The order of creditors' claims during liquidation. Order of payments upon liquidation

According to paragraph 4 of Art. 63 Civil Code of the Russian Federation payment sums of money creditors of the liquidated legal entity carried out by the liquidation commission in the order of priority established by Art. 64 of the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the date of its approval, with the exception of creditors of the fifth priority, payment to whom is made after one month from the date of approval of the interim liquidation balance sheet.

In this case, the following sequence is observed:

First of all, the claims of citizens to whom the liquidated enterprise is liable for causing harm to life or health are satisfied by capitalizing the corresponding payments. The calculation of these payments, in accordance with the explanations of the Russian Ministry of Labor, is made based on average duration the lives of men (60 years) and women (70 years) separately, increased by 10 years. In accordance with the Procedure for contributing to the Fund social insurance RF capitalized payments upon liquidation of legal entities - insurers for compulsory social insurance against accidents at work and occupational diseases, approved By Decree of the Government of the Russian Federation of November 17, 2000 No. 863, the payment of the calculated amounts of capitalized payments is carried out in the order of priority established civil law. The timing of the transfer of capitalized payments is determined by the liquidation commission (bankruptcy trustee) in agreement with the insurer
secondly, settlements are made for the payment of severance pay and wages with persons working under employment contract, including under the contract, and for the payment of royalties under copyright agreements
in the third place, the claims of creditors for obligations secured by a pledge of property of the liquidated enterprise are satisfied
fifthly, settlements are made with other creditors in accordance with the law

The order of satisfaction of creditors' claims must be observed both in cases where the property of the liquidated legal entity is sufficient to fully satisfy all the creditors' claims, and in cases where, when approving the interim liquidation balance sheet, its insufficiency is revealed. At the same time, if the organization has Money at the stage of drawing up the interim liquidation balance sheet will not be enough to satisfy the claims of creditors, the liquidation commission, in accordance with clause 3 of Art. 63 of the Civil Code of the Russian Federation, carries out the sale of the organization’s property at public auction in the manner established for execution court decisions, and also makes payments to creditors of the liquidated legal entity.

It should be noted that this provision of the Civil Code of the Russian Federation applies exclusively to enterprises that are not liquidated voluntarily (court, arbitration). If the decision on liquidation is made by the shareholders (participants) of the enterprise voluntarily, this issue is resolved in the manner prescribed by the charter of the joint-stock company or limited liability company and other constituent documents.

The following property cannot be sold to pay off debt:

subject to pledge
leased and held by the liquidated organization for safekeeping
personal property of the organization’s employees, except for those subject to collection for the obligations of the enterprise in accordance with the charter

The further liquidation process, by virtue of clause 4 of Art. 61 of the Civil Code of the Russian Federation, must be carried out in the manner prescribed by Art. 65 Civil Code of the Russian Federation. This order must also be observed when the liquidation process is initiated by a decision to declare a legal entity insolvent (clause 3 of Article 65 of the Civil Code of the Russian Federation).

LIQUIDATION

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Termination of the activities of this enterprise can be carried out in the form of its reorganization and liquidation. Reorganization of an enterprise means merger, accession, division, separation, transformation.

Reorganization of an enterprise can be carried out by decision of its founders or the enterprise management body authorized to do so by the constituent documents. In accordance with the law, the reorganization of a legal entity in the form of its division or separation from one or more persons is carried out by decision of authorized state bodies or by court decision. Reorganization of an enterprise as a legal entity is carried out in accordance with the Civil Code of the Russian Federation, the law on certain types legal entities.

The founders (participants) of a legal entity or the body that made the decision to reorganize the legal entity are obliged to notify the creditors of the reorganized legal entity about this.

The liquidation of an enterprise as a legal entity means its termination without the transfer of rights and obligations by way of succession to other persons (Clause 1 of Article 61 of the Civil Code of the Russian Federation).

A legal entity may be liquidated:
1) by decision of its founders (participants) or a body of a legal entity authorized to do so by the constituent documents;
2) due to the expiration of the terms for which the legal entity was created;
3) in connection with the achievement of the purpose for which the legal entity was created;
4) if the court invalidates the registration of a legal entity due to violations of the law or other legal acts committed during its creation, if these violations are of an irreparable nature;
5) by a court decision in the case of carrying out activities without proper permission (license) or activities prohibited by law, or with repeated or gross violation of the law or other legal acts, as well as in other cases provided for by the Civil Code of the Russian Federation and others legal acts;
6) due to recognition by the court of a legal entity that is commercial organization, insolvent (bankrupt) if it is unable to satisfy the demands of creditors.

Request for liquidation of a legal entity on the grounds specified in paragraphs. 1-5, may be brought to court by a government agency or authority local government, who is given the right by law to make such a claim.

The founders (participants) of the enterprise or the body that made the decision to liquidate the enterprise are obliged to immediately notify in writing the body carrying out state registration of legal entities, which enters into the Unified State Register of Legal Entities information that the enterprise is in the process of liquidation. The founders (participants) of the enterprise or the body that made the decision to liquidate the enterprise appoint, in agreement with the body carrying out state registration of legal entities, a liquidation commission (liquidator) and establish, in accordance with the Civil Code of the Russian Federation, the procedure and timing for the liquidation of the enterprise.

From the moment the liquidation commission is appointed, the powers to manage the affairs of the liquidated enterprise are transferred to it. The liquidation commission, on behalf of the liquidated enterprise, appears in court, publishes in the press, which publishes data on the state registration of a legal entity, a publication on its liquidation and on the procedure and deadlines for submitting claims of creditors, which cannot be less than two months from the date of publication of the liquidation enterprises.

The liquidation commission must notify creditors in writing about the liquidation of the enterprise, take measures to identify creditors and obtain accounts receivable, and after the end of the period for presenting creditors’ claims, it draws up an interim liquidation balance sheet, which must contain information about the composition of the property of the liquidated enterprise, a list of claims presented by creditors and the results of their consideration. The interim liquidation balance sheet is approved by the founders (participants) of the enterprise or the body that made the decision to liquidate the enterprise, in agreement with the body that registers legal entities. General procedure liquidation of a legal entity is established in Art. 63 Civil Code of the Russian Federation.

In accordance with Art. 64 of the Civil Code of the Russian Federation, during the liquidation of an enterprise, the claims of creditors are satisfied in the following order:
first of all, the claims of citizens to whom the liquidated enterprise is liable for causing harm to life or health are satisfied, by capitalizing the corresponding time payments;
secondly, settlements are made for the payment of severance pay and wages with persons working under an employment contract, including under a contract and payment of remuneration under copyright agreements;
in the third place, the claims of creditors for obligations secured by a pledge of the property of the liquidated enterprise are satisfied;
fourth - the debt on obligatory payments to the budget is repaid and off-budget funds;
The demands of each queue are satisfied after the demands of the previous one are satisfied. If the property of the liquidated enterprise is insufficient, it is distributed among the creditors of the corresponding priority in proportion to the amounts of claims to be satisfied, unless otherwise provided by law. The procedure for satisfying creditors' claims is regulated by the provisions of Art. 64 Civil Code of the Russian Federation.

The property of the liquidated enterprise remaining after satisfaction of the creditors' claims is transferred to its founders (participants) who have real rights to this property or rights of obligation in relation to this enterprise.

A state-owned enterprise can be reorganized or liquidated by decision of the Government of the Russian Federation. A state-owned enterprise cannot be declared insolvent (bankrupt) by a court decision.

The liquidation of enterprises is considered completed, and the enterprise is considered to have ceased to exist after making an entry to this effect in the Unified State Register of Legal Entities

Liquidation of the enterprise

Legal Center "Severny" will provide services for liquidation of the enterprise, regardless of organizational legal forms(LLC, OJSC, CJSC, MUP, etc.).

To date lawyers and advocates propose to liquidate legal entities in a simplified manner and carry out liquidation of an enterprise, legal entity by changing the founders, or by joining another legal entity.

We would like to warn you that liquidation of enterprises in the indicated order, firstly, it is not such, and secondly, it refers to illegal actions, which can lead to extremely unfavorable consequences for you. Law enforcement agencies such actions qualify as:

The only exceptions are those cases when the parties actually intended to alienate shares in the authorized capital on the one hand and purchase them on the other hand, or to carry out reorganization by merger and only if their actions did not lead to the specified consequences.

Deciding on liquidation illegally, you must take into account the above circumstances. IN in this case saving on legal liquidation may well become a more costly undertaking.

Legal liquidation

Liquidation of the enterprise, a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons. In fact, this means that the liquidated legal entity is excluded from the Unified State Register of Legal Entities.

An enterprise or legal entity may be liquidated by decision of its founders (participants) or a body of a legal entity authorized to do so by the constituent documents, including due to the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created.

If the value of the property of a liquidated enterprise or legal entity is insufficient to satisfy the claims of creditors, it can only be liquidated by declaring it insolvent (bankrupt). In the “bankruptcy” section you can familiarize yourself with the procedure for bankruptcy of enterprises, as well as our services in this direction.

Procedure for making a decision on liquidation

Founders (participants) of a legal entity:

From the moment the liquidation commission is appointed, the powers to manage the affairs of the legal entity are transferred to it. The liquidation commission acts in court on behalf of the liquidated legal entity.

Liquidation procedure

The liquidation commission carries out its activities in the manner prescribed by law. The law contains complete information about the powers of the liquidation commission and the algorithms for its actions. In particular, the liquidation commission:

Note

If the liquidated state enterprise has insufficient property, and the liquidated institution has insufficient funds to satisfy the claims of creditors, the latter have the right to apply to the court with a claim to satisfy the remaining part of the claims at the expense of the owner of the property of this enterprise or institution.

The property of a legal entity remaining after satisfaction of the creditors' claims is transferred to its founders (participants) who have proprietary rights to this property or rights of obligation in relation to this legal entity, unless otherwise provided by law, other legal acts or constituent documents of the legal entity.

The procedure for satisfying creditors' claims upon liquidation of an enterprise

At liquidation of an enterprise or legal entity, the claims of its creditors are satisfied in the following order:

The claims of creditors of each priority are satisfied after full satisfaction of the claims of creditors of the previous priority, with the exception of the claims of creditors for obligations secured by a pledge of property of a liquidated legal entity, which are satisfied from the funds received from the sale of the pledged item, primarily to other creditors, with the exception of obligations to creditors of the first and the second stage, the rights of claim for which arose before the conclusion of the corresponding pledge agreement.

The claims of creditors for obligations secured by the pledge of property of a liquidated legal entity that are not satisfied from the funds received from the sale of the subject of pledge are satisfied as part of the claims of creditors of the fourth priority.

If the property of a liquidated enterprise or legal entity is insufficient, it is distributed among the creditors of the corresponding priority in proportion to the amounts of claims to be satisfied, unless otherwise provided by law.

The claims of creditors that are not satisfied due to the insufficiency of the property of the liquidated legal entity are considered to be satisfied. Claims of creditors that were not recognized by the liquidation commission are also considered extinguished if the creditor did not file a claim in court, as well as claims the satisfaction of which was denied to the creditor by a court decision.

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When liquidating a company, first of all

Repayment of debts upon liquidation of an enterprise

The order of repayment of debts during the liquidation of an enterprise is regulated by Art. 64 Civil Code of the Russian Federation.

Debts to creditors are satisfied according to a certain priority:

First of all, the demands of citizens to whom the liquidated enterprise has obligations due to harm to life and health are satisfied;
secondly, severance benefits and payments to employees are paid, as well as payment of remuneration under copyright agreements;
in the third place, contributions are paid for payments to the budget and funds
in fourth place, the remaining creditors receive the debts.

The claims of creditors of each priority are satisfied only after the claims of the creditors of the previous priority have been fully repaid, except for claims on obligations secured by collateral. In this case, the claims are satisfied through the sale of the collateral, primarily in front of other creditors, with the exception of creditors of the first and second priority, the rights of claim for which arose before the conclusion of the collateral agreement.
If there is insufficient property, it is distributed among creditors of the same priority, in proportion to the amount of claims.
If the liquidation commission or liquidator of the enterprise refuses to satisfy the requirements, or evades consideration of these requirements, the creditor has the right to file a claim in court against the liquidation commission (liquidator).
If the creditor's claims were not submitted on time, such claims are satisfied from the property of the liquidated legal entity remaining after satisfaction of the claims submitted on time.
The claims of creditors that remain unsatisfied due to insufficient property of the legal entity are considered extinguished after the liquidation of the enterprise. The claims of creditors that were not recognized by the liquidation commission or the liquidator of the enterprise are also considered extinguished, if the creditor did not file a claim in court, as well as if the court refused to satisfy the claim.

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Voluntary liquidation of a legal entity

Voluntary liquidation is carried out on the basis Civil Code(Article 61-64 part 1) and special laws (Federal Law “On Limited Liability Companies”, Federal Law “On joint stock companies", Federal Law "On non-profit organizations" etc.). In addition, the Federal Law “On State Registration of Legal Entities and individual entrepreneurs» established the procedure for state registration of the fact of liquidation.

As mentioned above, the basis for voluntary liquidation may be:

Loss of interest of owners in the activities carried out by the organization (usually combined with the inability to sell the business);

Unprofitability (unprofitability) of financial and economic activities;

The end of the period for which the organization was created;

Achieving the goals for which the organization was created;

State of net assets in LLC and JSC.

Making a decision on liquidation

The decision on liquidation is made by the body authorized by the constituent documents of the organization. In limited liability companies - the General Meeting of Participants, in joint stock companies - the General Meeting of Shareholders, in non-profit partnerships, associations, unions - the General Meeting of Members, etc. Non-profit foundation can be liquidated only on the basis of a court decision.

The following issues are submitted to the General Meeting:

Making a decision on liquidation (indicating the reasons for liquidation);

Appointment of the liquidation commission (liquidator) and election of the chairman of the liquidation commission;

The procedure and terms of liquidation, including notification of creditors about liquidation.

From the moment the liquidation commission (liquidator) is appointed, the powers to manage the affairs of the legal entity are transferred to it. There are no provisions in the legislation devoted to the mechanism of control over the actions of the liquidation commission, its responsibility for actions that violate the rights of interested parties. Therefore, you should be very careful in choosing candidates for future members of the liquidation commission. As a rule, the liquidation commission includes the head, Chief Accountant, lawyer, representatives of the founders may be included. As a rule, a manager is appointed as the chairman of the liquidation commission.

The liquidation of state and municipal unitary enterprises in some cases must be carried out with the permission of the antimonopoly authority (Article 17 of the RSFSR Law “On Competition and Restriction of Monopolistic Activities in Commodity Markets”).

Notification of the registration authority about the beginning of liquidation

In accordance with paragraph 1 of Article 62 of the Civil Code of the Russian Federation (Part 1), the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity are obliged to immediately notify the authorized state body in writing for inclusion in the unified state register of legal entities information that the legal entity is in the process of liquidation. In accordance with Art. 20 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” this must be done within three days from the date of the decision on liquidation.

To do this, the following documents are submitted to the registration authority (tax office at the location of the organization):

Notice of liquidation in form P15001 - the signature must be notarized.

Notification of the formation of a liquidation commission in form P15002 - the signature must be notarized. Attention: from July 4, 2013 introduced new form statements.

Minutes (decision) of the general meeting on liquidation and election of a liquidation commission - 2 copies.

The registration authority makes an entry in the unified state register of legal entities that the legal entity is in the process of liquidation. From this moment on, state registration of changes made to constituent documents of a liquidated legal entity, as well as state registration of legal entities whose founder is the specified legal entity, or state registration of legal entities that arise as a result of its reorganization.

Notification of funds about the beginning of liquidation

In accordance with paragraph 3 of Art. 28 of the Federal Law of July 24, 2009 N 212-FZ (as amended on November 25, 2009) “On insurance premiums in Pension Fund Russian Federation, Social Insurance Fund of the Russian Federation, Federal Fund mandatory health insurance» a legal entity is obliged to notify the Pension Fund and the Social Insurance Fund in writing about the beginning of liquidation within three days from the date of such a decision.

Immediately after making a decision on liquidation, the liquidation commission publishes a publication in the journal “Bulletin of State Registration” about the liquidation and about the procedure and deadline for filing claims by its creditors.

The advertisement must reflect the following information:

full name of the legal entity that made the decision to liquidate;

main state registration number(OGRN) of the specified legal entity;

taxpayer identification number (TIN), registration reason code (KPP) of the specified legal entity

address (location) of the specified legal entity;

information about the decision taken on liquidation: the body that made the decision on liquidation;

date and number of the decision made;

procedure, terms, address, telephone number for filing creditor claims.

Sample text for publishing a message about making a decision to liquidate a legal entity:

Limited Liability Company "Romashka" (OGRN 1234567890123, INN 1234567890, KPP 123456789, location: 123456, Moscow, Kavashevskaya embankment, 92, building 1) notifies that general meeting participants (Minutes No. 8 dated 01/01/2010) a decision was made to liquidate Buttercup LLC. Claims of the company's creditors can be submitted within 2 months from the date of publication of this message at the address: 123456, Moscow, Kavashevskaya embankment, 92, building 1 .

The liquidation commission takes measures to identify creditors, and also notifies creditors in writing (by sending a letter of notification) about the liquidation of the legal entity.

Activities of the liquidation commission

During the period determined for the presentation of claims by creditors, the liquidation commission works in accordance with the plan developed and approved by it. It should include the following activities:

Inventory of enterprise property.

Preparation of information on the size and composition of the enterprise’s assets (characteristics of assets to be sold, their condition, degree of liquidity).

Collection of information about participants entitled to receive a share of the enterprise’s property remaining after settlements with creditors.

Drawing up a detailed description financial condition enterprise at the time of liquidation.

Dismissal of personnel of a liquidated enterprise.

Identification of all organizations whose founder is a legal entity and its removal from the list of founders. If the company being liquidated is sole founder another organization, then this organization must also be liquidated.

Reconciliation of settlements for all federal and territorial payments with tax authorities and extra-budgetary funds.

Analysis and assessment of receivables, development of measures for their collection (grouping of receivables by degree of liquidity, possibility and timing of debt collection or their implementation).

Analysis and Characterization accounts payable(preparing a solution for each debt).

Determining the procedure for selling the property of a liquidated enterprise (grouping property according to the degree of liquidity, possibilities and conditions of sale).

Preliminary determination of the procedure for settlements with creditors belonging to the same priority for satisfying creditor claims.

Determining the procedure for distribution among the founders of funds and other funds remaining after satisfying the creditors' claims.

Preparation of documents for exclusion of an enterprise from the Unified State Register of Legal Entities.

In accordance with the approved plan, the necessary instructions are given to the accounting department and other departments and services of the enterprise.

Let us dwell in more detail on some points of the liquidation plan.

Collection of accounts receivable

To collect debt, the liquidation commission sends letters to debtors demanding payment of money or return of property. If debtors refuse to pay, you can file a lawsuit. In this case, representatives of the liquidation commission will represent the interests of the organization in court. Receivables that have expired limitation period, is reflected in non-operating expenses, and is subsequently written off as a loss

In accordance with Art. 12 of the Federal Law “On Accounting” and the Regulations on Accounting and Reporting in the Russian Federation, the liquidation commission is obliged to conduct an inventory of the property of the liquidated enterprise. The inventory carried out during the liquidation of an enterprise is no different from a regular inventory. In this case, absolutely all positions of assets and liabilities are subject to verification. Discrepancies identified during the inventory between the actual availability of property and data accounting are reflected in the accounting accounts.

When conducting an inventory, you should be guided by Methodical instructions on property inventory and financial obligations, approved by order of the Ministry of Finance of Russia dated June 13, 1995. No. 49.

Settlements with employees

Employees are notified by the employer personally and against signature of upcoming dismissal due to the liquidation of the organization at least two months before dismissal. The employer, with the written consent of the employee, has the right to terminate the employment contract with him without notice of dismissal two months in advance, while simultaneously paying additional compensation in the amount of two months' average earnings.

Upon termination of the employment contract due to the liquidation of the organization, the dismissed employee is paid severance pay in the amount of average monthly earnings, and also retains the average monthly earnings for the period of employment, but not more than two months from the date of dismissal (including severance pay). In addition, the employee is paid compensation for unused vacation.

In accordance with Art. 140 Labor Code The administration of the enterprise must pay the dismissed employee on the last day of his work. If he was not at work that day, then the employee is paid the money the next day after he applied for it.

Payment of taxes during the liquidation of an enterprise

In accordance with paragraph 1 of Art. 49 Tax Code Russian Federation, the obligation to pay taxes to a liquidated organization is fulfilled by the liquidation commission at the expense of funds received from the sale of property. If an organization sells any assets, then it becomes obligated to pay taxes associated with this sale (VAT, income tax). The liquidation commission is obliged to submit to tax authority declarations for each of the taxes payable to the budget until the liquidation of the organization.

If the funds of the liquidated organization, including those received from the sale of its property, are insufficient to fulfill the in full obligations to pay taxes and fees, due penalties and fines, the remaining debt must be repaid by the founders (participants) of the said organization within the limits and procedure established by the legislation of the Russian Federation.

The order of fulfillment of obligations to pay taxes and fees during the liquidation of an organization among settlements with other creditors of such an organization is determined by the civil legislation of the Russian Federation.

Upon receipt of notice of the commencement of liquidation, tax office, being a potential creditor of the organization in case of underpayment of taxes, begins to check the liquidated enterprise. A tax audit is carried out for all taxes, regardless of the time of previous audits. The tax audit is carried out for the last 3 calendar years. Tax audit is on-site.

If necessary, authorized officials tax authorities carrying out on-site tax audit, can conduct an inventory of the taxpayer’s property, as well as carry out an inspection (survey) of production, warehouse, retail and other premises and territories used by the taxpayer to generate income, or related to the maintenance of taxable objects.

Based on acts of reconciliation with tax authorities and acts of documentary verification of settlements, the amount of the organization's debt is determined.

Drawing up and approval of the interim liquidation balance sheet

In accordance with Art. 63 of the Civil Code of the Russian Federation, at the end of the period allotted for the presentation of claims by creditors, the liquidation commission draws up an interim liquidation balance sheet. Settlements with creditors will be made only after approval of the interim liquidation balance sheet.

Thus, the interim liquidation balance sheet is the balance sheet that is drawn up before satisfying the claims made by creditors within the time limit established by the liquidation commission. The purpose of drawing up this balance is to clarify the real financial position liquidated enterprise.

The interim liquidation balance sheet contains complete information about the composition of the enterprise's assets and liabilities, the value of all property it has, accounts receivable and payable. In addition, the liquidation balance sheet must contain full list claims presented by creditors, as well as the results of their consideration by the liquidation commission.

The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity. Within three days from the date of approval of the interim liquidation balance sheet, the liquidation commission is obliged to notify the registration authority about this. To do this, submit to the tax office at the location of the organization:

Notification of approval of the interim liquidation balance sheet in form P15003;

Protocol (decision) on approval of the interim liquidation balance sheet;

Interim liquidation balance sheet;

A copy of the page of the journal “Bulletin of State Registration” with the announcement of liquidation

Satisfaction of creditors' claims

Payment of sums of money to creditors of a liquidated legal entity is made by the liquidation commission in accordance with the interim liquidation balance sheet, starting from the day of its approval, with the exception of creditors of the fifth priority, payments to whom are made after a month from the date of approval of the interim liquidation balance sheet.

When a legal entity is liquidated, the claims of its creditors are satisfied in the following order:

first of all, the claims of citizens to whom the liquidated legal entity is liable for causing harm to life or health are satisfied, by capitalizing the corresponding time-based payments;
secondly, settlements are made for the payment of severance pay and wages with persons working under an employment contract, including under a contract, and for the payment of remuneration under copyright agreements;
in the third place, the claims of creditors for obligations secured by a pledge of property of the liquidated legal entity are satisfied;
fourthly, debts on obligatory payments to the budget and extra-budgetary funds are repaid;
fifthly, settlements are made with other creditors in accordance with the law.

The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied. If the property of a liquidated legal entity is insufficient, it is distributed among the creditors of the corresponding priority in proportion to the amounts of claims to be satisfied, unless otherwise provided by law.

If the liquidation commission refuses to satisfy the creditor's claims or evades their consideration, the creditor has the right, before the liquidation balance sheet of the legal entity is approved, to file a claim with the liquidation commission. By a court decision, the creditor's claims may be satisfied at the expense of the remaining property of the liquidated legal entity.

The creditor's claims submitted after the expiration of the period established by the liquidation commission for their presentation are satisfied from the property of the liquidated legal entity remaining after the satisfaction of the creditors' claims submitted within the deadline.

If the funds available to a legal entity being liquidated (except for institutions) are insufficient to satisfy the claims of creditors, the liquidation commission sells the property of the legal entity at public auction in the manner established for the execution of court decisions. The procedure for the sale of property is established by Federal Law No. 119-FZ of July 21, 1997. “On enforcement proceedings” and is carried out in the following order.

Before selling the property, the liquidation commission itself evaluates it at market value or engages an independent appraiser. It is then sold to a specialized organization.

Real estate is sold at auction. These auctions are prepared and conducted by organizations that have the right to conduct real estate transactions.

First, property that is not involved in production is sold. It can be securities, currency values, vehicles etc. Then subject to sale finished products. Lastly, real estate, raw materials, materials and fixed assets are sold.

The liquidation commission must decide on the order of sale of the enterprise's assets based on economic feasibility.

We must not forget that property disposal operations are subject to all established taxes. The received funds go to the company's cash desk or to its current account. After this, the process of settlements with creditors continues.

Drawing up and approval of the liquidation balance sheet

After the liquidation commission has paid off with all creditors, in accordance with paragraph 5 of Article 63 of the Civil Code of the Russian Federation, it must draw up a liquidation balance sheet. The liquidation balance sheet contains information about the assets that remained with the organization at the time of its liquidation and before settlements with the founders are made. Based on the liquidation balance sheet, one can judge the property that goes to the founders.

The liquidation balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision on liquidation, and is also submitted to the tax authority for final liquidation.

Settlements with founders

The property remaining with the organization after settlements with creditors is distributed among its participants in proportion to their share in the authorized capital of the organization. The distribution of property between the founders is made on the basis of an act. It specifies to whom and what is transferred. The act is signed by all participants of the organization. Please note that in some non-profit organizations it is not possible to distribute the remaining property between participants.

Closing bank accounts

After all mutual settlements have been made (with the tax office, creditors, participants), it is necessary to close all the organization’s bank accounts. To do this, it is enough to sign an application for closing the account, which is issued by the bank itself. At the same time, you must remember to notify the tax office about the closure of accounts. The following documents are submitted to the tax office:

Within 7 days from the date of closing the bank account, it is also necessary to notify the funds - the Social Insurance Fund and the Pension Fund.

State registration of liquidation of a legal entity

An enterprise ceases to exist after making an entry to this effect in the Unified State Register of Legal Entities. For state registration of termination of the activities of a legal entity, the following must be submitted to the tax office at the location of the organization:

Application for state registration of liquidation in form P16001. Attention: from July 4, 2013 A new application form has been introduced.

Liquidation balance

Protocol on approval of the liquidation balance sheet

A certificate from the Pension Fund confirming that there is no debt in submitting personalized accounting reports and paying insurance premiums. You don’t have to provide it, then the tax authority will make a request to the Pension Fund to obtain the relevant information.

Document confirming payment of the state fee (receipt or payment order)

Within 5 days from the date of submission of the specified set of documents, the tax office is obliged to issue a certificate of termination of the activities of the legal entity. In connection with the implementation of the “one window” principle, removal from tax accounting produced simultaneously with state registration the fact of liquidation of a legal entity.

Deregistration from off-budget funds

Extra-budgetary funds (Pension Fund, Social Insurance Fund) are deregistered after deregistration with the tax authority. Just like the tax office, funds are required to conduct an audit of the taxpayer, including reconciliation of payments. The funds may also be creditors for unpaid insurance premiums. Therefore, reconciliation with funds must be carried out before drawing up the interim liquidation balance sheet.

As for the deregistration itself, for this the following documents must be provided to the fund:

Application (usually in any form)

Protocol on liquidation (copy)

Certificate of termination of activity (notarized copy)

Notice of deregistration (notarized copy)

The insurance certificate is returned to the FSS

Final liquidation operations

After receiving the certificate of termination of activity, destroy the seal and hand over the documents to the archives. We draw your attention to the fact that in connection with the implementation of the “one window” principle, deregistration with the statistics authorities is carried out automatically based on the data provided by the tax authority.

Of all the documents stored in the organization, only documents on personnel are submitted to the Moscow City Archive, including personal cards, personal accounts of all employees, calculations for the calculation and payment of wages.

Avito work with accommodation in Krasnodar region Avito work with accommodation in the Krasnodar region Company not specified Sochi Waiters with accommodation Medical Center Sofia Anapa Picker with accommodation Korepanov Anton Anatolyevich Pavlovsky district Gross/year: 63,000 rub. Waiter […]

Why will the retirement age be raised and how will the increase take place? Something that the residents of the country feared has happened. The government announced an increase retirement age. At the same time, more than 90% of Russians opposed raising the pension […]

Criminal Code 2018 edition Auto insurance Housing disputes Land disputes Administrative law Participation in shared construction Family disputes Civil law, Civil Code of the Russian Federation Protection of consumer rights Labor […]

Divorce through the courts with children Divorce is the process in which a husband and wife who are married cease to be a family officially. But only those spouses who have no mutual claims against each other can divorce so easily. Such […]

1. When liquidating a legal entity after paying off the current expenses necessary to carry out the liquidation, the claims of its creditors are satisfied in the following order:

first of all, the demands of citizens to whom the liquidated legal entity is liable for causing harm to life or health are satisfied, by capitalizing the corresponding time-based payments, for compensation in excess of compensation for harm caused as a result of destruction or damage to the object capital construction, violation of safety requirements during the construction of a capital construction project, requirements for ensuring safe operation buildings, structures;