Authorized capital in connection with the liquidation of LLC. Authorized capital upon liquidation of an enterprise How to receive authorized capital after liquidation

The reasons for liquidation can be different:

• financial difficulties;
• achievement of the goals of the functioning of the organization.

It's fast and free!

Is it possible to return the authorized capital

Note that in the process of liquidation or recognition legal organizations bankrupts are allowed the process of returning the authorized capital to the founders. The process of division of shares takes place only after the satisfaction of the requirements of creditors, since any company (if there are debts at the time of liquidation) must pay off its creditors (including employees) to the maximum.

The process of returning the authorized capital to the founders, as well as other aspects related to the liquidation and bankruptcy of legal entities, is regulated by the following regulatory legal acts:

• Civil Code RF (articles);
• Federal Law No. 14 of February 8, 1998 “On Limited Liability Companies” (Articles 57 and 58);
• Federal Law No. 208 of December 26, 1995 “On Joint Stock Companies” (Art.);
• Federal Law No. 161 "On the National Payment System" dated December 29, 2014;
• Federal Law No. 127 “On insolvency (bankruptcy).

Specific points regarding the process of returning the authorized capital to the founders will be discussed below.

How does this return

The process of compensating the invested funds to the founders depends on the availability of funds of the company after the liquidation balance sheet is drawn up.

Upon liquidation

The procedure for the liquidation of a legal entity is established in Article 63 of the Civil Code of the Russian Federation. After the decision to liquidate the company, the following actions are taken:

• an announcement is published in the press;
• receiving claims from creditors;
• carrying out settlements with creditors who have declared their rights within the period established by law, in the order of priority in accordance with the norms of Article 64 of the Civil Code of the Russian Federation;
• in case of insufficiency Money on the company's accounts for making payments to creditors, the sale of the company's property is carried out;
• drawing up a liquidation balance sheet.

According to the norms of clause 8 of article 63 of the Civil Code of the Russian Federation, that part of the property that remains after all loan payments have been made is transferred to the founders in the form of:

• things (appliances, furniture, Construction Materials and other);
• Money.

The founders have an absolute right to receive residual funds after the liquidation of the company in accordance with the provisions of Article 67 of the Civil Code of the Russian Federation. The provisions of this article provide for the variability of the return of the authorized capital: material values ​​or money. It turns out that, at the request of the founders, the material assets remaining after settlements with creditors can also be sold, since the founders want to receive cash.

Free legal advice:

In case of bankruptcy

In the process of bankruptcy, the founders of the company are unlikely to be able to count on the return of the authorized capital. According to the norms of Article 63 of the Civil Code of the Russian Federation, if the organization’s property is insufficient to make payments to creditors or if there are other signs of the organization’s bankruptcy (for example, no payments on accounts for more than 3 months), the liquidation commission applies to the arbitration court with a bankruptcy petition of the company (enterprise, organization) . We also note that the debts of the organization must exceed rubles.

After filing the application, the court analyzes it for compliance with the norms of the law and an initial court session is scheduled. After the commencement of the bankruptcy proceedings, the monitoring stage begins, which is led by the arbitration manager. During observation:

• analysis financial condition companies;
• control of the company's activities;
• acceptance of claims of creditors;
• holding meetings of creditors;
• analysis of creditors' claims;
• making report;
• actions to stabilize the situation in the enterprise.

In the absence of positive dynamics on the exit of the enterprise from the crisis, bankruptcy proceedings are appointed. At this stage, the liquidation of the enterprise due to bankruptcy is already becoming inevitable. At this stage, the following is carried out:

• part of the actions similar to the previous stage;
• notification of creditors about the complete liquidation of the company;
• satisfaction of creditors' claims.

In other cases

According to the provisions of Art. 20 of the Federal Law "On LLC" each LLC has the right to reduce its authorized capital. The nominal value of the shares of each founder of the company is reduced. Clause 2 of this article also states that the company does not have the right to reduce its authorized capital to amounts below statutory nominal minimum.

The proportions of the founders' shares remain unchanged. It is clear that only the return of funds to the founders is carried out.

Free legal advice:

postings

In the process of liquidating an organization, two options for writing off the authorized capital are allowed. It all depends on the availability of funds or current assets in company accounts.

• Option number 1 - profitable. The debit of account 99 (credit 84) reflects the profit received by the organization for a certain reporting period, and on debit 84 (credit 80) there is an increase in the UK, carried out due to the presence of retained earnings of the company.
• If there are losses, the MC is written off from debit account 80 (credit 84). This is how the real size of the authorized capital was determined at the time of liquidation of the company.

It is important to determine the amount of payments of shares of the Criminal Code to each of the founders. Such a transaction is displayed in accounting as follows:

• Dt 80 Kt 75 - reflection of the amount to be distributed;
• Dt 75 Kt 50 or 51 - payment to the founders of their share of the UK.

What is the authorized capital in the liquidation of an LLC

When, in the process of liquidation, the organization paid off its debts, its owners must perform another important procedure - to divide the rest of the property among themselves. Despite the apparent simplicity, the operation causes difficulty for many founders of companies.

It is not so easy to distribute the authorized capital during the liquidation of an LLC. This is a complex process, the implementation of which can lead to disputes and mutual resentment between the founders of the company.

Free legal advice:

To avoid negative consequences, it is necessary to know in advance how to distribute the authorized capital of the Company.

The essence of the concept

The authorized capital is the amount of funds required to start the operation of the company. It is formed from the contributions of the participants. From a legal point of view, the authorized capital is the amount of property within which the legal entity will be liable to creditors.

The presence of authorized capital is mandatory. The amount is a guarantee of the fulfillment of the interests of creditors. The attractiveness of the organization for investment and its prestige in business circles depend on the amount of capital. The larger the amount, the more secure lenders feel and are happy to make deposits.

Its founders must form the capital of the Company. It consists of contributions that the owners of the company make at the time of its creation. Legislation allows you to contribute to the capital both cash and property that has passed a preliminary assessment.

The main functions of the authorized capital include:

• guarantee of credit interests;
• determination of the share of participation of the owner of the enterprise;
• increase the prestige of the organization;
• starting opportunity to start functioning.

The amount of profit that the founder will receive depends on the size of contributions to the authorized capital.

Free legal advice:

Initial Grade

Availability of authorized capital - required condition for the procedure state registration legal entity. Not all companies can afford to have a large amount at the start. For this reason, the state has set a minimum, upon entering which it performs the registration procedure.

To date, the minimum amount of capital is legally fixed at the level of rubles. It consists of the contributions of the participants, which are carried out in accordance with the established rules.

The value of the authorized capital is divided proportionally between the founders of the company. However, in practice, there are cases when 3 owners contributed 10% of the amount each, and the last founder paid the rest.

The state reserves the right for the owners of the company to independently distribute the amount of contributions among themselves.

It should be remembered that the amount of profit received and the share upon termination of the company depends on the size of the contribution.

Free legal advice:

Partition Order

The division of the authorized capital between the founders is carried out last.

All sections performed in the process of liquidation of the company are performed in a certain queue provided for by law. If there is not enough profit to pay the share to the participants, they have the right to claim part of the property in the 3rd order.

Bankruptcy funds

If the company is declared bankrupt, all available funds will be used to pay off debts to creditors. The authorized capital is not an exception to the rule.

The operation is carried out in the order of bankruptcy proceedings, which is appointed by the court. The operation is performed by the arbitration manager. The specialist will perform all operations for the sale of property and the distribution of its parts among creditors in turn.

If funds remain after the sale of the property of the organization and the settlement of existing debts, they will be distributed among the founders. The amount that the owner of the organization can count on depends on the amount of the contribution to the authorized capital.

Free legal advice:

Actions with authorized capital upon liquidation of LLC

Termination of the functioning of the organization is a process that must be carried out in accordance with the requirements current legislation. The authorized capital is then distributed among the founders of the company in accordance with the size of their share. However, the operation is performed only after the repayment of the company's debts.

If the organization is declared bankrupt, all funds are used to pay off debts. If after that a certain amount of money remains, they are distributed among the founders of the organization in accordance with the size of their share.

The amount of payments is affected only by the amount of money invested by the founder, which was recorded in the Charter of the organization. If the contribution has not been officially registered, its size does not affect the amount of funds that the founder will receive from the authorized capital upon liquidation of the organization.

The distribution procedure can be carried out only after the liquidation balance sheet of the company is drawn up.

If a company has a debt to creditors that exceeds the amount of property available for sale, an amount with a negative value is formed on the balance sheet. In this case, the bankruptcy procedure begins. Payments from the authorized capital in favor of the founders of the company will not be made.

Free legal advice:

How to dismiss a director during the liquidation of the MUP, without violating the laws of the law, is explained here.

Nuances of calculations

Not always the presence of debt can lead to the liquidation of the enterprise and the distribution of the authorized capital among its founders.

Thinking about the advisability of terminating the activities of the organization, the entrepreneur must remember that if there is a debt, the amount of which does not exceed or rubles, depending on the size of the company, it is not necessary to liquidate the company and distribute the authorized capital.

As a way out of the situation, the following measures can be taken:

If a company has a debt to banking institutions in the amount of dorubles, and to counterparties more than rubles, the following can help get out of the situation:

In this situation, the founder cannot sell part of the property and hide. There is a high risk that government authorities will start a search for the owner and cancel the transaction.

It is impossible to carry out voluntary liquidation and distribute the authorized capital between the founders until the debt is fully repaid

When filing an application with the court to declare the company insolvent, the state will send an inspection to the company without fail, which will detect the presence of debts to creditors. Concealment of debts may entail bringing the management team to liability.

During the execution of the bankruptcy procedure, a bankruptcy estate of funds is formed, from which the salary of the manager is paid, the repayment of court costs and settlement of debts to creditors.

debts

The order of repayment of debts of the organization is regulated by the current legislation.

Debt settlement is carried out in the following order:

Free legal advice:

It is possible to proceed to the repayment of the claims of the participants of the next stage only after the repayment of the previous one.

Correct distribution

The authorized capital of the Company does not disappear without a trace. During the liquidation procedure, funds are distributed among the founders of the organization, depending on the size of the share that they contributed when creating the organization.

If the company has debts to creditors, then the authorized capital will be used to pay off debts to them, and its balance will be distributed among the owners of the organization.

The law provides for the possibility of creating an enterprise without paying the authorized capital in full. The owners of the company can pay only part of the amount, and pay the rest of the money later. However, in practice there are cases when there is an unpaid authorized capital during the liquidation of an LLC.

In this case, the liquidation procedure is carried out in the prescribed manner. However, the founders who failed to fulfill their obligations to pay the authorized capital in a timely manner within a certain period of time, regulated by law, may be held liable.

Free legal advice:

The interim balance sheet form upon liquidation of an LLC is filled out and submitted for approval to the Central Bank of the Russian Federation.

Read more about the consequences of forced liquidation of an LLC here.

Scroll required documents and forms upon liquidation public organization given in the link.

Get your FREE legal consultation NOW:

Moscow and region

Free legal advice:

St. Petersburg and the region

Is it possible to return the authorized capital to the founder upon liquidation in 2017

The liquidation process of an LLC is very complicated and affects many aspects of the financial condition of the organization. One of these is the return of the authorized capital. Can the founder receive his share in the liquidation of the company in 2017?

At the end of the activity, the organization is obliged to fulfill an important liquidation activities- make settlements with the founders.

That is, the remaining assets must be distributed among the participants. But the process is hampered by the observance of many nuances. Can the founder receive his share in the event of liquidation in 2017?

Free legal advice:

Basic information

The authorized capital of the organization is the initial reserve created by the participants of the company to ensure the possibility of carrying out activities.

From a legal point of view, the Criminal Code is a value indicator of property values ​​that an organization owns and within which it is liable to potential creditors.

From an economic point of view, this is the minimum amount of funds required to start entrepreneurial activity, the form of which is determined by the Charter.

The composition of the authorized capital is the funds of the founders of the company. When forming the authorized capital, the share of each participant is determined. Within the period specified by law, the participants are obliged to contribute the value of their share to the account of the authorized capital.

The total amount of the authorized capital is determined in monetary terms, and the value of the share as a percentage or fractional relation to the entire amount of capital. Each share has a nominal value.

Participants can pay for the share of the UK in cash, property or property rights. Non-monetary form of payment requires a monetary value, which allows you to set the value of the share.

Free legal advice:

As the company develops, the size of the authorized capital may increase due to profits, additional contributions from participants. Sometimes the size of the UK decreases. In this case, the value of the share of each participant is recalculated.

One of the main functions of the share of the authorized capital is to determine the percentage of profit that the owner can receive. Although the contribution is transferred in favor of the organization, the right to it remains with the participant.

Consequently, in the event of liquidation of the organization, the founders have the right to count on the return of the authorized capital. At the same time, the authorized capital is a guarantee of creditor interests.

If the organization has creditor obligations upon liquidation, the debts are paid from the amount of the Criminal Code. Founders can only claim the amount remaining after payment of all accounts payable, tax and other debts.

At the very last stage of liquidation, the balance of the authorized capital is divided between the founders in proportion to their share.

Free legal advice:

Required terms

The authorized capital is the means of the organization necessary for the start of entrepreneurial activity. It consists of contributions from members of the company and is valued in cash.

The main functions of the authorized capital is to ensure the interests of the founders and possible creditors. The share of the authorized capital is the amount of money or property that the participant contributed to the composition of the Criminal Code.

The size of the share in the authorized capital determines the number of votes that the founder has on general meeting and part of the profit received by the participant from the activities of the organization.

Liquidation is the process of terminating the activities of an organization in an official manner. A distinction is made between voluntary and compulsory liquidation.

The decision on voluntary liquidation is made by the general meeting of participants in case of unwillingness or impossibility of further activities. Forced liquidation is carried out by a court decision.

Free legal advice:

Reasons for the closure of the organization

An organization may close for various reasons. The decision of the participants becomes the basis for voluntary liquidation.

For example, the founders do not want to continue their business activities, or there are insurmountable differences between the participants that do not allow them to work further.

Another reason may be to reduce the amount of authorized capital below the legal minimum. The minimum authorized capital of an LLC must be ten thousand rubles.

Why do you need a certificate of payment of the authorized capital of JSC, read here.

If, following the results of the second and subsequent years the value of the net assets of the organization is less than the minimum possible, then the organization must be liquidated.

Free legal advice:

When it comes to forced liquidation, then there is the bankruptcy of the organization. That is, the company is not able to pay the accounts payable.

The organization can recognize its insolvency on its own and apply to the court to confirm bankruptcy. Creditors may also apply.

In this case, the court, after considering the facts, may decide on the need for forced liquidation and settlement with creditors.

Legal regulation

in Russia legal regulation authorized capital, as in most developed countries, aimed at protecting the interests of society, founders and creditors.

When establishing requirements for the Criminal Code, the legislation pursues such goals as:

Free legal advice:

• actual formation of the authorized capital;
• preservation of the organization's property at a level not lower than the predetermined minimum of the Criminal Code.

Regulatory regulation of the authorized capital is carried out on the basis of:

In accordance with Article 58 of the Federal Law No. 14, after the end of settlements with creditors in the process of liquidating the organization, the remaining property is divided between the participants.

In this case, the distributed profit is first paid, and then the property is divided in proportion to the size of the shares.

Return of the authorized capital to the founder upon liquidation of a legal entity

Completion of the activities of any organization must be carried out strictly according to the regulations prescribed by law.

Upon liquidation of an LLC, the authorized capital may be distributed among the participants only after the completion of payments to creditors.

Free legal advice:

The return is executed on the basis of the final liquidation balance sheet, that is, the amount remaining after settlement of debts.

Sometimes the volume of accounts payable exceeds the sum of assets and liabilities, which is why the final line of the liquidation balance sheet is filled with a minus value.

But this does not mean that the founders are obliged to invest their funds. Forecasting similar situations ensures the creation of an interim balance sheet, which takes into account all the costs of repaying debts.

The founders are liable to creditors only within the limits of their shares. A positive liquidation balance leads to a redistribution of the remaining amount of capital among the participants.

With a zero balance, the founders lose their shares in the capital. In bankruptcy, the entire amount of the authorized capital goes to pay off debts.

The founders cannot claim their share, regardless of the level of their participation in the activities of the organization.

Step-by-step instruction

The instruction for the return of the authorized capital to the founder upon liquidation is as follows:

By sending a payment order to the bank or by paying money through the cash desk of the company, the authorized capital is returned to the founder upon liquidation.

The purpose of the payment in the order is indicated as “Return of the authorized capital”. Each member of the company can claim only that part of the authorized capital, which corresponds to its actual share and no more.

The duration of the liquidation of an organization is not limited by law. In practice, the process lasts from several months to several years. At the same time, before the end of the liquidation, the return of the authorized capital to the founder is impossible.

In case of bankruptcy, the authorized capital is used in full to pay off debts in the process of bankruptcy proceedings. For settlements, property values ​​are realized and monetary assets are used.

From the same funds, legal costs and services of an arbitration manager are paid. If, at the end of all settlements and payments, some part of the funds is still preserved, then it is distributed in proportion to the shares among the participants in the organization.

Related Documents

The return to the founders of the authorized capital in the event of liquidation is carried out in 2017, as before, on the basis of an appropriate act.

It prescribes how the property will be divided in proportion to the shares of the participants. The finished act is signed by all founders.

Article 63 of the Civil Code of the Russian Federation provides that after the settlement of accounts payable is completed, a liquidation balance sheet is drawn up.

This document is the final financial statements organizations. It displays all the assets remaining after the liquidation. If there are losses, they are compensated from the authorized capital.

Before starting the division of the remaining funds, the participants in the company must decide on the payment of the authorized capital upon liquidation.

The decision is documented in the usual manner. If there is a single founder, the return of the authorized capital is carried out on the basis of his decision.

Reflection of operations by postings

In case of liquidation of the organization on a voluntary basis, the authorized capital is displayed as a liability. The posting is made to the debit of account 80.

Account 84 "Unallocated loss" or account 99 "Profit and loss" become offsetting credit accounts.

In settlements with the company's participants, the authorized capital is reflected as follows:

When the Criminal Code has a property value, then the entries on account 80 can correspond on a loan with accounts 01 “Fixed assets”, 41 “Goods”, 51 “Settlement account”. After making such postings, the organization may close the organization's current account.

In accordance with the Order of the Ministry of Finance No. 44, in the event of the liquidation of an LLC through reorganization, the founders do not need to necessarily display the transfer of the authorized capital to the successor.

However, in practice, correspondent accounts 00 are used to structure accounting.

Is it subject to income tax

According to paragraph 1 of Article 210 of the Tax Code of the Russian Federation, the determination of the tax base for personal income tax occurs when all income of the taxpayer is taken into account. It does not matter whether they are received in cash or in kind.

According to Article 66 of the Civil Code, all the property of the organization, formed at the expense of the contributions of the founders, belongs to the company on the basis of ownership.

Thus, the founders, when returning the authorized capital, receive income paid out of the property that is the property of the company.

This means that the returned authorized capital or its share must be subject to personal income tax on a general basis at a rate of thirteen percent.

What minimum size of the authorized capital of LLC in 2017, read here.

How a share in the authorized capital of an LLC is assessed for a notary, see here.

That is, taxation is mandatory if such a procedure as the return of the authorized capital to the founder upon liquidation of the LLC is carried out.

3-NDFL is submitted by individuals who are simultaneously entitled to receive a deduction for the amount of expenses incurred for the acquisition of property.

But arbitration courts hold a different opinion on this matter. When returning the authorized capital, it is assumed that there is no economic benefit defined by Article 41 of the Tax Code.

That is, participants receive their own funds previously invested. And since this amount is not income, it should not be subject to personal income tax.

Only income received is subject to taxation. Nevertheless, many persons had to defend the position of the arbitrators in court.

On June 8, 2015, the President of the Russian Federation signed Federal Law No. 146, which somewhat changed Chapter 23 of the Tax Code. The procedure for taxing the income of individuals and, in particular, the taxation of operations with the participation of authorized capital has changed.

From 01/01/2016, there are rules according to which the following are subject to taxation on a general basis:

In 2017, the founder of the company can return the authorized capital or a share thereof.

But for this, it is necessary that the organization does not have any debts to creditors or government agencies. In addition, you must strictly follow the return procedure.

Authorized capital in connection with the liquidation of LLC

The liquidation of a limited liability company is a complex procedure that affects many aspects of the company's financial condition. One of distinctive features LLC is a mandatory presence of authorized capital. Its minimum value is 10,000 rubles. Depositing the entire amount to the account is possible within 1 year after the opening of the organization.

When registering, 50% is enough - 5,000 rubles. At the time of opening an LLC and during the entire period of its existence, the authorized capital may be presented in monetary or property equivalent at the choice of the founders.

Its size is fixed in the charter of the organization and cannot be less than the specified value when the LLC conducts entrepreneurial activities.

Accounting and posting of the authorized capital in the process of liquidation

In case of voluntary liquidation of an LLC, the authorized capital is reflected in the item "Liability". It is posted to debit account No. 80 in correspondence with credit account No. 84 (“Unallocated loss”) or credit account No. 99 (“Profit and loss”).

The reflection of the authorized capital in the settlement with the founders is carried out as follows:

1. Debit account No. 80 "Authorized capital".
2. Credit account No. 75 "Settlements with the founders".

If the authorized capital of the organization has a property expression, then the entries on account No. 80 can go in correspondence with:

1. Credit account No. 01 "Fixed assets".
2. Credit account No. 41 "Goods".
3. Credit account No. 51 "Settlement account".

After this posting, the organization has the right to close the bank account.

According to the order of the Ministry of Finance No. 44, when an LLC is liquidated by the method of reorganization, the founders are not obliged in any way to reflect the transfer of the authorized capital to the successor. In practice, correspondent accounts No. 00 are used to structure accounting and avoid confusion.

Calculation of the authorized capital in case of alternative liquidation of the organization

Alternative liquidation implies the continuation of the actual activities of a limited liability company and comes down to structural changes of the following nature:

1. Withdrawal of one or more participants from the LLC. Such an opportunity for the founder can be determined only by the charter of the organization. This is stated by the Federal Law on LLC. Otherwise, its exit is possible only with the consent of other founders. The specifics of the procedure should also be described in the articles of association.

The sole founder of an LLC does not have the right to withdraw from its composition under any circumstances. The share of the authorized capital of the participant automatically passes to the LLC, and he receives the cash equivalent of its actual value within a certain period of time.

The procedure for excluding a participant from among the members of an LLC is reduced to the following stages: filing an application for withdrawal, consideration of the application at a general meeting of founders, adoption of a decision, notification of the Federal Tax Service, provided in the form P14001. The duration of the procedure is not specified by law.

The participant's share is distributed among other founders in proportion to their shares or sold to third parties. The actual value of the share is calculated as the ratio of the nominal value to net assets and authorized capital of LLC. The payment must be made within a period of 3 months or another, specified in the charter.

2. Changes in the structure of the company in connection with its reorganization (merger, acquisition, division).

In this case, the authorized capital is formed anew, but to create it, funds are used that are different from those used when opening an LLC.

When an organization is created, capital is made up of the assets of its participants, and during reorganization, it is made up of liabilities. Liabilities represent authorized capital and other funds (retained earnings, additional capital, Reserve capital) of the predecessor company.

The authorized capital of a new LLC can be either more or less than the previous one. The same applies to the size of the shares of the participant. The formation of the authorized capital of the newly created organization occurs after the repayment of debts and loans of the disbanded LLC.

Distribution of the authorized capital in connection with the liquidation of the LLC

Closing a company is a complex and multi-stage process, which must be carried out strictly according to the regulations prescribed by law. The authorized capital upon liquidation of an LLC can be distributed among the participants only after the satisfaction of creditors' claims.

The procedure takes place taking into account the shares of the founders, fixed in the charter of the organization. Distribution is carried out after drawing up the liquidation balance sheet. The amount that remains on the balance sheet and is the source for cash payments to the founders. It can be either more or less than the authorized capital.

If accounts payable exceed the liabilities and assets of the organization, a negative amount appears in the final line of the liquidation balance sheet.

Does this mean that the founders must additionally invest personal funds to pay them off?

No, in order to predict such situations, an interim liquidation balance sheet is approved, in which all expenses to cover debts should be taken into account. It serves to draw up a competent strategy for the sale of property and the procedure for repaying loans.

The final balance upon liquidation can be positive (which leads to the subsequent distribution of funds) or zero (in this case, the participants lose their share of the authorized capital).

Accounting for authorized capital in bankruptcy

When a limited liability company is declared bankrupt on its initiative or otherwise, the authorized capital is completely spent on paying off debts. This is done as part of the competitive process. Its procedure is established by Federal Laws No. 127 and No. 14.

The authorized capital is realized in the course of open auction no preemptive right to purchase. The procedure is carried out by the bankruptcy trustee appointed by the arbitration court. This body also exercises control over its activities.

The liquidation of an LLC is the termination of activities, the loss of the powers of the enterprise and exclusion from the federal register. Read the details at this link.

Termination of the activities of a branch is not as complicated as the liquidation of an enterprise as a whole. The liquidation procedure for a branch of a legal entity consists of the following stages. Follow the link and find out.

• Phones for Moscow:
• Phones for St. Petersburg:

For regions - DOB.530

Add a comment Cancel reply

Categories

Fresh comments

Get a free legal consultation right now:

Moscow and region

St. Petersburg and the region

The creation of any legal entity has its reasons as well as its closure. In such situations, each participant must first of all know how the authorized capital is returned to the founder during liquidation and how the company's property is distributed and written off.

Key Concepts

The presence of authorized capital is a prerequisite for opening a legal entity. Without it, it is simply impossible to start any entrepreneurial activity within the organization. The amount depends on the legal structure of the legal entity.

Capital replenishment is provided for at the expense of financial or property investments of the founders. The legislation determines that it is permissible to deposit funds both in rubles and in foreign currency (in this case, the amount of the authorized capital is reflected in the balance sheet in rubles at the MICEX exchange rate).

Provided that the capital is formed by material assets(equipment, machinery, etc.) or intellectual assets (computer programs, unique developments, etc.), then when entering them, they should be evaluated and displayed already in monetary terms.

If the capital comes from cash investments, then until the submission of all the documents necessary for registration of a legal entity, it should be placed in a special bank account. This process looks like this:

• The founders are determined with a bank that suits them as a service bank.
• The size of the authorized capital is calculated. It should be taken into account that for different categories it is not the same for legal entities (for example, for Open Joint Stock Companies its amount must be at least 100 thousand rubles).
• The issue is being resolved with the number of declared participants, whose contributions form capital.
• An account is opened in the bank, to which all funds are received.
• As soon as the firm completes the registration process as a legal entity, the money must be transferred to the current account of the newly created organization.

If the capital consists of material values, then the participants must sign an act of acceptance and transfer of property. Officially, the contribution is fixed only after the created structure acquires the status of a legal entity.

To start the activity of the organization, the authorized capital is required

Thus, we can say that the authorized capital of the organization performs the following functions:

• Allows you to open and register a company as a legal entity.
• Helps to establish the amount of the share of profits due to each founder, depending on the size of the contribution to the Criminal Code.
• Guarantees creditors that in the event of force majeure, they will be able to return all their investments.

The legislative framework

The main goal of creating the adoption of legislative acts relating to legal entities and their capital is to maintain the parity of interests of states, creditors and members of the company.

The main issues in this area are addressed by the following legal documents:

• Civil Code of the Russian Federation.
• Federal Law No. 161, which considers the activities of state-owned enterprises.
• Federal Law No. 14, which regulates all aspects related to LLC.
• Federal Law No. 208.

Reasons for liquidation

Considering that a firm can be liquidated on a voluntary basis and involuntarily, the reasons for these two types are different. If an organization terminates its activities based on an internal decision of the constituent assembly, then the reasons for this may be the following:

• The company becomes unprofitable or its profit is very small.
• Contradictions arise between the participants that cannot be resolved in any other way.
• When all founders leave, if they no longer want to engage in that type of commercial activities, to which the liquidated structure is oriented.
• The purpose for which the organization was created has been fully achieved.
• The time frame for which the opening of the legal entity was oriented has ended (for example, the license has expired).

Both the owner and the state can initiate the liquidation process. body in case of violations

Provided that the liquidation occurs as a result of a court decision or an order of authorized government agencies, the reasons for this may be the following:

• The company was initially opened with violations of the law.
• The legal entity carries out illegal activity or one that is not stated in the Charter of the organization.
• The work of the enterprise is not supported by the availability of the necessary permits(certificates, licenses, etc.).
• Bankruptcy.
• Tax evasion.

There are a number of other reasons that are difficult to classify:

• Force majeure circumstances. It can be both a natural disaster and a terrorist act, i.e. something that can cause damage to property, but does not depend on the will of the participants in the enterprise.
• An organization can also be closed simply because its founders lose interest in its further activities.

Instructions for the return of capital

According to the Civil Code of the Russian Federation, all founders of an organization after its liquidation have the right to take their part of the capital. But they can realize it only after the final settlement with all creditors who managed to present their claims to the legal entity. If the financial savings on the company's accounts are not enough, then the organization's property is sold to repay debts to creditors. In order for this process to be carried out in full in accordance with the law, a liquidation commission is being appointed, which deals with it.

After all the necessary payments in favor of creditors are made, the remaining property is divided between the founders. This is done in the following order:

• First of all, they are calculated according to the available profit.
• The property that remains is distributed among the participants depending on the shares that they contributed to the capital.

Money is returned to depositors either through a bank (using a payment order), or through the cash desk of the enterprise itself.

Before returning the capital, the founder must pay off all creditors

If the liquidation of an LLC occurs through a sale, the capital goes to citizens in the following order (the same applies to JSC, MUP, etc.):

• Persons with injuries of varying severity, if the enterprise is guilty of them.
• Employees who should be paid all outstanding wages and benefits.
• State structures and funds.
• Lenders.
• Founders (participants) of the organization.

What documents are required

The liquidation process is accompanied at all stages by the need to draw up all kinds of documents. It looks like this:

• Minutes in which the decision on liquidation, adopted at the general meeting, is recorded.
• Notice of impending liquidation to the Tax Office (must be sent within 3 business days after the meeting).
• Information letter on the formation of the liquidation commission.
• An interim liquidation balance sheet, in which all debts should be displayed, as well as a list of all tangible property of the company and the amount of monetary assets. This document is drawn up no earlier than 2 months after the publication of information on the beginning of liquidation, so that all creditors have time to present their claims. After completion of work on the document, it must be certified by a notary and sent to Tax Service.
• Act on the distribution of balances of funds, which must be signed by all founders and members of the liquidation commission.
• The final liquidation balance sheet is drawn up only after all debts to creditors, government agencies and employees of the enterprise are repaid.
• Receipt confirming the fact of payment of state duty.

In addition, all primary documents, accounting reports for the entire period of existence of the enterprise, correspondence with funds and government agencies.

The liquidation process must be accompanied by a variety of documentation

accounting entry

There are two posting options to write off capital on liquidation. The first is used when reflecting a profitable balance. In this case, Debit 99 (Credit 84) shows the profit of the legal entity. And Debit 84 (Credit 80) reflects the increased capital.

If the liquidated organization is unprofitable, then the second posting option is used. The authorized capital is debited by Debit 80 (Credit 84). The remaining finances, which must be distributed among the founders, are fixed at Debit 80 (Credit 75), and the size of the shares of each participant are reflected at Debit 75 (Credit 50 (51)).

Are they subject to income tax?

According to the Civil Code of the Russian Federation, the property of a legal entity, if it is formed at the expense of contributions from the founders, is recognized as the property of this organization. This means that if, in the process of liquidation, the participants receive part of the capital, it is recognized as income acquired at the expense of someone else's property. And if we turn to the Tax Code of the Russian Federation (Article 210), then it follows from this that the returned shares of capital should be subject to personal income tax in the amount of the standard 13%. At the same time, each recipient has the right to reduce this amount if he is able to submit to the Tax Service documents confirming his expenses for the acquisition of shares (shares) of the liquidated enterprise.

Implementation timeline

Distribution of authorized capital upon liquidation can vary significantly in terms of time. They depend on many factors. First of all, on the number of creditors who have submitted their claims and on the amount of money in the company's account. The legislation does not regulate this issue. The liquidation process itself can take from six months to several years. The only time period that is indicated in the Civil Code of the Russian Federation is mandatory for compliance liquidation commission- this is a period of 2 months, which should be waited after the publication of information in the media, so that creditors can claim their rights.

You can additionally learn about the return of the authorized capital from the video:

Attention! In connection with latest changes in legislation, the legal information in this article could be out of date!

Bankruptcy is a fairly common procedure today, which is known to almost everyone. However, not many people know what happens next after the founder of the LLC is declared bankrupt.

What does the legislation say?

Bankruptcy procedures are regulated by the Civil Code of the Russian Federation. It states that the founders are not liable for the obligations of the LLC, however, the company itself is not liable for the obligations of its founders.

The situation when not the company itself is declared bankrupt, but only the founder ( individual) deserves special attention.

If the founder of an LLC is bankrupt and he is also the owner of the business, then this means that this organization does not have property and any monetary assets in order to be able to pay off creditors.

Often there are situations when the company does not have any industrial equipment, no furniture, no office equipment, no money in the accounts - nothing at all that can be sold in favor of the debt. At the same time, the debtor tries to sell shares, get rid of property, and resorts to various frauds. In this case, if he cannot be convicted of an offense, such a person is declared bankrupt. After that, the organization is evaluated by an arbitration manager or an involved expert and put up for sale using electronic trading to pay off the debts of the founder of the bankrupt LLC.

Bankruptcy procedure

Like any citizen, a member of an LLC may accumulate accounts payable, which he is unable to repay. The composition of such debt is not fundamental - it can be overdue loans for business or personal needs, tax debts, fines, alimony, etc.

Both the debtor and the authorized body (for example, tax office) and its creditors. To accept the application, it is necessary that the amount of the debt is more than 500 thousand rubles, and the time of delay in its payment is more than 3 months. At the same time, taking into account the requirements of the law, the debtor himself must apply to arbitration within 30 days if the satisfaction of all such claims from creditors leads to the impossibility of paying the debt.

After acceptance of the application and other documents attached to it and confirming the arguments of the applicant, a determination is made on the validity of this application. The approval of a positive decision is considered the beginning of the procedure for declaring the founder of the LLC bankrupt. And then there are a number of different procedures that will be discussed below.

Debt restructuring

After the application of the debtor or its creditors is accepted, the latter are given 2 months to form a list of claims against the debtor - all debts of the founder of the LLC are subject to inclusion here. Upon completion of the formation of this register, a citizen, an authorized body or creditors within 10 days prepare a debt restructuring plan, which indicates the procedure for repaying debts, as well as the period of this event.

If the debtor and other interested parties have not submitted a debt restructuring plan, the financial manager, taking into account the requirements of the law, proposes to the meeting of creditors that the debtor be declared bankrupt and the sale of the property that belongs to him begins.

So, the founder of the LLC is declared bankrupt. What restrictions will be placed on it?

Restrictions for the debtor-founder of LLC

In the process of debt restructuring, that is, from the moment the bankruptcy petition is accepted and recognized as justified, until the debt is fully repaid or the property begins to be sold, the founder of the LLC is subject to the following restrictions:

1. The founder has the right to make one or several related transactions for a monetary amount of more than 50 thousand rubles. from securities or in relation to its own share in the LLC after the permission of the financial manager. The list of such transactions includes: acquisition of shares in an LLC; alienation or other transactions that may lead to further loss of a share in an LLC, transfer of shares as collateral.
2. Obtaining and issuing loans, execution of guarantees or guarantees for debts of third parties, transfers of debts and other similar transactions, which does not depend on the size of their amount, are made only after receipt written consent manager.
3. A bankrupt is prohibited from acquiring shares in the authorized capitals of enterprises or making contributions to the authorized funds.

It should be remembered that the provisions of Federal Law No. 127, which regulates the consequences of bankruptcy, in no way limit the right to participate in the management of the LLC in the process of restructuring the debt of the founder.

What to do with an LLC if the founder is bankrupt?

Consequences of bankruptcy of the founder of LLC

From the day the founder of an LLC is declared bankrupt (an appropriate ruling is issued by the arbitration court), all of his property, including his share in the LLC, is contributed to the bankruptcy estate. This means that the consequences that are listed in the above federal law, in particular:

1. Any transactions involving the debtor's property, which are made without the permission of the finance manager, are considered void.
2. The rights to dispose of the property of the bankrupt founder of an LLC are transferred to the disposal of financial managers. Accordingly, the powers to participate in the management of the LLC (for example, voting at meetings, etc.), the protection of corporate and property rights in court should also be transferred to him.

Proposals to court

If the sole founder of the LLC is bankrupt, from the time the property inventory processes are completed, the financial manager, according to information from Federal Law No. 127, must submit proposals to the arbitration court within 30 days that relate to the procedure, price and timing of the sale of the founder's property. According to the same legislative act, if the arbitration or creditors do not come to a different opinion, the share of the LLC participant must be sold at auction. Creditors also have the opportunity to take ownership of a share of an LLC (if the charter of this organization allows such an option) to pay off debts.

What happens to an LLC when the founder goes bankrupt is important to find out in advance.

What to do if the property is not sold?

Sometimes it happens that the property of the founder of an LLC or its share cannot be sold and none of the creditors is willing to accept them as debt relief. In such a situation, the financial manager, by virtue of the provisions of Federal Law No. 127, is obliged to transfer them to the founder-debtor, whose right to full disposal of his property or shares in the LLC is subject to restoration. Thus, the property of the founder-bankrupt is contributed to the bankruptcy estate for further sale to pay off all existing debts. If no one wishes to acquire it, the ownership rights are returned to him in full.

We examined what the responsibility of the founder of an LLC is in bankruptcy.