Юридическо-оценочная фирма «ПАРТНЕР»
Liquidation of Limited Liability Company (hereinafter LLC).
Liquidation of Limited Liability Company is regulated by the Federal Law "On Limited Liability Companies" of February 08, 1998 N14-ФЗ and the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" of August 08, 2001 N129-ФЗ.
In accordance with Article 57 of the Federal Law "On Limited Liability Companies" of February 08, 1998, N 14-ФЗ a company may be liquidated voluntarily on the procedure defined by the Civil Code of Russian Federation in accordance with the requirements of Federal Law and the Articles of Association. A company may be liquidated by a decision of the court on the grounds provided by the Civil Code of Russian Federation.
For state registration of liquidation of LLC the following should be considered:
1. A legal entity may be liquidated:
- by decision of its founders (participants) or the body of a legal entity authorized by the constituent documents, including the cases when the period a legal entity was created for has expired or the purpose it was created for has been achieved;
- by a court decision for the reason of gross violations of the law made while setting up the legal entity if these violations are of inherent nature; or if a legal entity acts without proper authorization (license) or in a manner prohibited by law or with violation of the RF Constitution, or with other repeated or gross violations of law or other legal acts; or if a non-profit organization, including social or religious organization (association), charitable or other fund activities are inconsistent with its statutory purposes.
2. 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 of liquidation;
3. The liquidation commission shall place in the mass media which publish information on state registration of legal entities publication on the legal entity liquidation and the procedure and period of time for its creditors to apply;
4. When the period of time for creditors to apply with their claims has expired the liquidation committee compiles an interim liquidation balance sheet, which contains information about the property of the liquidated legal entity, the list of creditors' claims, as well as the results of their review;
5. After completion of payments to creditors, the liquidation commission shall draw up a liquidation balance sheet, which is approved by the founders (participants) of the legal entity or the body of the legal entity that took the decision to liquidate the entity;
6. The elimination of the legal entity shall be considered completed, and the legal entity shall be considered terminated after recording it in the state register of legal entities.
b) Liquidation of joint-stock company (hereinafter - JSC)
Liquidation of a joint-stock company is governed by the Federal Law "On Joint Stock Companies" of December 26, 1995 N 208-ФЗ and the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" of August 08, 2001 N129-ФЗ.
In accordance with Article 21 of the Federal Law "On Joint Stock Companies" of December 26, 1995 N 208-ФЗ a company may be dissolved voluntarily according to the procedure described by the Civil Code of Russian Federation taking into account the requirements of federal law and the Charter of the company. A company may be liquidated by a court decision on the grounds provided by the Civil Code of Russian Federation.
For state registration of JSC liquidation the following should be considered:
1. A legal entity may be liquidated:
- by decision of its founders (participants) or the body of a legal entity authorized by the constituent documents, including the cases when the period a legal entity was created for has expired or the purpose it was created for has been achieved;
- by a court decision for the reason of gross violations of the law made while setting up the legal entity if these violations are of inherent nature; or if a legal entity acts without proper authorization (license) or in a manner prohibited by law or with violation of the RF Constitution, or with other repeated or gross violations of law or other legal acts; or if a non-profit organization, including social or religious organization (association), charitable or other fund activities are inconsistent with its statutory purposes.
2. 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 of liquidation;
3. The liquidation commission shall place in the mass media which publish information on state registration of legal entities publication on the legal entity liquidation and the procedure and period of time for its creditors to apply;
4. When the period of time for creditors to apply with their claims has expired the liquidation committee compiles an interim liquidation balance sheet, which contains information about the property of the liquidated legal entity, the list of creditors' claims, as well as the results of their review;
5. After completion of payments to creditors, the liquidation commission shall draw up a liquidation balance sheet, which is approved by the founders (participants) of the legal entity or the body of the legal entity that took the decision to liquidate the entity;
6. The elimination of the legal entity shall be considered completed, and the legal entity shall be considered terminated after recording it in the state register of legal entities.