home Interpreter The work of the liquidation commission of a legal entity. What is a liquidation commission and how is it formed Liquidation commission of a limited liability company

The work of the liquidation commission of a legal entity. What is a liquidation commission and how is it formed Liquidation commission of a limited liability company

Who can be a liquidator in the liquidation of an LLC - an important and interesting question, given the ambiguous interpretation in the legislation of the concepts of liquidator / liquidation commission. Let's deal with him once and for all.

Who is a liquidator, and how does this concept relate to the concept of "liquidation commission"

The liquidator is a person who deals with issues that arise during the implementation of the procedure for terminating the activities of the organization. Liquidation Commission- This collegiate body, resolving similar questions.

The procedure for appointing a liquidator or a liquidation commission is prescribed in Art. 62 of the Civil Code of the Russian Federation, Art. 57 FZ "On companies with limited liability dated 08.02.1998 No. 14. However, the provisions of the law are extremely stingy, and do not fully regulate the activities of the liquidator or the liquidation commission. Moreover, Federal Law No. 14 does not even contain a hint that a liquidator can participate in the termination of an organization’s activities, using the concept of a “liquidation commission”.

In practice, it is possible to appoint both a liquidator and a liquidation commission, and the general meeting of the LLC resolves this issue. To organize the termination of the activities of a small company, they most often use the services of one person. If the company is large, a commission is appointed (including at least two participants, one of which is the chairman).

Who can be a liquidator?

The legislation bypasses the question of who can be the liquidator of the organization (or be a member of the commission). It can be considered a positive moment that the law does not establish prohibitions regarding the election of a candidate.

Most often, the former sole executive body of the company (director, general director, etc.) becomes the liquidator. This is due to the fact that he worked in the organization and has an idea about its activities. The employment contract with him upon appointment as a liquidator is terminated (however, the director is dismissed upon appointment of any person as a liquidator).

In addition to the director, anyone (any capable person) can be a liquidator. These are representatives of private firms providing liquidation services, and one of the founders of the liquidated organization. It is assumed that the liquidator must have an idea of how the procedure for terminating the activities of the organization goes in order to carry it out.

The law also does not impose requirements on the composition of the liquidation commission.

Appointment of a liquidator upon liquidation of an LLC. Sample decision on the appointment of a liquidator (minutes of the meeting of participants in LLC)

An employment contract is not suitable for the appointment of a liquidator, due to the lack of an appropriate position in the organization and the expediency of such actions (the organization will soon cease to exist). Therefore, most often a civil law contract is concluded (for example, the provision of services). It is possible not to conclude any contracts at all (there is no such requirement of the law), but then the procedure for the activity and the amount of the liquidator's remuneration will not be determined.

The procedure for appointing a liquidator or liquidation commission is as follows:

A decision of the sole founder is made, or an extraordinary general meeting is convened, on the agenda of which is the question of the procedure and terms for the liquidation of the company, the appointment of a liquidator / commission, and the termination of the powers of the sole executive body.
An agreement is concluded with the liquidator / commission (if desired).

Here is a sample protocol general meeting members of the organization and a sample solution sole member on the appointment of a liquidator.

Powers of the liquidator upon liquidation of an LLC

In short, the liquidator or the liquidation commission receives the powers of the general director, including the right to protect the interests of the company in the courts. The law (clause 4, article 62 of the Civil Code of the Russian Federation) formulates this rule as follows: “the powers to manage the affairs of the legal entity". It's rather vague, which is why we draw a parallel with the CEO, who previously carried out similar duties.

Do not forget that other management bodies of an LLC are valid until the registration of its liquidation (for example, the general meeting of participants in the organization, which signs the interim and final liquidation balance sheets). This rule does not apply only to the sole executive body (general director).

In practice, the commission or the liquidator carries out activities aimed specifically at the liquidation of the company. The list of such actions is provided by art. 63 of the Civil Code of the Russian Federation. These include:

Publication of data on the liquidation of the company in the media.
Search and notification of creditors, collection of receivables.
Drawing up an interim liquidation balance sheet (but not approval).
Sale of the company's property when it is insufficient to satisfy the interests of creditors.
Appeal to arbitration in case of detection of signs of bankruptcy.
Preparation of the liquidation balance sheet (but not approval).
Submission of an application for liquidation of the company for registration.
Representing the interests of the company in court.

Thus, when answering the question of who can be a liquidator during the liquidation of an LLC, it must be taken into account that the law does not establish requirements for persons who can be liquidators or be members of the liquidation commission. As a result, the liquidation of the company can be entrusted to any person.

The liquidation commission is determined by the founders of the enterprise or the body that made such a decision regarding the organization. The liquidation commission sets the time limits for the liquidation of the enterprise and the procedure for its implementation.

The liquidation commission is a special body (liquidator) necessary for the liquidation of the enterprise - voluntary or forced.

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Information about the creation of this body is provided to the registrar (tax structures), which must make appropriate changes to the Unified State Register of Legal Entities and issue documents confirming the termination of the organization's activities.

Requirements

The Civil Code of the Russian Federation does not reflect specific rules on the composition of the liquidation commission. The appointment of members of such a commission by minority shareholders of the company is not provided for. Special attention is also not paid to individual cases when the law requires the participation of certain persons in the commission.

The procedure for the functioning of the commission and its formation are reflected in paragraph 4 of article 62 of the Civil Code of the Russian Federation:

When the commission is formed, all powers within the executive power of the enterprise are transferred to it. This does not cancel the right of other management bodies to take part in the activities of the company.
After the official appointment, the commission represents the interests of the enterprise in court. The head of the liquidation commission has the right to represent a legal entity without issuing a power of attorney, sign statements of claim and issue the necessary powers of attorney.
The commission is obliged to carry out its work in the interests of the liquidated company and creditors.
The Commission is a collegiate body. A quorum is required for any decision to be made. Enterprises are advised to consider creating a special provision on the liquidation commission.

The Civil Code does not fully describe the competence of the liquidation commission and this often becomes a reason for disputes and discussions.

The role of the liquidation commission

If the owners of the enterprise have decided to liquidate it, they must establish a liquidation commission. Must be filed this information to the IFTS for making an entry in the state register.

Purpose and composition

The body deciding on the liquidation of the company must appoint the composition of the liquidation commission. This can be done by the founders of the enterprise, its shareholders, as well as by the court that issued the decision to terminate the operation of the organization. All features of the formation of the commission are usually indicated in the Charter of the enterprise.

Since the appointment of the commission, she has been participating in the management of the company in. The executive bodies of the enterprise can no longer carry out their activities.

An exact sample of the requirements for the composition and size of the commission in accordance with the current legislation is not provided. This issue is decided by the meeting of founders. Members of the commission may be appointed by the court. At the head of the commission is the chairman.

The composition of such a commission may include directly the heads of the company, its founders or employees. Its chairman becomes the initiator of the termination of the company. Such powers are usually exercised CEO this organization.

Powers

The founder of the liquidated enterprise is obliged to issue an appropriate order confirming the decision to terminate the operation of the company. It should indicate the timing of its liquidation and other organizational matters related to the activities, formation and appointment of members of the commission.

After that, the chairman of the liquidation commission becomes available all the powers to manage the organization for the duration of its liquidation. This provision is approved by paragraph 3 of Art. 62 Civil Code.

Most often, an employee of the company is chosen for the position of chairman, who has a complete understanding of all the features of its functioning.

When a company is liquidated, liability arises for:

the enterprise itself;
its owners;
its leaders;
liquidation commission;
creditors to whom the firm has debts.

In order for the liquidation commission to carry out its activities in full, a document is required that displays data on the composition of the commission and a protocol on its appointment.

Such a protocol is also necessary if the general director of the enterprise becomes the chairman of the commission. It is imposed on all members of the commission.

Functions

The liquidator will continue to carry out all the work necessary for the liquidation procedure.

His duties include signing all possible documentation, regulating the work of all members of the commission, as well as:

Notifying the registration authorities of the decision to terminate the activities of the enterprise in order to exclude it from the register of legal entities.
Placement in the printed media of a note on the planned liquidation of the company. It is necessary to designate the terms and procedure for accepting applications from creditors for repayment of debts. The minimum period in this case is 2 months.
Delivery of written notices to creditors of the planned liquidation of the company in person.
Preparation of the liquidation balance sheet in a timely manner. Information on receivables and payables, information on tangible and intangible assets and liabilities of the company should be indicated. It is necessary to identify solutions on how to minimize existing debts.
Making appropriate decisions on the dismissal of employees.
If necessary, the liquidation commission conducts the procedure for the sale of the company's property through public auction. This is necessary to liquidate debt obligations to creditors.
Formation after satisfaction of all requirements of creditors. This balance sheet should convey the final financial condition of the firm.
Reconciliation of settlements with all organizations and tax authorities.
If all the necessary payments have been made, and the financial resources are still left, then they are distributed among the founders of the enterprise.
You must submit an application to the IFTS to complete the liquidation procedure. The tax authorities record the fact of liquidation in the Unified State Register of Legal Entities.

After the tax authorities provide an official certificate of liquidation of the company, it is considered liquidated, and the commission stops its work.

Actions

The commission during the entire period of liquidation of the organization adheres to a certain plan in its work. This plan is created with the participation of all members of the commission and is agreed with the founders of the enterprise.

The actions of the commission are as follows:

Detailed display of all assets of the company and their analysis.
Collection of information about persons who can claim their rights to the property of the company during liquidation.
Dismissal of company employees. The procedure is standard, wages and other payments are made in accordance with labor legislation.
Analysis of payments to tax authorities and other organizations. If there are not enough funds to pay off debts to the tax authorities, then the debt is repaid by the founders of the company in accordance with the law.
Analysis of existing debts. Collection of debts from debtors may occur upon written notice or after filing a statement of claim in court. The liquidation commission takes part in all court hearings on behalf of the enterprise.
Establishing order.
Distribution of the remaining assets among the founders.
Preparation of documentation for the removal of the company from their state register.
Removal of an enterprise from the state register.

To make an entry in the state register, you must provide an appropriate application, certificates from funds, a certificate of liquidation balance sheet, a receipt for payment of the state fee

Available Operations

The liquidation commission determines the possibility and method of selling the company's property. All information about the sale of property should be displayed in the media.

If liquidated state enterprise, then an auction is organized. This is done by the competent authorities. In the event of the termination of the work of a private firm, the liquidator has the right to conduct such an auction on his own.

The sale of the company's assets should be carried out in the following sequence:

assessment of the market value of property by an appraiser;
sale of real estate within the framework of an auction;
sale of non-productive assets of the company;
sale of production assets of the enterprise.

In the event that the participants of the organization make a decision to liquidate a legal entity, the law imposes on them the obligation to appoint persons who will resolve all issues related to the liquidation.

Such a group of persons is called a "liquidation commission". In this article, we will consider what this commission is, what powers it has, who is included in its composition, as well as the procedure for its appointment.

Powers of the liquidation commission of a legal entity

The body in question is a group of persons appointed by the management body of the organization, which is responsible for taking all necessary actions to carry out the liquidation of the organization. For these purposes, one person may be appointed - a liquidator. However, regardless of who carries out the liquidation - the liquidator or the liquidation commission, the powers of these bodies will be the same.

The commission or the liquidator in the process of liquidating the organization performs the following actions:

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takes over the management of the affairs of the organization;
speaks on behalf of the organization in court;
publishes in the Bulletin state registration» and the media reporting on the liquidation of the organization, the timing and procedure for accepting creditors' claims;
otherwise notifies creditors that the organization is in the process of liquidation;
prepares an interim liquidation balance sheet, which reflects the financial condition of the organization, its assets, receivables and payables;
ensures the sale of the organization's property in order to pay off debts;
makes settlements with creditors and takes measures to collect receivables;
upon completion of all settlements with creditors and debtors, draws up the final liquidation balance sheet;
distributes the remaining funds among the founders or participants of the organization;
submits to the tax inspectorate an application for registration of the liquidation of a legal entity.

In the event that the property of the liquidated organization is not enough to pay off all debts, the liquidation commission submits an application to the court for declaring the organization bankrupt, and the liquidation procedure is replaced by the bankruptcy procedure, which is carried out in the manner prescribed by the Law on Insolvency (Bankruptcy) of October 26, 2002 N 127 -FZ.

The commission or the liquidator authorized to carry out the procedure for the liquidation of an organization must act in good faith and reasonably, respecting the interests of the organization being liquidated and its creditors.

The procedure for appointing a liquidation commission

As mentioned earlier, the commission is appointed by the body that made the decision to liquidate the organization. The liquidation initiator may be the founder or member of the organization, as well as its head or other body authorized to do so by the constituent documents. Such a decision can also be made by the court, if a claim was filed on one of the grounds listed in paragraph 3 of Art. 61 of the Civil Code of the Russian Federation.

In any case, an authorized person must make a decision on the appointment of a liquidation commission. An example of such a document will be given later in the article.

This decision can be made by the governing body together with the decision on liquidation or issued later in the form of an order (instruction), which indicates:

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information about the organization - name, address, registration data, other details;
date and number of the act;
grounds for issuing the order - "in connection with the decision to liquidate the organization" indicating the details of the relevant decision;
composition of the liquidation commission;
terms and order of work of the commission;
persons who are entrusted with the execution and control over the execution of the order;
position and signature of the person who issued the order.

The above powers and duties are assigned to the commission from the moment specified in the order, or from the moment this act enters into force.

As a rule, the members of the liquidation commission are:

Head of the organization;
founders or participants or their representatives;
representatives of employees of the organization.

If the member of the organization is a municipality, a constituent entity of the Russian Federation or the Russian Federation, the commission must also include representatives of the relevant authorities.

Download the order on the establishment of the liquidation commission (sample)

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2. The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity shall appoint a liquidation commission ( liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.

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no one here is involved in the liquidation or what? :shuffle:

entered into force

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but it diverges from practice, for example, more than once when it had to be liquidated (but the liquidator was registered in the charter of the CJSC, although what difference does it make, there is the same norm as in the LLC - the liquidation commission) The Ministry of Taxes and Taxes did not object to the liquidator: yogi:

Agree completely. I myself was engaged in liquidation not so long ago and a liquidator was appointed there. tax was spit :beer:

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Yes, in principle, do not care, the powers that the LK has the same as the liquidator. (IMG:http://hp/style_emoticons/default/wink.gif)

I just didn’t understand the FAS UO

Yes, as always with us, you see, then another practice will appear (IMG: http://hp/style_emoticons/default/wink.gif) . I agree with all of the above opinions - no big difference. The question is only in numbers. It turns out that 2 members is a commission, and if there is one, then, they say, the liquidator (IMG: http://hp/style_emoticons/default/biggrin.gif) .

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they had all the questions, but you can have your own or someone else's, and pay him or not, etc. (IMG:http://hp/style_emoticons/default/wink.gif)

I liquidate not only in theory (IMG: http://hp/style_emoticons/default/smile.gif) and therefore said that the practice is different than in the FAS UO.

In the end, you are not in the Urals, liquidate on your health: beer:

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Please do not offend the Urals.

No need to identify the Urals and FAS UO: hi:

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What is the difference between a liquidator and a liquidation commission?

We are going to liquidate one open joint-stock company. According to paragraph 2. Art. 62 of the Civil Code of the Russian Federation, the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity appoint liquidation commission (liquidator).

According to paragraph 2 of Art. 21 of the Federal Law "On Joint Stock Companies" on the general meeting of shareholders of a voluntarily liquidated company decides on the liquidation of the company and the appointment of liquidation commission.

Question: in this case, taking into account the above requirements of Art. 21 of the Federal Law "On joint-stock companies", an open joint-stock company can appoint ONLY liquidation commission?

We would of course och. I would like to appoint a liquidator, but so far I see no reason for this. If there are opinions, practice - I will be very grateful!

…2. The decision of the general meeting of the company's participants on the voluntary liquidation of the company and the appointment of a liquidation commission is made at the proposal of the board of directors ( supervisory board) company, executive body or member of the company.

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The general meeting of participants in a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission.

3. From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court.

Article 58

2. The competence of the general meeting of participants in the company includes:

12) appointment of a liquidation commission and approval of liquidation balance sheets;

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despite the fact that the legal entity was created by one person, a clomission must be created, for this the founder (participant) attracts third parties who will be part of the liquidation commission.

I had to change it in the Unified State Register of Legal Entities for the chairman of the liquidation commission and file already 16 from the chairman (((and in the window at the consultation they blurted out that they didn’t care - the commission or the liquidator.

at the same time, for 2 years before this refusal, they accepted from the liquidator and nothing.

Powers and activities of the liquidation commission or liquidator when closing an LLC

The liquidation commission is a special body created for the final termination of the organization. It can be created on a voluntary or compulsory basis, depending on the reasons for closing the company.

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The Commission includes a group of persons who, in accordance with legal requirements are selected by the head of the company or a structure appointed by him for the duration of the liquidation process. The procedure for creating this body may take place with the participation of other founders of the LLC. If it is created on a forced basis, then the process falls on the shoulders of the arbitration court.

Who can be a liquidator? Commission appointment

The liquidation process of an LLC begins with a tax notice. A notarized notice should be sent within three days after the decision was made to close the business. In return, the tax office provides a certificate of registration and an extract from the Unified State Register of Legal Entities. After that, the Federal Tax Service must issue a local act, which will contain a list of powers that are transferred to the commission or liquidator.

The laws do not have specific requirements for the members of the commission, therefore, this body usually includes interested employees of the organization - lawyers, economists, accountants, founders, etc. If the liquidation process is carried out through the court forcibly, then the arbitration manager acts as a liquidator.

The legislation of the Russian Federation does not distinguish between the concepts of the liquidation commission and the liquidator, so each company can reserve the choice. However, there are cases when the tax authorities require the creation of a commission, which will still consist of one person.

Powers, functions and responsibilities

Let's assume that the decision to close the LLC has already been made, and the commission, headed by the chairman, has been appointed. Now it is this body that begins to monitor compliance with all legislative procedures.

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After that, a message about the beginning of the liquidation process should be placed in the journal "Bulletin of State Registration". The following information is sent there:

Name of the organization.
OGRN.
The address.
The time frame for liquidation and the order of the process.
Details of the decision to close.
Contacts so that the company's creditors can state their claims.

It should be noted that the current legislation of the Russian Federation does not establish strict deadlines for which this message is required to be posted. But the period for the statement of creditor claims begins precisely from the moment of publication. In this case, this period must be at least 2 months.

In addition, the commission is obliged to take other measures to search for and timely notify creditors. All this must be done in writing and indicate the deadline for filing claims.

Two months after publication, an interim liquidation balance sheet is drawn up. This economic indicator reflects the financial condition of a legal entity. Preparing a balance sheet allows you to determine the main economic indicators enterprise, the size of its assets, liabilities, various debts, the total amount of borrowed capital, etc.

On the this moment the law does not establish a clear sequence of actions in compiling such a balance sheet, therefore, members of the commission must rely on accounting rules.

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The head of the liquidation commission sends the following package of documents to the Federal Tax Service:

Receipt of payment of state duty.
Interim liquidation balance.
Application for registration of a legal entity in connection with its liquidation.

The signature of the person of the witness must be confirmed by a notary.

Since 2015, legal entities are no longer required to notify Pension Fund about the liquidation process. Now a document on the provision of data to the FIU can be obtained from the tax service on the basis of interdepartmental cooperation.

The listed set of documents can be sent to the registration authorities in the following ways:

in in electronic format using the built-in function on the site nalog.ru;
a representative who has a power of attorney certified by a notary;
mail;
personally head of the liquidation commission.

Only after the tax service receives the specified documents, the final decision on liquidation will be made. Therefore, the tax return must take into account the entire period up to this day, and not until the moment when the management of the company or the arbitration court decided to close the enterprise.

Full instructions for the procedure for terminating the activities of an LLC are presented in the following video:

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Step by step procedure for the commission

According to Article 63 of the Civil Code of the Russian Federation, the liquidation commission or liquidator must act in the following order:

Place a notice in the press about the upcoming closure of the LLC. It is also necessary to notify about the timing and procedure for accepting applications from creditors regarding the payment of debts.
Independently notify creditors that the legal entity will be liquidated. This must be done by any possible means, including in writing.
After the expiration of the established period, draw up an interim liquidation balance sheet.
If necessary, you should organize the sale of the company's assets at public auctions or auctions to pay all existing debts.
On the basis of the balance, it is necessary to pay the creditors of their debts. It should be noted that the order of payments must be strictly observed.
After payments to all creditors, the commission draws up the final liquidation balance sheet, which will display the state of the property of the enterprise after the payment of debts.
Further, the balance of funds is distributed among the participants of the company, who have rights in rem to them.
To complete the procedure, the commission submits an application to the tax authorities and registers the liquidation of the company in the Unified State Register of Legal Entities.

After the certificate of registration of the liquidation of the LLC is issued, the legal entity is considered closed, and the commission ceases to exist.

The activities of the liquidation body are carried out not for the material enrichment of individuals or society as a whole, but to comply with the law and the rights of creditors. Therefore, the commission also has other powers:

issuance of powers of attorney;
protection of the interests of a legal entity in court;
company property management, property valuation, inventory;
closure of all bank accounts of an economic entity except for one, to which all funds will be accumulated;
collection of receivables;
transfer of documentation of a legal entity to the archive;
making decisions on the dismissal of employees of the enterprise.

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How is the liquidation commission appointed? What are the main responsibilities of the liquidator of an LLC?

The Civil Code of the Russian Federation does not provide for special rules for the formation of a liquidation commission. In Article 62 of the Civil Code of the Russian Federation, it only indicates that it is mandatory for her to be appointed as participants in an LLC after a decision has been made to liquidate her enterprise. At the same time, the period during which it is necessary to appoint the persons carrying out the liquidation is also not spelled out in the law.

In addition, these legal norms do not contain indications of when it is necessary to select a liquidation commission, and in which cases it is possible to appoint one person - a liquidator. By general rule participants independently determine who exactly they will appoint to liquidate the organization, and at what point they will do it.

Also, the legislation does not prohibit the appointment of one or more LLC participants as the liquidator or members and chairman of the liquidation commission.

After the appointment of the liquidation commission (liquidator), all powers to manage the liquidated legal entity are transferred to it. She essentially becomes the sole executive body enterprises.

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In contrast to the order of appointment, the duties of persons responsible for liquidation are clearly spelled out in the norms of the Civil Code. Thus, the liquidation commission (liquidator) is obliged to act reasonably and in good faith in the interests of the liquidated enterprise and its creditors.

It is the liquidators who are responsible for identifying and notifying the creditors of a limited liability company. To do this, they publish a message on the procedure for liquidating the organization and the deadlines for accepting claims from creditors in the media (Bulletin of State Registration) and send each creditor personal registered letters with a return receipt.

Also liquidation commission:

Takes steps to collect accounts receivable.

Acts on behalf of a legal entity in court or represents its interests in state bodies.

After the expiration of the term for the statement by creditors of their claims and the identification of all assets of the enterprise, an interim liquidation balance sheet is drawn up.

Carries out the sale of the property of the enterprise in the event that the monetary assets of the organization are not enough to pay off all debts.

Makes settlements with creditors in the order of priority established by the legislation of our country.

If it is revealed that the monetary assets and property of the LLC are insufficient to pay off all debts, it files an application with the arbitration court for declaring the debtor bankrupt.

Prepares the final liquidation balance sheet.

Acts as an applicant when submitting to the tax office an application for state registration of a legal entity in connection with its liquidation (in the form P16001).

Only the chairman of the liquidation commission or the liquidator of an LLC has the right to apply to tax service to make an entry in the Unified State Register of Legal Entities on the termination entrepreneurial activity after completion of the liquidation procedure.

If you want to start the voluntary liquidation of an LLC, use our service "Fill out forms for the liquidation of an LLC online". This will allow you:

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In this case, you do not have to be afraid of rejection tax authorities in the registration action, because the documents issued through our service have already been repeatedly checked during the liquidation of the LLC in tax inspectorates throughout the country.

Liquidate LLC in strict accordance with the law? It's easy with eRegistrator.ru!

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Liquidation commission OR liquidator

Mix Oct 27, 2004

Art. 62 of the Civil Code Obligations of the person who made the decision to liquidate the legal entity

2. The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity appoint a liquidation commission (liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.

The Charter stipulates a liquidation commission, but how else, if the Federal Law on JSC Art. 21 speaks of a liquidation commission, why is the way now blocked for the liquidator?

Federal Law on LLC - liquidation commission

Federal Law on non-profit organizations- liquidation commission, etc.

Mix Oct 27, 2004

no one here is involved in the liquidation or what?

Vermut Oct 28, 2004

Mix Oct 28, 2004

I don't want. much easier liquidator.

Vermut Oct 28, 2004

cassation instance for checking the legality and

validity of decisions (decisions) of arbitration courts,

entered into force

He is there in brackets everything is referred to as a "liquidator"

Mix Oct 28, 2004

paraski 28 Oct 2004

Agree completely. I myself was engaged in liquidation not so long ago and a liquidator was appointed there. the tax office didn't give a damn

-chudo- Oct 28, 2004

One more Oct 28, 2004

We, too, always make do with the liquidators, and no one has ever had any questions.

Mix Oct 28, 2004

and in your cases, what is written in the charter, so for the sake of completeness.

paraski 28 Oct 2004

In my charter, in both cases, liquidation commissions were prescribed

One more Oct 28, 2004

and in your cases, what is written in the charter, so for the sake of completeness.

Do I remember what was written there?

Yes, in principle, do not care, the powers that the LK has the same as the liquidator.

Mix Oct 28, 2004

Yes, in principle, I don’t care, the powers that the LC has the same as the liquidator

I just didn’t understand the FAS UO

Vermut Oct 28, 2004

I just didn’t understand the FAS UO

Yes, as always with us, you see, then another practice will appear. I agree with all of the above opinions - no big difference. The question is only in numbers. It turns out that 2 members is a commission, and if there is one, then, they say, a liquidator.

Moreover, the same judicial practice it was established that only the chairman of the liquidation commission signs claims, powers of attorney, and who deprived the rights of other members then?! Here is a question, for example, does not the chairman of the liquidation commission have the right to sign a balance sheet or a declaration on a company?

kuropatka Oct 28, 2004

deaf as in a tank. no one here is involved in the liquidation or what?

And Search because it is necessary to use. We discuss once a month.

Mix Oct 28, 2004

do not tell me about the search, he himself has repeatedly said this,

they had all the questions, but you can have your own or someone else's, and pay him or not, etc.

I myself am now liquidating in two LLCs - IMNS only FOR.

I liquidate not only in theory, and therefore I said that the practice is different than in the FAS UO.

One more Oct 28, 2004

In the end, you are not in the Urals, liquidate on health

viking80 Nov 02, 2004

Please do not offend the Urals.

You can only liquidate as the law says and nothing else.

One more 02 Nov 2004

Please do not offend the Urals.

No need to identify the Urals and FAS UO

You can only liquidate as the law says and nothing else.

Explain your position, pliz, do you think that an LLC can only have an LC, but not a liquidator?

Lucy Jan 12, 2011

cassation instance for checking the legality and

validity of decisions (decisions) of arbitration courts,

entered into force

14 Jan 2011

ON STATE REGISTRATION OF LEGAL ENTITIES

AND INDIVIDUAL ENTREPRENEURS

Article 20. Notice of liquidation of a legal entity

3. The founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity shall notify the registering body of the formation of a liquidation commission or the appointment of a liquidator, as well as of the preparation of an interim liquidation balance sheet.

IX. The procedure for filling out the Notice on the formation of the liquidation commission of a legal entity, the appointment of a liquidator (bankruptcy manager) (form N P15002)

4.2. Clause 3.2 is filled out on the basis of a document on the appointment of a liquidator.

5. Section 4 "Information about the bankruptcy trustee".

The specified section is filled in if the court decides to declare the legal entity insolvent (bankrupt) in accordance with the information about the bankruptcy trustee contained in the said decision or ruling of the arbitration court on the approval of the bankruptcy trustee's candidacy.

5.1. Clause 4.1 indicates the number of pages of the decision of the arbitration court on declaring the legal entity insolvent (bankrupt) or the ruling of the arbitration court on the approval of the candidacy of the bankruptcy trustee.

Sheet 1

Sheet A of form 15002. Information about the head of the liquidation commission (liquidator), bankruptcy trustee

If there is only one founder in the LLC, he is also the director, why can't he be the liquidator in the sole person. In any case, he is obliged to comply with the procedure for settlement with creditors.

Trevor 18 Apr 2011

Okay, here is an excerpt from one solution:

cassation instance for checking the legality and

validity of decisions (decisions) of arbitration courts,

entered into force

Vermut, I don't see anything of the kind in the said ruling. Where is this quote from?

Drive into the consultant N Ф09-357 / 03-GK and find the RESOLUTION

cassation instance for checking the legality and

validity of decisions (decisions) of arbitration courts,

entered into force

Miss Po Jan 25, 2012

IvanWaitingReply 19 Jan 2015

Colleagues, tell me please!

enigma1 Feb 10, 2017

Is there a more recent practice?

liquidated CJSC and 2 LLC. in 2015-beginning of 2016.

in all cases there was only a liquidator. The tax office never gave a damn.

although everywhere the Statutes were standard, without fuss, written off from the laws on LLC and CJSC and only the liquidation commission was mentioned in them.

we were somehow taught earlier that the Civil Code has great legal force in front of special norms. now the Civil Code and laws have equal legal force, and often even special norms have priority in interpretation.

but all the same, it seems to me that simply in the laws, under the words "liquidation commission" and so it is understood that the liquidator is also included. Because the GC says liquidation commission (liquidator), based on the rules of the Russian language, brackets mean clarification in order to clarify or supplement the expressed thought.

This is confirmed indirectly and because it occurs in this form in the Civil Code, as equivalent (clarifying) concepts. And there is not even a slight opposition or division of the type "liquidation commission or liquidator."

Well, what if the laws are written by people who do not know the Civil Code.

The sole participant of an LLC is a liquidator, can he get a full-time job in another LLC?

he may not work full-time as a liquidator.

In general, nowhere does it say that the liquidator is obliged to work under an employment contract.

and given that at the end of the liquidation, there will be no place to formally dismiss him from anywhere (he will have to be dismissed retroactively), and who and how will accrue and pay wages and all taxes on it ?! And what about the final payment upon dismissal? where to get time, money for this, spend on the balance sheet, etc. break your head.

It is more logical and easier for the liquidator to accept immediately under a civil law contract for the provision of services.

but in reality, in small companies, according to documents, a liquidator is usually not carried out at all, because he is also a director and a participant in one person.

The liquidation commission is created upon termination of the organization's activities (its liquidation) in order to resolve various issues that arise during the implementation of the procedure (for example, to prepare interim and final liquidation balance sheets). Special attention should be paid to the procedure for creating a commission, since this body acts on behalf of the organization and fully manages the affairs of a legal entity. These questions will be discussed in our article.

Legal basis for the creation of the commission

The legal basis for the creation of the commission is the termination of the activities of a legal entity through its liquidation in accordance with Art. 61 of the Civil Code of the Russian Federation. Termination of activities can be carried out both by the decision of the founders, and by force (by a court decision).

On the founders in the event of termination of the organization's activities by virtue of paragraph 3 of Art. 62 of the Civil Code of the Russian Federation, an obligation may be assigned to resolve certain issues, for example:

appointment of a liquidator or commission;
development of the liquidation procedure;
setting deadlines for liquidation.

When exercising the powers to terminate the activities of the organization, the created body is obliged to act in strict accordance with the current legislation and taking into account the interests of both the founders of the organization and creditors.

According to paragraph 5 of Art. 62 of the Civil Code of the Russian Federation, if the founders evade the creation of the commission and fail to comply with the regulatory procedure for terminating the activities of the organization, a judicial liquidation procedure may be initiated. Both interested parties (for example, creditors of an organization that cannot pay its obligations) and government bodies. In such a situation, liquidation occurs in judicial order with the involvement of an arbitration manager.

The procedure for drawing up and a sample order on the creation of a liquidation commission

To consolidate the fact of the creation of the commission, an order is drawn up signed by the head of the legal entity. A sample of this document is available for download on our website.

The order is local act and therefore must be in writing, signed by the head of the organization and sealed. Responsible employees and officials must be familiarized with the document, which is confirmed by their personal signatures in the act of familiarization, receipt or text of the order.

The order is drawn up taking into account the following features:

It is issued on the letterhead of the organization. This requirement is optional, it is a recommendation. You can read more about letterhead.
Should have registration number and date. The numbering order depends on the local acts regulating this procedure in the organization. You can read more about numbering in our other article.
Before the introductory part, the name is indicated - "Order on the liquidation of the organization and the creation of a commission."
If the order is not issued on the letterhead of the company, it must indicate the name of the organization (full and abbreviated) and its details.
The document must contain the basis for its preparation, indicating the details of the decision on the basis of which the liquidation procedure was initiated.
The document includes a list of persons who are members of the commission, indicating information about the chairman, deputy, members of the collegial body.
The order must indicate the time period during which the liquidation must be carried out, and the deadlines for submitting reports on the work carried out, including interim and final liquidation balance sheets.
The order must contain information about the person who is obliged to control its execution. After signing with the order, all members of the commission and other officials must be familiarized with the signature.

The composition of the liquidation commission during the liquidation of the organization. How many people should be in it?

The issue of liquidation of the organization is within the competence of the general meeting or the sole founder. In the event of a voluntary termination of activities, the fundamental document will be the decision of the participants in the company, which should contain an additional condition on the creation of a commission. The composition of the liquidation commission during the liquidation of a legal entity is prescribed in the order on the creation of this body.

The legislation does not establish requirements for the presence of certain skills, experience and level vocational education members of the commission. This means that the founders and the head of the organization independently decide on the composition of the liquidation body.

At the same time, in the event of the liquidation of certain types of organizations and enterprises, special regulations certain requirements for the composition of the commission may be established. In particular, if the organization is established by the Russian Federation, its subject or local government, as part of the commission, in accordance with paragraph 4 of Art. 57 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ, a representative of a federal body, body of a constituent entity of the Russian Federation or municipality should be included.

It is not legally established how many people should be on the liquidation commission. As a rule, the commission includes:

accountant;
lawyer;
economist;
other persons whose entry will ensure the achievement of the set goals, taking into account compliance with the norms and principles of legislation.

In addition, the liquidation commission usually includes members of the organization.

Regardless of the number of members of the commission, including in cases where the sole founder acts as the liquidator, the issuance of an appropriate order will be required. In practice, the commission most often includes the head of the organization, Chief Accountant and head of the legal department. If there are two or more members, a chairman is appointed from among them.

Note that the members of the commission, by virtue of Art. 2.4 of the Code of Administrative Offenses of the Russian Federation are officials and can be brought to administrative responsibility in case of violation of the law, for example, under Art. 14.25 of the Code of Administrative Offenses of the Russian Federation (in terms of violation of the obligation to timely provide the Federal Tax Service with information on the progress of the liquidation procedure).

Liquidator or liquidation commission of an LLC? Legal status and competence

The liquidation commission and the liquidator from the moment of creation / appointment are representatives of the legal entity, while the head loses the right to represent the interests of the organization in state and municipal bodies, judicial instances, and relations with counterparties.

It is important to note that legal status the liquidator and the commission is the same due to the absence of differences in competence, which is directly indicated by paragraph 1.4 of the letter of the Federal Tax Service dated 03.29.2018 No. GD-4-14 / [email protected] At the same time, the founders independently decide whether to create a commission or appoint a liquidator.

The legal powers of the commission and the liquidator are also identical and usually provide for the following set of rights and obligations:

representing the interests of the organization;
publication of information in the media on the liquidation and the procedure for filing claims within the prescribed period;
implementation of measures aimed at identifying creditors and forming receivables;
sending notifications to creditors about the upcoming liquidation;
formation of an interim liquidation balance sheet;
sale of property in order to pay off debts to creditors;
applying to the arbitration court with an application for declaring the organization bankrupt if there are signs of insolvency;
payouts in order of priority Money according to the requirements of creditors;
preparation of the final liquidation balance sheet.

This list is not exhaustive and may be expanded by the decision of the founders of the liquidated organization. The created temporary body terminates its activities upon reaching the set goal, that is, after entering information about the termination of the legal entity's activities in the Unified State Register of Legal Entities.

Thus, the liquidation commission of a legal entity is appointed in the case when a decision is made to liquidate the company or the organization is liquidated by force. From the moment the commission is appointed, the head of the legal entity ceases to exercise his powers, which are transferred to the commission. The task of this body is to prepare the organization for final liquidation, draw up liquidation balance sheets, organize payments to creditors for existing debt obligations, etc.

The liquidation of the company means the exclusion of information about the legal entity from the register and the complete cessation of its work. The decision to close a business may be due to a variety of reasons: its unprofitability, the achievement of business objectives, reorientation to other areas, etc.

After the owners of the company make the final decision on its liquidation, they need to appoint a liquidation commission or a sole liquidator (according to paragraph 2 of article 62 of the Civil Code). The latter option is possible if the legal entity has a single founder (he is usually also a director).

This fact must be notified to the Tax Inspectorate using a special form P15001. A note on the appointment of a liquidation commission in the company appears in the Unified State Register of Legal Entities and becomes publicly available to all interested parties.

The competence of the liquidation commission includes all managerial functions in relation to a company going out of business. After it begins its work, the powers of the top management are removed.

The apparatus that made the decision to close the legal entity is responsible for its appointment. In case of voluntary liquidation, this may be a meeting of founders or a board of shareholders (depending on the form of business organization: LLC or JSC). The procedure for appointing a liquidation commission must be prescribed in the charter.

If this procedure is coercive (for example, due to the illegal activities of the company), then the court appoints the liquidator simultaneously with the decision to close the enterprise.

The composition of the liquidators

Neither the procedure for electing the liquidation commission, nor the requirements for its composition are specified in the legislation. The decision on which employees will be required to close the company in accordance with all the rules is understood by the business owners themselves. In practice, most often the commission includes a director, a lawyer, an accountant, an economist, the founders themselves and other persons (both working in the organization and not included in its staff). Usually, the issues of its size are also decided by the owners.

After its composition is determined, an appropriate act (order) is issued, which all elected members and management can familiarize themselves with.

Legislation may provide for some nuances that need to be taken into account when determining the composition of the commission. So, if the state is among the shareholders of the company, then the liquidators must include representatives of local governments and the committee on property issues.

Head of the liquidation commission

The need to elect the head (chairman) of the liquidation commission is indicated by legislation. Companies that have a single founder do not face such a problem, and he becomes a liquidator.

At the same time, the law does not establish who exactly is appointed as the head of the liquidation commission. It could be:

the collegial body that made the decision to close the legal entity;
member of the company or its founder;
a third party licensed for this type of activity (member of the SRO).

If the liquidation is carried out, then the person appointed by the arbitration court acts as a liquidator.

The procedure for the work of the commission during the liquidation of the enterprise

Most of the responsibilities that are associated with the termination of the company's activities are assigned to the liquidation commission. The order of its work involves the passage of a number of successive stages:

Alert tax office on the decision taken to liquidate and the appointment of a liquidation commission. Its members have three days to do this, otherwise the company faces a fine of 5,000 rubles.
Identification of the list of creditors who applied to the company after the publication of a message in the media or as a result of a personal appeal.
Notification of all employees about the upcoming 2 months. Payment to them of all due remuneration before the reduction and on the last day of work.
Notice to the Job Center mass reduction(applies only to large employers with more than 50 employees).
In the event of arrears in taxes and insurance contributions identified during inspections, the commission transfers the resulting tax arrears, fines and penalties to the budget.
Based on a detailed analysis financial condition company, inventory of property, identification of receivables, an interim liquidation balance sheet is drawn up. It is approved by the Tax Inspectorate, and a mark on its registration is made in the Unified State Register of Legal Entities.
Creditor claims are repaid taking into account the order of priority provided for by the Civil Code of the Russian Federation. If necessary, part of the property is sold for these purposes.
If there is insufficient property to pay off the entire debt, a bankruptcy petition is filed. In this case, all powers are transferred to the arbitration manager.
If the assets were sufficient to satisfy all property and material obligations, the commission draws up a new liquidation balance sheet. This time, the final one (form No. 1 OKUD) and taking into account the sold property and the money spent from the company's accounts.
The company is excluded from the Unified State Register of Legal Entities and the powers of the members of the liquidation commission are terminated.

Rights of the liquidation commission

The liquidation commission is endowed with all the rights to complete the work of a legal entity. She sets general order and timing of liquidation. The chairman of the liquidators has the right to sign declarations, contracts and other legally significant documents. He can freely dispose of the property of the company, as its director previously did.

The chairman also has the right to convene a meeting of the liquidation commission at any time, control its work and organize current activities this structure.

Members of the commission may sign accounting documentation. To do this, they must notify the bank in which the company has a current account about the persons entitled to sign payment orders. Signatures in the bank card are reissued to the chairman and other persons (if necessary).

Usually, a closed company is subject to an on-site tax audit. In this case, the commission may appeal against the decisions made by the inspectors in pre-trial and judicial procedures.

The commission of liquidators has the right to work with the debtors of the legal entity, and, if necessary, can go to court to collect receivables.

Powers of liquidators of a legal entity

The law entrusts the liquidation commission with the following powers:

management of internal and external affairs of the company;
publication in the media (“Bulletin of State Registration”) of a message on the liquidation of the organization indicating the time and place of receipt of applications by creditors (at least 2 months before the end of acceptance of creditor claims), the message is posted, even if the commission is aware of the absence of creditors;
identifying a list of persons and authorized organizations to which the company has accounts payable, compiling a register of creditors;
representing the interests of a liquidated legal entity in the Tax, extra-budgetary funds and court;
identification of companies that have receivables to a legal entity, taking measures to collect them;
conducting an inventory of property;
repayment of debts to creditors and authorized supervisory authorities;
other issues related to the procedure for terminating the company's activities.

Responsibilities of the liquidation commission

The duties of the liquidation commission include:

calculation and payment of taxes for a liquidated organization;
presentation of tax and other reporting in accordance with the specifics of the company's work;
development of a plan for the abolition of the company;
assessment of the financial condition of the company;
analysis of receivables / payables, taking measures to collect / cover them;
personal notification of all known creditors about the upcoming closure (publication of the notice does not remove this obligation from the meeting);
inventory and valuation of all property (in order to determine whether it will be enough in the event of a sale to satisfy all creditor claims);
preparation of applications for declaring the company bankrupt (if the funds are not enough to pay off all obligations to creditors);
preparation of an interim / final liquidation balance sheet, submission of other reporting forms to the Federal Tax Service;
, payment of compensations and salaries due to them;
payment of state duty;
payment for placing information about the liquidation in the media - the cost of the message depends on its size.

Liability of liquidators of the organization

At first glance, it may seem that the liquidation commission has no responsibility. After all, all his tasks boil down to completing the liquidation procedure quickly and with minimal losses. Actually it is not. Members of the liquidation commission may be involved in.

So, for example, if the liquidator does not report the presence in the company (insufficiency of property in order to pay off debts) within ten days, then he will be held subsidiary liable for new debts: payment, compensation for the costs of bankruptcy.

For some offenses, liquidators face criminal liability with a fine of 100-150 thousand rubles, restriction of freedom and forced labor. This, in particular, concealment of the company's property, falsification of accounting documents, etc.

Dismissal of the liquidation commission of the enterprise

With all employees, regardless of their social status, in case of liquidation of a legal entity, employment contracts are terminated. This may happen before the company is finally removed from the register of legal entities. Labor Code does not fix the moment when the dismissal should occur. The main thing is that employees are informed two months before the reduction.

Employment or civil law contracts must be concluded with members of the liquidation commission. Without them, the work of the commission is not legal. During the audit, the company may be forced to pay additional taxes and deductions to off-budget funds for unregistered members of the commission. In addition, fines and penalties apply.

Staff members may continue to serve on the commission under existing employment contracts. It is not required to issue additional orders or conclude additional agreements.

Labor legislation does not contain any special terms of dismissal for members of the liquidation commission. They also sign a dismissal order: a special note is made in their labor, on the last day the final payment is made.

Liquidation commission payments

The liquidation commission does not work for free. Its members receive remuneration for their work, but its amount is not fixed by law. Typically, the amount of due payments is determined at a meeting of owners, taking into account financial position company and is announced at the time of formation of the commission. It is from the funds of the liquidated company that payments are made to the members of the liquidation commission.

Regular staff members of the commission usually continue to work under existing employment contracts and receive payments in the same amount in the form of a salary. This is not prohibited by law. The salary of members of the commission is subject to all taxes and fees.

On the last day of work, members of the commission must receive a salary, compensation for unused vacation and severance pay.

But at their request, employment contracts can be terminated and civil law contracts are drawn up instead. They may include a new remuneration calculation mechanism. This option is undesirable: the controlling authorities may consider that the termination employment contract was intended to evade the payment of due compensation upon liquidation.

Act of decision upon completion of the liquidation of the enterprise

All decisions that were made during the work of the liquidation commission must be properly executed. When making them, the participants must follow a certain procedure, which will ensure the validity of the decisions.

Decisions are made during a meeting held in person or in absentia. Such meetings are held as needed. Their results are drawn up in the form of minutes of the meeting and an act, which fixes the most important provisions. Both documents are signed by all members: they contain the agenda, composition of participants, turnout.

Decisions are approved by a simple majority of votes, by roll call or by a show of hands by those present.

The last decision is recorded in the act on the final liquidation of LLCs and JSCs. It indicates that the commission has checked financial activity company, agreed on the liquidation balance sheet, the accounts payable were not identified or were repaid. In this regard, the company completely ceases to exist.