Article sunset alternative liquidation of legal entities. Official or alternative liquidation: what to choose

Having decided to close an LLC or a company with a different form of ownership, are you looking for a strategy that will allow you to avoid legal complications and quickly resolve all formalities? Entrust the specialists of the company "Vector Rights" with the liquidation of the company or the closure of the LLC by merger or sale. We will protect your legal interests and help you avoid unreasonable financial losses.

We close your company in the most difficult situations

The reasons for the need to close an enterprise may be different: from the voluntary decision of the founders to close, take over or sell in the interests of the business, to the forced closure of an LLC at the request of law enforcement or regulatory authorities. Regardless of the prerequisites, the purpose of liquidation is the termination of the activities of an LLC with the obligatory cancellation of its rights and obligations.

Using an individual approach, we select the optimal strategy for joining, merging and other ways of closing a company for each specific case. After carefully studying your situation, we will offer:

- Liquidation of LLCaccording to the standard scheme

Measures to close an LLC are regulated by the Civil Code of the Russian Federation and the Federal Law "On Bankruptcy". To liquidate a company in a standard way the following steps must be taken:

1. On general meeting founders to decide on the closure of the LLC, appoint those responsible for carrying out liquidation measures (one liquidator or a commission), determine the timing of the company's closure.
2. Notify the supervisory and registration authorities of the planned liquidation of the LLC.
3. Transfer all powers to manage the company to persons responsible for the liquidation of the LLC, who must:

Obtain an extract from the state register stating that the LLC is in a state of closure;
- place in official publications information about the beginning of the liquidation of the LLC;
- send written notices to all creditors;
- submit an application to the tax and non-budgetary authorities for verification in order to deregister;
- after completing the checks and submitting the liquidation balance sheet, close the bank accounts of the LLC and destroy the seal;
- perform the state registration of the liquidation of the LLC, obtain the appropriate extract from the Unified State Register of Legal Entities.

Even with strict regulations and strict adherence to documentation requirements, closing an LLC on its own can take a lot of time. Specialists of the bureau "Vector Rights" know all the features of the functioning state structures. At a relatively low cost, our legal services allow you to close an LLC within the time frame established by law, without delay and unplanned costs.

- Alternative liquidation of the company by merger, merger or sale

If it is impossible to liquidate an LLC by the classical method, it can be terminated in alternative ways:

1. By joining another company. Affiliation of an enterprise is the termination of the activities of one or more legal entities carried out by transferring their rights and obligations to another (already operating) successor organization. In most cases, the liquidation of an LLC by joining another LLC is accompanied by a change in the head and founders.

With our help, you will complete the transformation of the company by joining in 1-2 months.

2. Through a merger with the subsequent formation of a new enterprise. Liquidation of a company by merger is the best choice for anyone who wants to continue business activity, but for some reason cannot do so on behalf of the former legal entity. In essence, a merger is the merger of one or more legal entities into an LLC. After the registration of a new company, all the companies included in it are officially recognized as liquidated. This path is longer and more laborious than the accession of shareholders, but it allows you to completely cancel all obligations of the merged firms.

3. By selling. Closing a company through a sale is preferable when the founders, due to certain circumstances, cannot continue the business. Just like joining shareholders, closing through a sale does not take much time and is not associated with high costs.

4. Liquidation of a company through bankruptcy is the most correct method of liquidation from the point of view of legislation. Bankruptcy of a liquidated debtor is a type of simplified bankruptcy procedures. In practice, already during voluntary liquidation The company has a debt that cannot be repaid. The simplified bankruptcy procedure is characterized by the relative speed of litigation and bankruptcy proceedings. The reasons why the debtor is liquidated do not matter.

This means that with our help you can legally terminate your business. commercial organization heavily indebted, while avoiding any sanctions against individuals.

Legal support for the liquidation of a company - the price of our services is lower than possible losses

In a complex legal matter such as the liquidation of a business, the cost of lawyers is generally less than the costs associated with attempting to do a self-assessment, sell or otherwise close the firm. Experienced lawyers from the “Vector Rights” bureau will help you avoid dangerous and costly complications of improper liquidation of an LLC by taking over the preparation of documents and representing your interests in all instances.

Contact us to get Additional information about ways to close an LLC by joining, merging or selling, find out the cost of services or agree on a meeting time with a lawyer.

liquidate Russian company by joining the offshore - a popular way of liquidation. It is believed that by joining the company to a non-resident, the company and its founders relieve themselves of responsibility for all violations and, in general, any actions of the company that occurred before the moment of liquidation. The tax authorities, having no agreement on the exchange and legal assistance, as well as on the collection of taxes, formally cannot impose any penalties on the offshore company.

For this purpose, for relatively little money, an offshore company is registered and a legal entity registered in the Russian Federation is attached to it.

This is how some people explain the alternative liquidation procedure. consulting companies. But despite the fact that the above explanation sounds logical at first glance, alternative liquidation, in fact, is not liquidation at all. Let's see what this procedure really is and what consequences those who decide to use it may face.

Alternative liquidation: the procedure behind the name

Alternative liquidation- sounds nice. They decide to resort to it, often focusing on the name. It's no secret that troubled firms, whatever those problems are, pose some threat to their founders, owners, and directors. That is why the decision to liquidate is made.

The accession of a company to an offshore company is in fact not a liquidation, but a replacement of a shareholder. In some cases, directors are also changed. The company actually continues to exist. Moreover, scammers can take advantage of it and use it for their own purposes. It's just the owner that changes.

The company does not die, but continues to exist. You pay money for this service, but you do not receive a certificate of liquidation.

Subsidiary Liability

What could happen next? If new nominee directors use your company for their own purposes, violating the law, then the police, the investigative committee or tax authorities start searching for the culprit. And they will not look for mythical nominal directors, but for real, actual owners, as a result of which a criminal case may be opened against you, as the actual founder. Given that good companies no one quits, the owners will also be reminded of past “merits”, coupled with subsidiary responsibility for new actions.

Unfortunately, there is no alternative liquidation in the legal sense of this concept. And there is a change of director and shareholder to someone else. Problems do not go away, but remain, and with the risk of new, much more serious ones.

The tax authorities will never allow a “problem firm” to join another company. It's just legally impossible. Even within the country, joining a company from another region is now virtually impossible, the tax authorities are preventing this in every possible way.

Liquidation is always accompanied by the issuance of a certificate of liquidation, which is issued by the tax authorities. All the rest are illegitimate actions that do not free from problems, but entail serious consequences.

If you want to liquidate your company, do not look for easy ways, but take advantage of the opportunities for legal liquidation that can still be realized with the help of experienced lawyers. They will describe everything to you underwater rocks and help you obtain a certificate of liquidation.

Photo by Denis Yakovlev, Clerk.Ru

Recall that the so-called "alternative liquidation of a legal entity" is usually understood as a set of measures, the implementation of which ultimately allows to achieve desired result- exclusion of the company from the Unified State Register of Legal Entities without any checks and consequences for the controlling persons.

It's no secret that the legislation in the Russian Federation is changing not only rapidly, but somehow quite lightning fast. New laws are stamped, resonant decisions and explanations are issued, formal and informal “pointers” are sent down to various regulatory and judicial authorities. The “rules of the game” that govern the procedures for the alternative liquidation of legal entities were no exception, having undergone cardinal changes in the blink of an eye. Amendments were adopted to 127-FZ "On insolvency (bankruptcy)", amendments were made to 129-FZ "On state registration legal entities and individual entrepreneurs”, have been updated Civil Code of the Russian Federation, as well as a number of other legal acts regulating the procedures and technologies for the alternative liquidation of firms. Simply put, the liquidation was completely different from what it was just a month ago.

However, the abundance of commercial proposals for the closure of legal entities that are replete with the Internet, as well as spam mailing, which with enviable regularity breaks through the filters to corporate mail, forced a deeper understanding of this issue. A healthy legal curiosity arose - and maybe there are still some ways and detours, gaps and loopholes in the updated legislation (as is often the case). Yes, such that it would be possible to build on their basis something like "green corridors" for the liquidation of firms without inspections. To find an answer, we analyzed commercial offers liquidation of legal entities, highly specialized forums, as well as a number of freelancer and law firms in several regions of the Russian Federation. Half day two lawyers posing as owners and directors commercial structures, specially corresponded, called up the “liquidators”, made inquiries, collected information, sent the “client” (data from one of our organizations) for verification by the OGRN. The conclusions were disappointing. Commercial proposals for liquidation, to put it mildly, do not correspond to the realities of law enforcement practice. What they are proposing contradicts what the authors of the proposals themselves are discussing behind the scenes. Here we make a small important reservation - if someone sees inconsistencies in the examples below, in some regions the situation is different, please write in the comments, because the purpose of this material is not to denigrate or “throw a stone” at someone side, but, on the contrary, to warn against traps. After all, as you know, forewarned is forearmed.

So, summer has flared up with the June heat, and with it, the market for alternative liquidation of legal entities literally blazed with heat - “reorganizations by merger”, “sales” of companies, “change of directors and founders to offshore” and the like. It should be noted that any procedures, measures and half-measures that allow ultimately to liquidate a legal entity without inspections are fairly popular in our country in view of objective and subjective reasons - after all, the taxpayer in the Russian Federation is always to blame by default, so look for "escape routes" - liquidation without checks - his natural right. In this regard, the scale of the “unexpected” fire of alternative liquidation procedures has affected hundreds, if not thousands of legal entities. So many things hung, how many have never hung. It can be said that the “alternative liquidation apocalypse” has happened.

From June 14, 2016, all forms 16001 “Application for state registration of a legal entity in connection with its liquidation”, submitted to the Federal Tax Service No. 46 for Moscow, began to issue decisions on the suspension of state registration. Formally, for a period of one month, for a thorough check of the submitted information. However, according to confirmed information, the suspensions will be followed by mass refusals to complete the initiated reorganizations. The same, a little earlier, happened in Kazan, which has recently become the “Hong Kong” of alternative liquidations, as well as in other regions of the Russian Federation. Thus, procedures for the liquidation of firms were frozen almost throughout the country. Order of the Federal Tax Service dated February 11, 2016 No. ММВ-7-14/ [email protected]"On the approval of the grounds, conditions and methods for carrying out the procedures specified in paragraph 4.2 of Article 9 federal law"On State Registration of Legal Entities and Individual Entrepreneurs" of events, the procedure for using the results of these events, the form of a written objection to the upcoming state registration of changes to the charter of a legal entity or the upcoming entry of information into the Unified State Register of Legal Entities, application forms individual about the unreliability of information about him in the Unified State Register of Legal Entities" has entered an active phase.

It should be recalled that around the end of 2015, the screws were “tightened” in the so-called “liquidation of companies through offshore”, when the tax authorities began to massively issue refusals on attempts to change the sole proprietorship executive agency and members of liquidated firms on foreign companies and oblige the latter to register branches on the territory of the Russian Federation, with the corresponding payment of six-figure state fees. The “liquidation of an LLC through a change of director and founders” became much more complicated, when the fiscals began, among other things, to demand notarized decisions of the participants. In addition, the "stop lists" of mass managers and nominal shareholders were finalized and fully implemented. In a number of regions, police officers joined this “service”, and they began to wonder why this or that person needs so many organizations that he is listed as a director or participant there. From 01/01/2015 it was very difficult to change the region of tax registration of a legal entity (migration), and from 01/01/2016 in the vast majority of regions it became virtually impossible.

The technology of liquidating a company through a simplified bankruptcy procedure for a liquidated debtor, which was widely used until recently, also lost its meaning. Amendments to the main law regulating this procedure, namely, 127-FZ “On Insolvency (Bankruptcy),” introduced norms that deprive the debtor of independently indicating the desired candidate for a “loyal” arbitration manager. Article 37 of FZ-127 “on insolvency (bankruptcy)”, subject to amendments, began to sound as follows: “... The debtor’s application indicates the name and address self-regulatory organization 5. For the purpose of designating a self-regulatory organization of insolvency practitioners in the debtor’s application, it is determined by random selection in the manner prescribed by the regulatory body, upon publication notification of filing a debtor's application with the arbitration court.

The rules of the game have changed - laws have changed, law enforcement practice has changed. However, despite this:

1. The Internet is brightly full of announcements about “reorganization of an LLC by merger”, “liquidation of an LLC through reorganization” and the like. Moreover, when, out of really healthy legal curiosity, questions were asked with a request to indicate the region of assignees and the OGRN of organizations that passed in June, not a single law firm gave us a clear answer, referring to the "commercial secret of this information."
2. Proposals for changing the region of location legal address LLC (migration), despite all the changes, has also become no less, but rather more. And here, a “specific” truncated portfolio was sent to the request for the OGRN of past companies - no more than 3-5 companies that went to a fresh address. But we never saw the next one. Conclusion - there will be a clean, "zero" address - there is a big chance to move to it, but you need to manage to get into the top five.
3. Worked out commercial proposals for the "liquidation of an LLC through offshore". And the most beautiful - with clever words and business pictures. We were offered to make the first payment in rubles, the second at the exchange rate in foreign currency - apparently for greater entourage. To the question “send the OGRN of completed projects” - silence again. Apparently, the passion for prepayment took its toll here too.
4. Tried several times to get legal organizations, offering bankruptcy services under the simplified procedure of the liquidated debtor - how are they going to nominate their "loyal" arbitration manager, because this is really interesting. So far, no clear answer has been received from anyone.
5. It is worth noting that several law firms gave us reasonable guarantees of alternative liquidation (the cost, however, exceeded even the cost of the bankruptcy procedure). However, their offers are a drop in the ocean, which is completely clogged by the aggressive marketing of unscrupulous salesmen.

Therefore - be vigilant. Good luck and success in business.

Liquidation of company- a procedure that is aimed at terminating the work of a legal entity. The main difference from reorganization is the fact that here the rights and obligations of the organization cannot be transferred to other entities. Alternative liquidation of an LLC- a more "flexible" way of closing, carried out in several ways:

• Through the sale.
• By reorganization through a merger of companies.
• through a change in leadership.

The alternative liquidation of a company is good for its simplicity of organization and absolute legality. What are the features of each type of such company closure? What are the possible risks? What to consider?

Alternative liquidation of LLC: sale

This option is typical for situations where it is required to liquidate a company in a short period of time and avoid an on-site tax audit. The advantage of the method is high speed problem solving. On average, the liquidation through sale process takes no more than 14 days. The total costs in case of attracting specialists are at the level of 8-9 thousand rubles.

The algorithm looks like this:

• Old and new members sign an agreement.
• The executed document of sale and purchase is certified by a notary.
• An application is sent to the registration authorities with a request to make an appropriate adjustment to the Unified State Register of Legal Entities.

The main features of the alternative liquidation of an LLC by sale:

• There is no need for an on-site inspection by the Federal Tax Service.
• There are no liquidation commissions.
• There are no publications in the media.
• There is no need to meet the needs of creditors.

The advantage of such liquidation is that the company continues to operate. It remains in the unified state register, and loan obligations still remain in force (as well as debts on contributions or tax payments). That is why, in the event of a sale of an organization, creditors have the right to make claims against the former management.

Liquidation of a company by merger

Another way is the reorganization of the enterprise, as a result of which the rights and obligations are transferred to another company. In this case, the liquidated structure ceases to exist. The entire process of closing an LLC (unlike the previous method) takes longer - up to 90 days. This is due to the need to submit a notification of the start of the process to the registration structures. The following must also be done:

• Twice published information about the start of the reorganization in the media.
• An act was drawn up on the transfer of papers to the new head.
• Changes have been made to the unified state register.

After the completion of the alternative liquidation, the company "falls out" from the list of the Unified State Register of Legal Entities.

Alternative liquidation by change of leadership

In this case, the members of the LLC gather and appoint a new director. The newly elected manager takes on all the risks associated with the company's activities. After the appointment, he submits to the Federal Tax Service applications for appointment, as well as the minutes of the meeting (there must be signatures of all LLCs). In addition, after the change of the head, all documentation on cooperation with banks is reissued. Now the process of alternative closure of the LLC is considered completed.

If you urgently need to close a production, firm or company, then alternative liquidation can serve as the best way to do this quickly and as painlessly as possible.

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One of the significant advantages in the alternative, so-called liquidation, is the fact that from the lists of the Unified State Register of Legal Entities (Unified State Register legal entities) the company cannot be excluded. Therefore, in such a procedure and its consequences, there are pluses and minuses.

What it is

The concept of "alternative liquidation" appeared relatively recently. Business closures alternative way can also occur through the mechanism of bankruptcy and even reorganization - there are plenty of ways. And they do not always mean liquidation.

The following procedures are usually applied in classical and full liquidation:

• shares of participants (founders) are sold;
• the sale of property is carried out with the subsequent repayment of debts from the proceeds;
• change of participants or directors;
• the possibility for one of the participants to leave the board of directors in order to increase the authorized capital (incomplete liquidation, which is usually carried out through reorganization);
• closing a legal entity through offshore;
• exclusion from the Register (data bank of the Unified State Register of Legal Entities) of legal entities);
• closing all accounts and getting rid of seals and company stamps with strict reporting forms;
• obtaining a certificate that the registration of a legal entity has been canceled and such a company no longer exists.

But already when the mechanism of an alternative method is connected with radical changes in the company, its details and registration data remain in the State Register database (EGRLE).

At the same time, the real head, who is officially registered over the company, will bear subsidiary responsibility for the crime. Even the founder can become such.

In addition to criminal liability, alternative liquidation with violations can lead to blocking by tax office right to drive economic activity companies.

Then the enterprise cannot be reorganized until all debts to the state budget as a taxpayer are paid off.

It must always be remembered that in any case - alternatives illegally - in the end, all this will attract the attention of the tax authorities. Inspectors will always find responsible persons, and they will have to answer according to the full program prescribed in criminal law.

If these were successors, then the responsibility will be borne new company, which allegedly merged with the debtor company.

If this is a change of leaders, the founder will be responsible, etc. If this is a complete cessation of activity at an illegal level, the former successor, owner, founder, director will be held liable.

Consequences of alternative liquidation

The mechanism for changing leaders is connected when they want to save on the payment of debt amounts to creditors. According to the law, the founders may not be 100% liable for the debt obligations of their organization.

They will only bear subsidiary liability and they will be attracted to it in the form of paying a large fine (the Civil Code of the Russian Federation). By the way, such a fine can be divided into parts to make it more convenient to pay.

If there was no change of leadership, and the enterprise was closed by illegal measures, then the proceedings will simply be conducted directly with its former owners. Therefore, no one will escape responsibility anyway, as many of the owners of firms may mistakenly believe.

Price

In most cases, this type of so-called liquidation of an enterprise is much more expensive than using the official, classic legal mechanism for closing a company.

For comparison, you can specify several options for alternatives against the background of the official liquidation of the enterprise.

Comparison of prices for carrying out certain mechanisms for the liquidation of an enterprise:

Name of service	Timingfulfillment	Cost, rub.
		for services	notary	final
Official liquidation process (legal)	For 4 months maximum	20 000	8 200	28 200
Alternative 1. Liquidation by increasing the amount of authorized capital investments (illegal)	For 30 days	20 000	6000	26 000
Alternative 2: Liquidation through change of directors of the founder or director (illegal)	For 20 days	20 000	14 000	34 000
Alternative 3: Liquidation through change of directors or founders together with change of address (address may not be shown) (illegal)	For 20 days	25 000	16 000	41 000
Additional services:
Close bank account	For 5 days	2000	2000	4000
Get duplicate documents urgently	For 2 days	1000	450	1450
Get duplicate documentation	For 6 days	1000	250	1250
Get a duplicate TIN certificate	For 7 days	1000	300	1300
Get an extract from the Unified State Register of Legal Entities	For 6 days	700	250	950
Urgent receipt of an extract from the Unified State Register of Legal Entities	For 2 days	700	450	1150

If the owner of a firm or company wants to use the services of one of the alternatives, he should remember that the cost will increase depending on how much the regulatory authorities are likely to show interest in a reorganized or formally closed firm. The greater the risk, the higher the price will be.

Alternative company liquidation

To carry out the liquidation of an organization, one of the alternative methods may request the following papers, which should be prepared in advance:

• certificate of state registration of a legal entity (OGRN);

• taxpayer certificate (TIN);
• extract from the Unified State Register of Legal Entities;

• protocol or decision on the appointment of the head to the position of general director;
• protocol or order on the establishment of the enterprise;
• Charter with all additions and changes;
• a notarized copy of the Articles of Association;
• civil passport of the director or other representative of the legal entity authorized to represent liquidation interests;
• TIN of the head, representative of the legal entity.

In addition to these basic documents, depending on a particular situation, liquidators may request other documents.

It is almost impossible to independently do the entire procedure in an alternative way to stop the activities of the enterprise.

Here you need experience, skills and knowledge of the intricacies of specialists. Which, moreover, still have access to the state tax authorities in order to be able to find out in time exactly when the audit from the tax inspectorate is coming.

Roughly speaking, the entire procedure for liquidating a company by an alternative method may look like this:

1. The owner makes a choice in favor of following options(alternatives):
   • reorganization;
   • change of leadership (with or without a notary);
   • complete cessation of activity within a year.
2. When reorganizing, a package of documents on joining another company can quite legally be submitted to the tax office.
3. In case of sale (change of founding management):
   • a protocol or decision is issued on the introduction of a new founder into the company;
   • then a notification is submitted to the tax office about a new person - a member of the organization;
   • the former founders or the founder withdraws, while giving his share to the LLC;
   • the alienated share passes the stage of distribution between the participants (the tax inspectorate is also notified about this);
   • on the basis of the Civil Code of the Russian Federation, the contracts that were previously concluded with the departed director automatically become invalid;
   • payment to creditors not under automatically terminated contracts due to change responsible persons- does not enter their accounts.
   • In the absence of debts to creditors or state institutions, alternative liquidation will be painless, without attracting the attention of tax authorities and other services that can fine the enterprise or its owners.