Under the liquidation of legal body we understand preparation of the complete set of the documents necessary for the termination of activity without transition of the rights and duties as assignment to other persons and realization of an exhaustive set of procedures as liquidation of the legal person, necessary for liquidation of the legal person.

Thus, at reception of the order for liquidation of the legal person we incur the obligation:

• To consult you on all questions, concerning liquidations of the legal person, including consultations on preparation of intermediate-liquidating balance and liquidating balance;
• To prepare the complete set of necessary documents for liquidation of the legal person;
• To prepare the list of creditors of the company; to publish in the publication the information on the accepted decision of liquidation; to notify all creditors known to the Society on the accepted decision of liquidation;
• To carry out interaction and to carry on negotiations with the state bodies, necessary liquidations during procedure of the legal person;
  To give necessary documents in registering body for the state registration of liquidation of the legal person;
• To receive the registered documents from registering body;
• To carry out necessary accompanying procedures under the notice of other state bodies on the occurred liquidation of the legal person.

How we will do it

• That we could begin work on liquidation of the legal person, it is necessary for you to contact us;
  
• You can call us by phone and our expert will carry out primary consultation, will direct you the questionnaire for finding-out of all nuances, will request necessary documents and the information;
• You can call us and cause our expert to you in office for personal meeting and discussion of all questions;
• You can visit our office: at personal meeting our expert will carry out primary consultation, will fill with you the questionnaire for finding-out of all nuances, will request necessary documents and the information;
  
• After you will give the filled questionnaire and the necessary information to our expert, within one day we will prepare algorithm and the technical project on liquidation of the legal person and we will give to you for the statement;
  
• After you will give the filled questionnaire and the necessary information to our expert, during time specified in the technical project, we will prepare all necessary documents and we will give them to you for signing;
  
• After you will sign all necessary documents and will transfer them to us in office, our expert will transfer documents to the state registration in registering body;
  
• After reception of the registered documents from registering body, we will carry out necessary accompanying procedures under the notice of other state bodies on the occurred changes.

The given list of procedures is not settling and can change depending on the organizational-legal form of the legal person and requirements of the customer.

The basic concepts

Liquidation of the legal person is a form of the termination of activity without transition of the rights and duties as assignment to other persons. Carrying out of this procedure probably in two cases: under the decision of participants (shareholders) or the body authorized on those by constituent documents, or under the court decision.

Participants (shareholders) appoint the liquidating commission (liquidator) and establish an order and liquidation terms.

The certificate on liquidation of the legal person stands out tax inspection.

Liquidation of the legal person is considered finished, and the legal body — stopped existence, only after record entering about it in the Uniform state register of legal bodies.

Kinds of liquidation of the legal person

Liquidation of the legal person can be both voluntary, and compulsory. Besides, in many situations reorganization of the legal person is possible.

In case of voluntary liquidation acceptance about it of the unanimous decision of general meeting of shareholders or participants of the legal person is necessary.

Compulsory liquidation of the legal person can occur under the court decision in cases of realisation of following kinds of activity:
Forbidden by the law;
Without the appropriate permission (license);
With other numerous or rough infringements of the law or other statutory acts;
In the presence of other bases provided ГК the Russian Federation.

Besides, the legal body can be liquidated owing to recognition its insolvent (bankrupt).

The state bodies or the local governments, which law gives the right to a presentation of requirements about liquidation of the legal person, can address with the claim in judicial bodies.

There are the certain requirements which default involves liquidation:
If the number of participants of Open Company exceeds (Joint-Stock Company) 50, it is subject to transformation to open joint-stock company (Open Society) within a year. After this term the enterprise is subject to liquidation in a judicial order if the number of participants does not decrease to the limit established by the law.
If the rest of the authorized capital after the expiry of the term remains not paid, the society is obliged to reduce the size of the authorized capital and to register this reduction or to stop the activity by liquidation.
If cost of pure actives of a society becomes less the than minimum size of the authorized capital defined by the law, the society is subject to liquidation.

Order of voluntary liquidation of the legal person
Acceptance by general meeting of a society of the decision on liquidation of a society and appointment of the liquidating commission; the statement of structure of the liquidating commission; the statement of the project of terms and an order of liquidation of the legal person.
Direction of the message on liquidation under the established form in tax body in an account place in 3-day term from the moment of decision-making on liquidation.
Placing of the message on society liquidation, and also about an order and term of the statement of requirements its creditors (this term cannot be less than 2 months from the moment of the publication) in press organs.
Carrying out after the termination of term of a presentation of requirements by creditors of session of the liquidating commission on which the project of intermediate liquidating balance affirms. The project should contain data on structure of property of a liquidated society, the list of requirements shown by creditors, and also the information on results of their consideration.
The coordination of intermediate liquidating balance with the body which is carrying out the state registration of legal bodies.
The liquidating commission carries out sale of property of a society from the public auctions in an order established for execution of judgments (in that case when it is not enough money resources of a society for satisfaction of requirements of creditors).
The liquidating commission hands in statements for removal from the account in tax body and off-budget funds which spend checks of a liquidated society. Upon termination of checks the given bodies give out inquiries on absence of debts at a society accordingly before the budget and off-budget funds.
From the date of the coordination with registering body of intermediate balance the liquidating commission makes monetary payments to creditors of a society in the following sequence:
The first turn — requirements of citizens before which the liquidated society bears responsibility for a trespass of a life or to health, by capitalization of corresponding time payments are satisfied;
The second turn — calculations on payment of severance pays and a payment with the persons working under the labor contract, including under the contract, and on payment of compensations under author's contracts are made;
The third turn — requirements of creditors under the obligations provided with pledge of property of the liquidated society are satisfied;
The fourth turn — is repaid debts against the budget and off-budget funds.
After satisfaction of requirements of creditors of the previous turns and not earlier than in 1 month after the statement of intermediate liquidating balance, the liquidating commission starts calculations with other creditors.
After end of calculations with creditors the liquidating commission holds the session on which confirms the project of liquidating balance.
The coordination of liquidating balance with registering body is made.
The liquidating commission distributes between participants (shareholders) remained after satisfaction of requirements of creditors property.
The liquidating commission reflects calculations with creditors and with shareholders of joint-stock company in the liquidating certificate.
On termination of calculations with shareholders the liquidating commission closes accounts in banks (it is necessary to inform on closing of each account in tax body in the established form within 10 days).
The liquidating commission transfers to storage in archive documents on society staff (orders, registration forms, cards of personal accounts on charge of wages or it is settlement-pay-sheet), and also reports of general meetings of a society. The documents acceptance in archive makes sure the inquiry which copy is transferred in registering body.

The liquidating commission submits to registering body for the purpose of the subsequent registration of liquidation of the society, following documents:

• The charter;
  
• Inquiries from tax body and off-budget funds about removal from the account;
  
• Inquiries from banks about closing of accounts;
  
• The letter from statistics bodies about removal from the account;
  
• The inquiry from archive;
  
• The declaration on destruction of the press and stamps.

The registering body gives out the inquiry on society liquidation. From the moment of an exception of the Uniform state register the society is considered stopped the existence.

The liquidating commission submits copies of inquiries on society liquidation to tax body and off-budget funds.

The tax body gives out the notice on removal of a society from the tax account.

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