How to liquidate a company in 2017

Liquidation of a company is a process that completes its activities and terminates all of its rights and obligations. This process can be voluntary or compulsory. Coercive is carried out by decision of the judicial authorities in the event that the company is declared bankrupt and does not fulfill its settlement obligations, or in the case of illegal activities of the company. Voluntary liquidation of a company is regulated by Art. 61 of the Civil Code of the Russian Federation.

Instruction manual

1

First of all, the founders of the company must decide on the termination of the company at the meeting of the founders and appoint a liquidation commission (paragraph 2 of article 62 of the Civil Code of the Russian Federation). The decision shall be reflected on paper and recorded.

2

Within three days, the commission must notify the registering (tax) authorities in writing (form P15001 and notarized form P15002) with an appendix of the decision on the liquidation and election of the liquidation commission (2 copies). Tax authorities make changes to the register. From this moment, any activity of the enterprise is prohibited, and all monetary settlements are made only through a commission. It is also necessary to notify the Pension Fund and the Social Insurance Fund in writing within three days.

3

The liquidation commission announces the cessation of the company’s activities officially in specialized print media in order to notify its creditors of the completion of work and the beginning of final settlements. Ads are placed in federal newspapers. The deadlines for levying lenders are limited to two months.

4

Employees and employees of the company are warned of dismissal against receipt for at least two months (paragraph 1 of paragraph 1 of article 81 of the Labor Code of the Russian Federation). The liquidation of the company is reported to the city employment office with the submission of information to all dismissed employees.

5

The liquidation commission develops and approves a plan for the procedure. It includes an inventory of the company's property, settlements with employees, payment of taxes (Clause 1, Article 49 of the Tax Code of the Russian Federation), preparation of an interim liquidation balance sheet after the deadline for claims by creditors (Article 63 of the Civil Code of the Russian Federation). The interim balance is approved by the founders of the company and is provided to the tax authority within three days. The tax authority has the right to make an on-site audit of the company over the past 3 years.

6

Settlement with creditors is based on their requirements and the interim liquidation balance sheet, taking into account the priority established by law.

7

After settlements with all creditors, employees of the company and payment of taxes, a liquidation balance sheet is prepared (Clause 5, Article 63 of the Civil Code of the Russian Federation), which is also approved by the founders and agreed with the tax authorities. The remaining property of the company is distributed among the founders according to their share in the authorized capital. Then all bank accounts of the company are closed, which is also notified to the tax office.

8

State registration of the termination of the company is made after making an entry in the register. For this, it is necessary to submit an application for state registration of liquidation of the company (Form P16001), a balance sheet, certificates from the funds about the absence of debt, a receipt for payment of state duty to the tax office at the location of the company. The certificate is issued after 5 days.

9

Final operations on the liquidation of the company include deregistration in various funds, the destruction of the seal and the delivery of all documents on the personnel of the company to the archive.