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The liquidation of a Limited Liability Company (LLC) is carried out in accordance with Articles 61, 63, 64, 92 of the Civil Code of the Russian Federation and Chapter 5 of the Federal Law "On Limited Liability Companies". Consider the elimination algorithm of LLC

You will need

Get the Civil Code of the Russian Federation (you will need 1 part of it), as well as the Federal Law "On Limited Liability Companies" No. 14-ФЗ in the newest version.

Instruction manual

1

In accordance with the law, an LLC can be liquidated either voluntarily - by the decision of its participants, or by force - by a court decision (the second case is not analyzed in this article). The liquidation of an LLC implies the termination of its existence without transfer of rights and obligations in succession (for example, by inheritance) to other persons.

2

The procedure for voluntary liquidation is rather complicated. The executive body of the LLC (board of directors, director) proposes at the general meeting of participants to liquidate the LLC and appoint a liquidation commission. The general meeting of participants should accept this proposal and, accordingly, make a decision on liquidation. This is the “launch” of the liquidation process.

3

The general meeting of the LLC participants appoints a liquidation commission, to which from the moment of its appointment the right to manage the LLC’s activity passes. The liquidation commission shall publish in the media a publication on the liquidation of the LLC and on the procedure and deadline for making claims by creditors. Such a period may not be less than 2 months from the date of publication. Lenders must also be notified in writing by the liquidation committee of liquidation.

4

After two months (or a longer period for the claim to be filed by creditors), the liquidation commission draws up an interim liquidation balance sheet containing information on the property of the LLC, the claims of the creditors and their consideration. The balance is approved by the participants of the LLC.

5

Satisfaction of the claims of creditors occurs in accordance with the rules of priority. First, the requirements of citizens are satisfied, to which the LLC is responsible for causing harm to life and health, then calculations are made for the payment of severance pay and wages, then the LLC is calculated for payments to the budget and extra-budgetary funds, and last but not least with all other creditors.

6

If the LLC cannot satisfy the claims of the creditors, then its property is sold at public auction, and then the claims of the creditors are already satisfied from these funds. Upon completion of settlements with creditors, the liquidation commission draws up a final liquidation balance sheet, which is approved by the participants of the LLC.

7

After settlements with creditors, the liquidation commission distributes the remaining property between the participants of the LLC. First, the distributed but unpaid part of the profit is paid, then the property of the LLC is distributed in proportion to the shares of the participants in the authorized capital.