Liquidation of a Limited Liability Company (LLC) is carried out in accordance with Articles 61, 63, 64, 92 of the Civil Code of the Russian Federation and Chapter 5 of the Federal Law "On Limited Liability Companies". Let's consider the algorithm of LLC liquidation.
It is necessary
Purchase the Civil Code of the Russian Federation (you will need part 1 of it), as well as the Federal Law "On Limited Liability Companies" No. 14-FZ in the newest edition
Instructions
Step 1
In accordance with the law, an LLC can be liquidated both voluntarily - by the decision of its participants, and compulsorily - by a court decision (this article does not analyze the second case). Liquidation of an LLC presupposes the termination of its existence without the transfer of rights and obligations by way of succession (for example, by inheritance) to other persons.
Step 2
The procedure for voluntary liquidation is rather complicated. The executive body of the LLC (board of directors, director) proposes to liquidate the LLC at the general meeting of participants and appoint a liquidation commission. The general meeting of participants must accept this proposal and, accordingly, make a decision on liquidation. This is the "launch" of the liquidation procedure.
Step 3
The general meeting of members of the LLC appoints a liquidation commission, to which, from the moment of its appointment, the right to manage the activities of the LLC passes. The liquidation commission publishes in the media a publication on the liquidation of an LLC and on the procedure and deadline for filing claims by creditors. This period cannot be less than 2 months from the date of publication. Creditors must also be notified in writing by the liquidation commission of the liquidation.
Step 4
After two months (or a longer period for filing claims by creditors), the liquidation commission draws up an interim liquidation balance sheet containing information about the property of the LLC, creditors' claims and their consideration. The balance is approved by the members of the LLC.
Step 5
Creditors' claims are satisfied in accordance with the rules of priority. First, the requirements of citizens are satisfied, to which the LLC is responsible for causing harm to life and health, then calculations are made for the payment of severance benefits and wages, then the LLC is calculated on payments to the budget and off-budget funds, and last of all - with all other creditors.
Step 6
If the LLC cannot satisfy the claims of creditors, then its property is sold at a public auction, and then the claims of creditors are satisfied from these funds. Upon completion of settlements with creditors, the liquidation commission draws up the final liquidation balance sheet, which is approved by the participants of the LLC.
Step 7
After settlements with creditors, the liquidation commission distributes the remaining property between the members of the LLC. First, the payment of the distributed, but unpaid part of the profit is made, then the distribution of the LLC property is carried out in proportion to the shares of the participants in the authorized capital.
