Liquidation of companies
Thursday, May 20, 2010 16:11You wonder: How do I deal with “annoying” firm?
We are able to help you eliminate your company (liquidation LLC, JSC, etc.) one of the following legal ways. Among our services is the elimination of firms with debt, liquidation of companies reorganization, liquidation of companies through the change of the founder. We make the elimination of any form of ownership of firms (elimination of unitary enterprises, the elimination of public enterprises, the elimination of commercial enterprises) and organizational-legal form (liquidation of LLC, unincorporated business).
In general, there are two options liquidation of the company: either to sell his company to others, or to exclude it from the Unified State Register of Legal Entities. The final step in the legislative point of view called “liquidation”. Under the liquidation of the enterprise in civil law refers to the cessation of a legal entity without the transfer of rights and duties in order of succession to other persons.
“The actual elimination of the company”
Oh, once we started talking about the liquidation of a business not just anywhere, but in Russia, first of all I would like to open a national characteristic as “virtual elimination” of the firm.
The meaning of this procedure lies in the fact that the company actually ceased to carry on any activity, not hand the tax records, but continues to appear on a public register.
Since the process of liquidation of the company, LLC, provided by civil legislation, rather laborious, and for failure to provide tax reporting penalties, Russia’s business has developed a legal scheme “de facto liquidation”.
Liquidation of the company in two possible forms:
* By changing the founders and head of the firm;
* Or reorganization in the form of merger or accession (in which all the rights and duties of “liquidating” the company was transferred to another company).
“Liquidation of the company” in the form of changing the founders and head of the company
If you decide to re-register their company, you first of all, faced with the question: to whom restructure? Because independently find altruists, who will take your company with the “good” that she could turn out, almost impossible. To do this, and there Nominee and nominee directors.
Again, unlike other “experts” in question “the elimination of firms, we necessarily conclude the contract for legal services (elimination Ltd., JSC), including finding a buyer for your shares, and show that not have to do with the liquidation of the company. Change of participants (shareholders) is based on the contract of assignment in the share capital (to eliminate LLC), or contract of sale of shares at par value (JSC). Next, have a new member (shareholder) will be decided on the change of the head, according to which your CEO will be removed from office and appoint another director.
The treatment includes a set of measures for transferring the liquidation of the company and the transfer of business documents new firm founders and the new Director General. Strict adherence to this procedure – “the holy of holies” of this mode of elimination. Trifles in this case no any important item. The whole procedure is based on the rich experience of law enforcement agencies. Only strict adherence to its guarantees you get rid of those problems, the decision which you have come to us.
All these changes are required to attend state re-registration, following which we will provide you with all the documents proving that the names of the names that you and your partners have not listed in the database, the registration authority.
More formalized act by which the former CEO of passes, and the newly elected Director General shall take all the constituent, accounting, banking and other documents of the company. Signed a new director general at this act would be certified by a notary, that gives you an extra guarantee of capacity CEO.
The whole procedure is liquidation of the company as CEO and changing parties last no more than 5-7 days, which often plays a decisive role in the expeditious removal from the responsibility for the activities of liquidation of the company.
“Liquidation of enterprises” in the form of reorganization
Another popular version of “liquidation” – of the reorganization by merging your company with any other company or by acceding to it.
The essence of the elimination through the reorganization is that your company ( “liquidated”) joins the other and thus cease to function.
To do this we need to provide all the founding and registration documents, then we on our part to prepare a decision on the merger or accession, as well as all the necessary documents. These documents are then available to the tax authorities for registration.
At the same time the media published the announcement of the reorganization, creditors are notified in writing and state authorities. Upon completion of the entire procedure merged company will cease to exist and will be excluded from USRLE, charged with tax and other types of records, and its commitments following the reorganization will be transferred to another company – the successor. The same thing happens when you merge
After this you will receive the entire package of documents confirming the completion of reorganization and the termination of your company. In this case your head passes by the act of reception and transmission, all documents of the company.
This scheme “liquidation of the company” implies that a successor for some time quietly survive, and then be eliminated in the prescribed manner by the legislator.
If your firm is registered in another region, initially advisable to change the location of the firm, and subsequently eliminate it in the form of reorganization.
As with the change of ownership, liquidation of the company through the reorganization is actually not a liquidation. Simply civil and legal obligations of owners against unnecessary and more companies move to other persons. Your task before this type of “liquidation” – to decide on the implementation of the existing assets of the firm.
Although the reorganization and is a legitimate way to stop the activities of the firm, the main thing it does not make mistakes in choosing a successor company. In this case you really need to understand that your company is, say, in the heavily in debt, will not accede to the company, which will pay on your debts and take responsibility for past abuses. No one wants this, because no altruists. Therefore, the “liquidation” the company added to the exactly the same firms that are only legally registered foundation documents.
One variety of liquidation of the company through the reorganization – the selection of the new composition of your company. It’s the transferred all or most of accounts payable, and to clearly show the true idea of the combination will need to pass some of the low liquidity of illiquid assets and receivables. Then the old firm, getting rid of debts, or sold or merges with another, or just completely officially liquidated in due course.
You can do and vice versa: to select a new company and give her no liabilities and assets. That being said, matter of taste. Then against the firm, which has debts begin bankruptcy proceedings.
But this method with allocation of the firm, as opposed to mergers and acquisitions, most clearly demonstrate the true intentions of the owners of the reorganized company, so their actions can easily be classified under the Criminal Code.
The bankruptcy of a debtor in liquidation
Bankruptcy liquidation of the debtor is a kind of simplified bankruptcy procedures.
This type of bankruptcy does not affect us in vain, because very often in practice already during the voluntary liquidation of the company revealed debts, which have nothing to repay.
Simplified bankruptcy procedure is characterized by the relative speed of the trial and implementation of bankruptcy procedures (in fact, only one of them – bankruptcy proceedings).
The reasons for the debtor (company) in liquidation, do not matter. They may not be related to insufficient assets to meet all the requirements. Important thing. If in the process of elimination it appears that the company is unable to pay the claims of creditors, the liquidation of the firm should continue in accordance with the law of insolvency.
As a mandatory feature of bankruptcy serves the finding of a lack of value of the assets of the liquidated company to satisfy creditors’ claims against the backdrop of the already adopted decisions on liquidation. This can be identified as the executive authorities, as well as the liquidation commission firm.
The head of the debtor or the chairman of the liquidation commission (liquidator) are required in this case apply to the arbitral tribunal a statement of the debtor not later than one month after discovery of deficiency of assets of the debtor to satisfy creditors’ claims.
Failure to fulfill this obligation entails the subsidiary liability of the persons concerned, for obligations arising after the expiration of that period. Therefore, we strongly recommend a timely manner on the liquidation and bankruptcy professionals to avoid liability (including a subsidiary).
Responsibility of the company and its officers
Timely requested from us, you have a great advantage over others in the “liquidation” of your company, especially when you find out about the planned tax audit, calculation by calculation of arrears.
Company activities, particularly commercial, risky. Not every founder (participant), the leader of the forces to calculate the prospective operation of the company. Therefore, for the participants of business is very important quality is the intuition of a merchant, which in time will tell that it was time to depart from the “shown” the company, before you brought to tax liability. And under certain circumstances “case” for your company and, in particular, you will be transferred to law enforcement authorities for criminal prosecution.
Criminal Code of Russia has enough articles that can be applied to you. In particular, the criminal liability of directors, chief accountant and the owner (if it is directly to directions led to a debt) can occur in cases:
* Evasion of taxes and fees (if the arrears in the budget is large or very large size) (Art. 199 of the Criminal Code);
* If you do not repay the arrears through concealment of the company (Art. 199.2 of the Criminal Code);
* For willful failure to return payable on a large scale (Article 177 of the Criminal Code);
* Misconduct in bankruptcy, deliberate and fictitious bankruptcy (Articles 195-197 of the Criminal Code), etc.
Article 75 of the Tax Code provides tax authority has the right to increase the information available to your company’s tax arrears and fees by charging penalties on this amount. Penalty is a compensation for losses the state treasury as a result of shortfalls in tax amounts in the period in case of delayed payment of tax and represents an additional and mandatory payments to the budget.
Accrual of penalties made for each day of delay is determined as a percentage of the unpaid tax or fee.
The earlier edition st.75 Tax Code provided that “in all cases, the penalties may not exceed the unpaid tax.” This version of this article of the Tax Code does not limit the tax authority in the amount of the Agreement. Therefore, even minimal arrears to the budget may increase significantly due to charge penalties to be collected from you without recourse.
If you believe that the solution to all your problems will be the destruction of the books of the company, then you are mistaken. Article 31 of the Tax Code allows the tax authority “to determine the amount of taxes to be paid by the taxpayer in the budget (extra-budgetary funds), calculated on the basis of information available to them on the taxpayer, as well as data on other similar taxpayers in the event of failure for more than 2 months tax authority required for the calculation of tax documents, lack of income and expenditure or in violation of the established order. ”
Therefore, we recommend: no matter what difficulties may have been problems in the firm, and no matter how large or has been payable, if you want to avoid the hassle, you better turn to specialists. We will help you pick the best alternative liquidation of your company, given the current situation and all the nuances that you will not notice. Of course, have to be prepared for certain, and sometimes considerable, monetary costs, but in any case they will be lower than those that may follow if you decide to liquidate the company itself.
What is not recommended for liquidation of the company.
First, do not rush to file in the registry a notice of the liquidation of the company, because the law prohibits the holding of any changes in the company, which is in the process of liquidation. And in this case, you will render yourself a disservice. Alternative method of elimination you will no longer exist. What it should be? Passage of all checks on taxes and duties for the past three years, the payment of any arrears in the budget, as well as punitive damages that may arise during the audit. Delete the firm from the state register is possible only in the absence of debt. So often voluntary liquidation lasts for years. If the accounting and tax reporting did not give up because of lack of economic activity, it also does not exempt you from liability for late delivery of reports, more than that you will need to repair it and pay the fines.
Secondly, do not advise you to choose the cheapest service on the Elimination of the company. Obviously cheap prices, as a rule, and provide poor quality problem, and sometimes even increase the problem several times. In our practice, there are situations when customers come after the “legal advice”, with subpoenas to appropriate law enforcement authorities, as individuals who were sold to the company, were non-existent or already dead on the day of the transaction. As a result, it turned out that the former founders came to eliminate normal company with no debt and problems, and have amassed a “headache”, from which you can already get rid of in other ways and for different charge. In such cases, thinks of “avaricious pays twice.” Do not skimp on a competent and professional closing of your company and only in this case, you really forget about it.
And thirdly, we should not forget that just quit the firm and consider it closed without any re-registrations is not a solution, but only makes it worse. Based on the fact that the information on leaders and members of your firm contained in a single State Register of legal persons should be that, until you change the data to others, you will continue to be responsible for the acts and omissions of the company, including those for late delivery of accounting and tax reporting.
Many believe that the failure of documents for tax audit, if any, already appointed, the means to avoid liability. Practice has shown the opposite effect. The legislator has provided the tax authority the right to conduct checks on analogy, ie Tax Inspectorate shall have the right to seek information on bank accounts, and, based on these data, assess taxes and mandatory payments to be paid to the budget. In this case, the amount may be much greater than for the primary accounting documents. In other words, saying, if you think it’s better to play it safe and did not submit accounts to check, thinking – “you never know what, there is a real opportunity to become indebted to the budget at a much higher amount. What to do if tax inspection has already been appointed and how to avoid negative consequences? These are the questions you will answer the specialists of our company for consultation in our office.
So, in order that we really were able to assist you in deciding whether liquidation of the company, you must provide us with the following documents:
1. Certificate of state registration of the firm.
2. Certificate of entry of information about the company in USRLE (appropriation BIN).
3. Certificate of tax registration (assignment TIN).
4. Founding documents of all registered amendments and additions.
5. Protocol for the appointment of the head of the firm.
6. Information letter from statistics.
7. Notice to the policyholder from extrabudgetary funds.
8. Photocopies of your passport data of the participants and leader.
9. The latter handed to the tax authority’s balance sheet with details of the debt (list of creditors and debtors).
