorganization in form of merger or acquisition. In the process of reorganization all rights and liabilities of the liquidated enterprise pass to a newly formed legal entity that will cause inevitable tax audit.
4. Liquidation of an enterprise through the bankruptcy under a simplified procedure.
The process of this liquidation type can last more than three months. It is no porpoise for the tax authorities to conduct tax verification, because, as a rule, the bankrupt enterprise has no property, which is necessary to settle the liability to the budget. The company receives a certificate of removal from the public register.
Each type of liquidation has its advantages and disadvantages and a variety of features and nuances.
The specialists of the company "Practice" will be pleased to advise you about each of them.
To make an appointment to an oral consultation you can call by telephone (495) 742-8-777.