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The liquidation of firms begins with the adoption of a decision on liquidation by the governing body. Then a notification of the start of the procedure is submitted to the tax services and to the Unified State Register legal entities (USRLE), a corresponding entry is made. The next step in the process is precisely the appointment of a liquidation commission.

The liquidation commission, in accordance with paragraph 2 of Article 62 of the Civil Code of the Russian Federation, is appointed by the body that made the decision to liquidate the company. It could be:

• General Meeting of Shareholders;
• meeting of participants;
• judicial authorities, by decision of which the company is going to be closed.

Based on the decision to appoint a liquidation commission, all powers for further actions of the company pass into its competence.

The liquidation commission may consist of:

• from company executives;
• founders of the company or participants;
• representatives of the founders or participants;
• representatives labor collective the enterprise itself.
• The head of the liquidation commission is also appointed by the body initiating the closing of the company, usually it becomes CEO companies.

In accordance with Article 63 of the Civil Code of the Russian Federation, the liquidation commission must take the following actions:

1. Place in the press a message about the upcoming liquidation of the company, as well as about the timing and procedure for accepting creditors' applications for payment of debts. Moreover, the period for filing claims must be at least two months.
2. Notify creditors independently of what will be done by others possible ways, including in writing.
3. At the end of the appointed period, draw up a liquidation balance sheet, in which to display the entire list of tangible and intangible assets and liabilities. It must also contain complete information about the existing accounts payable and receivable and decisions on their satisfaction.
4. If necessary, the liquidation commission must carry out the sale of the company's property at public auction in order to ensure the payment of all existing debts.
5. Based on the interim liquidation balance sheet, the commission makes payments to creditors, while the order of payments prescribed by law must be strictly observed.
6. After all the requirements of creditors are satisfied, the liquidation commission is obliged to draw up a final liquidation balance sheet, which will reflect the final state of the enterprise.
7. Then the remaining funds are distributed among the company's participants who have rights in rem to them.
8. To complete the procedure, the liquidation commission submits an application to the tax authority for registering the liquidation of the company in the Unified State Register of Legal Entities.

After receiving the Certificate of registration of the liquidation of the company, the enterprise is considered liquidated, and the liquidation commission - terminated its activities.

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 executive power businesses move 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. It is necessary to submit 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 the court that issued the decision to terminate the work 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 authority is usually exercised by the CEO of the 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 of the 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 printed media mass media notes on the planned liquidation of the firm. 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 deadlines. 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 required payments have been made and financial resources still remained, 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:

1. Detailed display of all assets of the company and their analysis.
2. Collection of information about persons who can claim their rights to the property of the company during liquidation.
3. Dismissal of company employees. The procedure is standard, wages and other payments are made in accordance with labor legislation.
4. 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.
5. Analysis of existing debts. Collection of debts from debtors can be carried out according to written notice or after filing a claim with the court. The liquidation commission takes part in all court hearings on behalf of the enterprise.
6. Establishing order.
7. Distribution of the remaining assets among the founders.
8. Preparation of documentation for the removal of the company from their state register.
9. 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. Upon termination of work private firm the liquidator has the right to conduct such an auction independently.

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

• grade market value property 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.

According to Art. 62 of the Civil Code of the Russian Federation, 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. 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 contain 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.

The work of the liquidation commission of a legal entity

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 authority is usually exercised by the CEO of the organization.

Attention

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

Liquidation Commission LLC: rights, powers and responsibilities.

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Decision on liquidation and creation of a liquidation commission Composition of the liquidation commission Liquidator or liquidation commission: rights and obligations Purpose of the liquidation commission Results Decision on liquidation and creation of a liquidation commission Liquidation of a company is a very lengthy procedure. Civil Code The Russian Federation establishes the obligation of the founders or other persons who decide to start liquidation to notify the authorized bodies about this.

• protection of the rights of third parties;
• exclusion of any illegal actions on the part of the organization that is in the process of liquidation;
• proper oversight by supervisors government agencies behind the procedure.

From Art. 23 of the Tax Code of the Russian Federation dated July 31, 1998 No. 146-FZ, it follows that a notice of liquidation must be sent within 3 days after the relevant decision is made.

Liquidation Commission: the procedure for its formation

Important

The person or group of persons who are to conduct the process should be as much as possible aware of all the internal affairs of the company, be ready to answer the questions of members of the tax commission and ask their own. The law does not restrict you in choosing a liquidator - you can appoint anyone, even an individual who is absolutely not involved in your business, as a liquidator.

The liquidator may be:

• One of the founders of LLC.
• Company leader, CEO. In this case, you simply rename him to the liquidator, entrusting him to close the LLC that he managed, and therefore knows him from the inside.
• Chief Accountant.

  It will be easier for him to fix financial problems.

• Society lawyer with limited liability or a third party hired under a service contract. He will be as competent as possible if the case goes to court.
• Someone from the employees of the liquidated LLC.

Liquidation Commission

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 subject to subsidiary liability.
So, for example, if the liquidator does not report signs of bankruptcy in the company (insufficiency of property in order to pay off debts) within ten days, then he is held liable for new debts: payment of remuneration to the arbitration manager, 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.

What is the essence of the formation of the liquidation commission

However, in practice the situation develops in such a way that the composition of the liquidation commission includes:

• accountant;
• lawyer;
• economist;
• the founders of the organization themselves;
• other persons.

The liquidation commission is formed by issuing an appropriate act (order), which is announced to its members and the head. The powers to form the body in question, as a rule, belong to the competence of the founders of the company. Laws of the Russian Federation and other normative documents There may be certain requirements for the composition of the liquidation commission. This largely depends on the organizational and legal form, type legal entity, its members. For example, according to paragraph 4 of Art.

Chairman of the liquidation commission responsibility

• 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 tax office application for registration of 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.

Liquidation Commission - formation, composition, powers

The liquidation of an organization means the termination of its further activities. The purpose of liquidation is not only the termination of activities, but also ensuring the legitimate interests and rights of third parties (creditors, employees) in the process.

At the same time, liquidation can occur both voluntarily and involuntarily. In the first case, the founders of the company or other authorized body that has decided to liquidate it, appoints a liquidator or a liquidation commission.

Composition of the liquidation commission The legislation does not define the procedure for electing the liquidation commission, nor does it establish requirements for the entry into this body of any specific employees of a legal entity.

Who can be a liquidator

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 of the 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. Sample decision of the founder on liquidation Upon liquidation of an enterprise, 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 the appointment of its head.

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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:

• 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 initiator of liquidation may be the founder or participant of the organization, as well as its head or other body authorized to do so. founding 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 may be taken by the governing body together with the decision on liquidation or issued later in the form of an order (instruction), which indicates:

• information about the organization - name, address, registration data, other details;
• date and number of the act;
• the basis 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 a member of the organization is municipality, a subject of the Russian Federation or the Russian Federation, the commission should also include representatives of the relevant authorities.

Order on the establishment of a liquidation commission (sample)