Liquidation of a company is a process that ends its activities and terminates all its rights and obligations. This process can be voluntary or compulsory. Compulsory is carried out by the decision of the judicial authorities in the event of the company being declared bankrupt and not fulfilling its obligations for settlements, or in the case of illegal activities of the company. Voluntary liquidation of a company is governed by Art. 61 of the Civil Code of the Russian Federation.
Instructions
Step 1
First of all, the founders of the company must make a decision on the termination of the company's activities at the meeting of the founders and appoint a liquidation commission (clause 2 of article 62 of the Civil Code of the Russian Federation). The decision must be reflected on paper and recorded.
Step 2
Within three days, the commission is obliged to notify the registering (tax) authorities in writing (form P15001 and form P15002, notarized) with the attachment of a decision on liquidation and election of a liquidation commission (2 copies). The tax authorities are making changes to the Unified State Register of Legal Entities. From this moment, all activities of the enterprise are prohibited, and all monetary settlements are made only through the commission. It is also necessary to notify the Pension Fund and the Social Insurance Fund in writing within three days.
Step 3
The liquidation commission informs about the termination of the enterprise's activities officially in specialized publications in order to notify its creditors about the end of work and the beginning of final settlements. Advertisements are placed in federal newspapers. The time frame for the presentation of claims against creditors is limited to two months.
Step 4
Employees and employees of the company are warned of dismissal against receipt at least two months in advance (clause 1 of part 1 of article 81 of the Labor Code of the Russian Federation). The liquidation of the company is reported to the city employment office with the filing of information on all dismissed employees.
Step 5
The liquidation commission develops and approves a plan for the procedure. It includes an inventory of the company's property, settlements with employees, payment of taxes (clause 1 of article 49 of the Tax Code of the Russian Federation), drawing up an interim liquidation balance sheet after the end of the period for filing claims by creditors (article 63 of the Civil Code of the Russian Federation). The interim balance sheet is approved by the founders of the company and submitted to the tax authority within three days. The tax authority has the right to conduct an on-site audit of the company's activities over the past 3 years.
Step 6
Settlement with creditors is made on the basis of their claims and the interim liquidation balance sheet, taking into account the priority established by law.
Step 7
After settlements with all creditors, company employees and payment of taxes, the company's liquidation balance sheet is drawn up (clause 5 of article 63 of the Civil Code of the Russian Federation), which is also approved by the founders and agreed with the tax authorities. The remaining property of the company is distributed among the founders according to their share in the authorized capital. Then all bank accounts of the company are closed, which is also notified to the tax office.
Step 8
The state registration of the termination of the company's activities is made after the entry is made in the Unified State Register of Legal Entities. To do this, you must submit to the tax office at the location of the company an application for state registration of the liquidation of the company (form P16001), balance sheet, certificates from funds about the absence of debt, a receipt for payment of state duty. The certificate is issued after 5 days.
Step 9
The final operations for the liquidation of the company include deregistration in various funds, destruction of the seal and the submission of all documents on the personnel of the company to the archive.
