Elimination of credit institutions
Tuesday, May 11, 2010 0:42Liquidation of the legal person shall entail the cessation of its activities without the transfer of rights and duties in order of succession to other persons. A legal person may be liquidated (Article 61 of the Civil Code):
- by the decision of its founders (participants) or the body of a legal person authorized by the constitutive documents, including the expiration of the period for which created a legal entity, with achievement of the purpose for which it was created, or the recognition by the court invalidate the registration of legal person in connection with the admitted when it was established violations of the law or other legal acts, if these violations are ineradicable character;
- by a court decision in the case of activities without proper authorization (license) any activity prohibited by law, or with other repeated or gross violations of law or other legislation, or by the systematic implementation of social or religious organizations (associations), charitable or other fund activities contrary to its statutory objectives, as well as in other cases stipulated by this Code.
- The requirement to liquidate the legal person on the grounds referred to in paragraph 2 of this article may be presented to the court or public authority, local government, to whom the right to bring such a claim provided by law. A court decision to liquidate the legal person on its founders (participants) or body authorized to eliminate the legal person by its constituent documents, as may be assigned responsibilities for the implementation of legal party.
- A legal entity, a commercial organization or acting in the form of a consumer cooperative, charitable or other fund, may also be liquidated in accordance with Article 65 of the Civil Code as a result of the recognition of its insolvent (bankrupt). If the value of the assets of such entity is insufficient to satisfy creditors’ claims, it can be eliminated only in the manner provided for in Article 65 of this Code. Provisions on the Elimination of legal persons as a result of insolvency (bankruptcy) does not apply to state enterprises.
1.2. Grounds for liquidation
A legal person may be liquidated in accordance with a decision of the founders (participants, shareholders) or an authorized body of the constituent documents of a legal entity in connection with (Article 20 of the Law “On Banks and Banking Activity):
- expiration of the legal person;
- achieve the purpose for which created a legal entity;
- court decision on the recognition of legal entity registration invalid because of violation of law;
- court decision in the case where the legal entity does business without a permit (license);
- entity carries out activities prohibited by law;
- entity allowing multiple or serious violations of law;
- in other cases stipulated by law;
- as a result of ads entity bankrupt.
Liquidation of a legal person may be initiated by the authorized state body (eg Chamber of Registration – local or state-tion level, the tax inspectors and others). As a result of legal party activities of an entity is terminated without transfer of rights and obligations to others succession (Art.61, “Elimination of jur. Persons” of the Civil Code) (Article 20 of the Law “On banks and banking activities).
1.3. The procedure for voluntary liquidation
The decision to liquidate the legal person shall be taken by a duly authorized body. Participants – the shareholders of the legal person or body who took the decision to liquidate an obligation in writing made aware of this decision, public authority, carry out, Officer state registration of legal persons. Since the appointment of a liquidation commission goes to her administration entity. The liquidation committee may appear in court on behalf of the liquidated cBhP entity. The liquidation commission shall inform the media about the liquidation of a legal person, the manner and timing of the filing of claims by creditors. Deadline for submission of claims can not be less than 2 months since the publication of the message.
After the expiration of claims from the creditors, the liquidation commission shall compile an interim liquidation balance sheet. The interim liquidation balance sheet shall be approved by the authorized body and agreed with the government authority for registration.
The liquidation commission meets the monetary claims of creditors in accordance with the interim liquidation balance sheet as of the date of its approval in order of priority established by current legislation. Requirements of each priority shall be satisfied after full satisfaction of the previous turn. If the value of property entity is insufficient to satisfy claims of creditors, then liquidating the company should be used bankruptcy procedures. In this case, the liquidation commission shall apply to the arbitration court to declare bankruptcy. If the liquidation committee is not appointed to such a statement in court should ask the owner of the debtor.
The arbitral tribunal shall decide on the recognition of the debtor bankrupt and liquidated in bankruptcy and appointed bankruptcy trustee. Duties of the bankruptcy trustee could be entrusted to the chairman of the liquidation committee (Article 51 of the Law “On Insolvency (Bankruptcy) of Credit Organizations”). Creditors may file their claims within one month after publication of the advertisement on the recognition of liquidation of the debtor bankrupt. Violation of a request to the arbitral tribunal is grounds for refusal of entry into the unified state register of juridical persons on the termination of the legal person. The owner of the debtor’s property – a unitary enterprise, the founders (participants) and the head of the debtor, the chairman of the liquidation committee have committed the violation, shall bear subsidiary liability for outstanding claims for monetary obligations and mandatory payments to the debtor.
After the creditors’ claims, the liquidation commission shall compile a liquidation balance sheet, which is subject to approval by members (shareholders) of legal entity or the governing body to adopt a decision to liquidate a legal entity and agreed with the government authority for registration. Corporate property remaining after satisfaction of creditors’ claims, to be apportioned among the members (shareholders) in the order specified in the constituent documents of a legal entity, subject to the law applicable to the specific organizational and legal form of legal entity (LLC, JSC, Co-op) .
The elimination of the legal person shall be considered completed, and a legal person eliminated after making the entry on the Elimination of the unified state register of legal persons (Article 51, “Recognition of the liquidation of the credit institution bankrupt” the Law “On Insolvency (Bankruptcy) of Credit Institutions).
1.4. To accelerate the elimination of credit institutions, by decision of the arbitral tribunal in accordance with Article 61 of the Civil Code of Russia (CBR letter dated 28.10.98 ? 306-T)
Reports from the territorial agencies of Bank of Russia data on the liquidation procedures for credit institutions that have revoked the license for banking operations, indicate the occurrence of delays in liquidation procedures in the event of an arbitration court decision on liquidation of a credit institution in accordance with paragraph 3 of paragraph 2 of Article 61 Civil Code of Russia.
