Liquidation commission of a legal entity. Powers and activities of the liquidation commission or liquidator upon closure of the LLC Liquidation commission or liquidator what is the difference

A liquidation commission is a special body created to permanently terminate the activities of an organization. It can be created both on a voluntary and compulsory basis, depending on the reasons for the closure of the company.

The Commission includes a group of persons who, in accordance with legal requirements, are selected by the head of the company or his appointed structure during the liquidation process. The procedure for creating this body can take place with the participation of other founders of the LLC. If it is created on a compulsory basis, then the process falls on the shoulders of the arbitration court.

Who can be a liquidator

begin with . A notarized notice should be sent within three days after the business was closed. In return, the tax office provides a certificate of registration and an extract from the Unified State Register of Legal Entities. After that, the Federal Tax Service should issue local act, which will contain a list of powers that are transferred to the commission or the liquidator.

There are no specific requirements for the commission members in the laws, therefore, this body usually includes interested employees of the organization - lawyers, economists, accountants, founders etc. If the liquidation process is carried out through the court in a compulsory manner, then the role of the liquidator is played by bankruptcy commissioner.

When the commission is formed, you must notify the tax office.

The legislation of the Russian Federation does not distinguish between the concepts of a liquidation commission and a liquidator, so each company can leave the choice to itself. However, there are cases when the tax authorities require the creation of a commission, which will still consist of one person.

Powers, functions and responsibilities

Suppose that the decision to close the LLC has already been made, and a commission headed by the chairman has been appointed. Now it is this body that begins to monitor compliance with all legislative procedures.

After that, a message about the beginning of the liquidation process should be placed in the journal "Bulletin of State Registration". The following information is sent there:

1. Name of the organization.
2. The address.
3. Time frames for liquidation and order of the process.
4. Details of the decision to close.
5. Contacts so that the creditors of the company can state their claims.

It should be noted that the current legislation of the Russian Federation does not establish strict deadlines for posting this message. But the period for the statement of creditor claims begins precisely from the moment of publication. Moreover, this period should be at least 2 months.

In addition, the commission is obliged to take other measures to find and timely notify creditors. All this must be done in writing and indicate the deadline for filing claims.

It is imperative to make copies of notices and store them on the company's premises.

Two months after publication, an interim is drawn up. This economic indicator reflects financial condition legal entity... Preparing the balance sheet allows you to determine the main economic indicators enterprises, the size of its assets, liabilities, various debts, the total amount of borrowed capital, etc.

At the moment, the law does not establish a clear sequence of actions when drawing up such a balance, therefore, members of the commission must rely on accounting rules.

The head of the liquidation commission sends the following package of documents to the Federal Tax Service:

• Receipt for payment of the state fee.
• Interim liquidation balance sheet.
• Application for registration of a legal entity in connection with its liquidation.

The signature of the person of the witness must be confirmed by a notary.

Since 2015, legal entities have more than are not required to notify Pension Fund on the liquidation process... Now the document on the provision of data to the FIU can be obtained from the tax service on the basis of interdepartmental cooperation.

The listed set of documents can be sent to the registration authorities in the following ways:

• v in electronic format using the built-in function on the nalog.ru website;
• a representative who has a power of attorney certified by a notary;
• by mail;
• personally by the head of the liquidation commission.

Only after the tax service receives these documents, the final decision on liquidation will be made. Therefore, the tax return should take into account the entire period up to that day, and not until the moment when the company management or the arbitration court decided to close the business.

Full instructions for the LLC termination procedure are presented in the following video:

Step-by-step procedure for the commission's work

According to article 63 of the Civil Code of the Russian Federation, the liquidation commission or liquidator must act in the following order:

1. Place a message in the press about the upcoming closure of the LLC. It is also necessary to notify about the timing and procedure for accepting applications from creditors regarding the payment of debts.
2. Independently notify creditors that the legal entity will be liquidated. This must be done by any means possible, including in writing.
3. After graduation the deadline draw up an interim liquidation balance sheet.
4. If necessary, you should arrange for the sale of company assets to public auction or auctions to pay off all outstanding debts.
5. On the basis of the balance sheet, it is necessary to pay off the creditors of their debts. It should be noted that the order of payments must be strictly observed.
6. After payments to all creditors, the commission draws up a final liquidation balance sheet, which will display the state of the enterprise's property after payment of debts.
7. Further, the remainder of the funds is distributed among the members of the company, who have property rights to them.
8. To complete the procedure, the commission submits an application to the tax authorities and registers the liquidation of the company in the Unified State Register of Legal Entities.

After the certificate of registration of the LLC liquidation is issued, the legal entity is considered closed, and the commission ceases to exist.

The activities of the liquidation body are carried out not for the material enrichment of individuals or society as a whole, but for the observance of the implementation of the law and the rights of creditors. Therefore, the commission also has other powers:

• issuance of powers of attorney;
• protection of the interests of a legal entity in court;
• company property management, property appraisal, inventory;
• closing all bank accounts of an economic entity except one, on which all funds will be accumulated;
• collection of receivables;
• transfer of documentation of a legal entity to the archive;
• making a decision on the dismissal of employees of the enterprise.

Liquidation Commission created upon termination of the organization's activities (its liquidation) in order to resolve various issues arising in the course of the procedure (for example, to prepare interim and final liquidation balance sheets). The procedure for creating a commission should be given special attention, since this body acts on behalf of the organization and fully manages the affairs of a legal entity. We will discuss these issues in our article.

Legal basis for creating a commission

The legal basis for creating a commission is the termination of the activity of a legal entity through its liquidation in accordance with Art. 61 of the Civil Code of the Russian Federation. Termination of activities can be carried out both by decision of the founders, and by compulsory (by court decision).

On the founders in the event of the termination of the organization's activities by virtue of paragraph 3 of Art. 62 of the Civil Code of the Russian Federation, the obligation to resolve certain issues may be assigned, for example:

• appointment of a liquidator or commission;
• development of a liquidation procedure;
• establishment of the terms of liquidation.

When exercising powers to terminate the activities of an organization, the created body is obliged to act in strict accordance with current legislation and taking into account the interests of both the founders of the organization and the creditors.

According to paragraph 5 of Art. 62 of the Civil Code of the Russian Federation, in the event of the founders' evasion from the creation of a commission and non-compliance with the regulatory procedure for the termination of the organization's activities, a judicial liquidation procedure may be initiated. Both interested parties (for example, creditors of an organization that cannot pay off its obligations) and state bodies can demand the initiation of a case. In such a situation, liquidation takes place in court with the involvement of an arbitration manager.

The procedure for drawing up and a sample order on the creation of a liquidation commission

To confirm the fact of the creation of the commission, an order is drawn up signed by the head of the legal entity. A sample of this document is available for download on our website.

The order is a local act and therefore must be drawn up in writing, signed by the head of the organization and certified by the seal. Responsible employees and officials must be familiar with the document, which is confirmed by their personal signatures in the act of acquaintance, receipt or the text of the order.

The order is drawn up taking into account the following features:

1. Issued on letterhead organizations. This requirement optional, it is advisory in nature. You can read more about letterhead.
2. Must have registration number and date. The numbering procedure depends on the local acts regulating this procedure in the organization. You can read more about numbering in our other article.
3. Before the introductory part, the title is indicated - "Order on the liquidation of the organization and the creation of a commission."
4. If the order is not issued on the company's letterhead, it must indicate the name of the organization (full and abbreviated) and its details.
5. The document must contain the basis for its preparation, indicating the details of the decision on the basis of which the liquidation procedure was initiated.
6. The document includes a list of persons included in the commission, indicating information about the chairman, deputy, members of the collegial body.
7. The order must indicate the time period during which the liquidation must be carried out, and the time frame for submitting reports on the work carried out, including the interim and final liquidation balance sheets.
8. The order must contain information about the person who is obliged to control its execution. After signing with the order, all members of the commission and other officials must be familiarized with signature.

The composition of the liquidation commission during the liquidation of the organization. How many people should it be?

The liquidation of the organization is within the competence of the general meeting or the sole founder. In the event of a voluntary termination of activities, the fundamental document will be the decision of the members of the company, which should additionally contain a condition on the creation of a commission. The composition of the liquidation commission for the liquidation of a legal entity is prescribed in the order on the creation of this body.

The legislation does not establish requirements for the presence of certain skills, experience and level vocational education members of the commission. This means that the founders and the head of the organization independently decide on the composition of the liquidation body.

However, in the event of liquidation certain types organizations and enterprises by special regulations certain requirements for the composition of the commission may be established. In particular, if the organization is established by the Russian Federation, its subject or local government, in the composition of the commission, in accordance with paragraph 4 of Art. 57 of the Law "On Limited Liability Companies" dated 08.02.1998 No. 14-FZ, a representative must be included federal body, a body of a constituent entity of the Russian Federation or a municipality.

It is not legally established how many people should be on the liquidation commission. As a rule, the commission includes:

• accountant;
• lawyer;
• economist;
• other persons, whose entry will ensure the achievement of the set goals, taking into account the observance of the norms and principles of the legislation.

In addition, the liquidation commission usually includes members of the organization.

Regardless of the number of members of the commission, including in cases where the sole founder acts as a liquidator, an appropriate order will need to be issued. In practice, the commission most often includes the head of the organization, Chief Accountant and the head of the legal department. If there are two or more members, a chairman is appointed from among them.

Note that the members of the commission by virtue of Art. 2.4 of the Code of Administrative Offenses of the Russian Federation are officials and can be brought to administrative responsibility in case of violation of the rule of law, for example, under Art. 14.25 of the Code of Administrative Offenses of the Russian Federation (in terms of violation of the obligation to provide the FTS with information on the progress of the liquidation procedure in a timely manner).

Liquidator or LLC Liquidation Commission? Legal status and competence

From the moment of creation / appointment, the liquidation commission and the liquidator are representatives of the legal entity, while the head loses the right to represent the interests of the organization in state and municipal bodies, courts, relations with counterparties.

It is important to note that legal status the liquidator and the commission are the same due to the absence of differences in competence, which is directly indicated by clause 1.4 of the letter of the Federal Tax Service dated 03.29.2018 No. GD-4-14 / 5962 @. In this case, the founders independently decide whether to create a commission or appoint a liquidator.

The legal powers of the commission and the liquidator are also identical and usually provide for the following set of rights and obligations:

• representing the interests of the organization;
• publication of information in the media about liquidation and the procedure for filing claims within the prescribed period;
• implementation of measures aimed at identifying creditors and forming accounts receivable;
• sending notifications to creditors about the upcoming liquidation;
• formation of an interim liquidation balance sheet;
• sale of property in order to pay off debts to creditors;
• filing an application with an arbitration court to declare the organization bankrupt if there are signs of insolvency;
• priority payments Money according to the claims of creditors;
• preparation of the final liquidation balance sheet.

The specified list is not exhaustive and can be expanded by the decision of the founders of the liquidated organization. The created temporary body terminates its activities upon reaching the set goal, that is, after entering information on the termination of the legal entity's activities in the Unified State Register of Legal Entities.

Thus, the liquidation commission of a legal entity is appointed in the event that a decision is made to liquidate the company or the organization is liquidated forcibly. From the moment the commission is appointed, the head of the legal entity ceases to exercise his powers, which are transferred to the commission. The task of this body is to prepare the organization for final liquidation, drawing up liquidation balance sheets, organizing payments to creditors on existing debt obligations, etc.

Compilation of liquidation balance sheets "at zero activity"	RUB 10,000	1-2 business days	To order
Compilation of liquidation balance sheets "if available financial activities»	RUB 15,000	1-2 business days	To order
Reorganization in the form of a merger or acquisition	RUB 39,000	4-6 months	To order
Official liquidation	RUB 60,000 RUB 30,000	4-6 months	To order
Official liquidation from accounting support	from 50,000 rubles	4-6 months	To order

Submit your application

The liquidation of firms begins with a decision on liquidation by the governing body. Then a notification about the start of the procedure is sent to tax services and a corresponding entry is made in the Unified State Register of Legal Entities (USRLE). The next step in the process is the appointment of a liquidation commission.

The liquidation commission, in accordance with paragraph 2 of Article 62 of the Civil Code of the Russian Federation, is appointed by the body that made the decision to liquidate the company. This could be:

• general meeting shareholders;
• meeting of participants;
• judicial authorities, by decision of which the company is going to be closed.

Based on the decision to appoint a liquidation commission, all powers for further actions of the company are transferred to its competence.

The liquidation commission may consist of:

• from the heads of the company;
• company founders or members;
• representatives of founders or members;
• representatives of the labor collective of the enterprise itself.
• The head of the liquidation committee is also appointed by the body initiating the closure of the company, usually it becomes general manager companies.

In accordance with article 63 of the Civil Code of the Russian Federation, the liquidation commission must carry out the following actions:

1. Submit a message in the press about the upcoming liquidation of the company, as well as the timing and procedure for accepting creditors' applications for payment of debts. Moreover, the period for filing claims must be at least two months.
2. Notify creditors on your own about what will be done by others possible ways, including in writing.
3. At the end of the appointed period, draw up a liquidation balance sheet, which displays the entire list of tangible and intangible assets and liabilities. It must also contain complete information about the existing accounts payable and receivable and decisions on their satisfaction.
4. If necessary, the liquidation commission must carry out the sale of the company's property with public auction in order to ensure the payment of all existing debts.
5. On the basis of the interim liquidation balance sheet, the commission makes payments to creditors, while the sequence of payments prescribed by law must be strictly observed.
6. After all claims of creditors are satisfied, the liquidation commission is obliged to draw up a final liquidation balance sheet, which will reflect the final state of the enterprise.
7. Then the remaining funds are distributed among the members of the company who have property rights to them.
8. To complete the procedure, the liquidation commission submits an application to the tax authority for registering the liquidation of the company in the Unified State Register of Legal Entities.

After receiving the Certificate of registration of the liquidation of the company, the enterprise is considered liquidated, and the liquidation commission - ceased to operate.

1.1. This document defines the policy of the Limited Liability Company "" (hereinafter - the Company) in relation to the processing of personal data.

1.2 This Policy has been developed in accordance with applicable law Russian Federation about personal data.

1.3 This Policy applies to all processes for the collection, recording, systematization, accumulation, storage, clarification, retrieval, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data carried out using automation tools and without using such means.

1.4. The policy is strictly followed by the employees of the Company.

1. Definitions

personal data- any information relating directly or indirectly to a specific or identifiable individual (subject of personal data);

operator - government agency, municipal authority, legal or individual, independently or jointly with other persons organizing and (or) carrying out the processing of personal data, as well as determining the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data;

processing of personal data- any action (operation) or a set of actions (operations) performed with the use of automation tools or without the use of such tools with personal data, including collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;

automated processing of personal data- processing of personal data using computer technology;

dissemination of personal data- actions aimed at disclosing personal data to an indefinite circle of persons;

provision of personal data- actions aimed at disclosing personal data to a certain person or a certain circle of persons;

blocking of personal data- temporary termination of the processing of personal data (unless the processing is necessary to clarify personal data);

destruction of personal data- actions as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which material carriers of personal data are destroyed;

anonymization of personal data- actions as a result of which it becomes impossible to determine the ownership of personal data by a specific subject of personal data without using additional information;

personal data information system- a set of personal data contained in databases and ensuring their processing information technologies and technical means.

1. Principles and conditions for the processing of personal data

3.1. The processing of personal data is carried out on the basis of the following principles:

1) The processing of personal data is carried out on a legal and fair basis;

2) The processing of personal data is limited to the achievement of specific, predetermined and legal purposes. Processing of personal data that is incompatible with the purposes of collecting personal data is not allowed;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes incompatible with each other;

4) Only those personal data that meet the purposes of their processing are subject to processing;

6) When processing personal data, the accuracy of personal data, their sufficiency, and, if necessary, relevance in relation to the stated purposes of their processing is ensured.

7) The storage of personal data is carried out in a form that makes it possible to determine the subject of personal data no longer than the purpose of processing personal data requires, if the storage period for personal data is not established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. The processed personal data are subject to destruction or depersonalization upon achievement of the processing goals or in case of loss of the need to achieve these goals, unless otherwise provided by federal law.

8) The company in its activities proceeds from the fact that the subject of personal data provides accurate and reliable information during interaction with the Company and notifies the representatives of the Company about changes in his personal data.

3.2. The company processes personal data only in the following cases:

• processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
• the processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
• the processing of personal data is necessary for the execution of a judicial act, an act of another authority or official subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
• the processing of personal data is necessary for the execution of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as for concluding an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be the beneficiary or guarantor;
• the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if it is impossible to obtain the consent of the subject of personal data;

3.4. The company has the right to entrust the processing of personal data of citizens to third parties, on the basis of an agreement concluded with these persons.
Persons who process personal data on behalf of LLC Legal Company "Start" undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ "On Personal Data". For each person, a list of actions (operations) with personal data that will be performed by a legal entity carrying out the processing of personal data, the purposes of processing is determined, the obligation of such a person to maintain confidentiality and ensure the safety of personal data during their processing is specified, and requirements for the protection of processed personal data are specified. data.

3.5. If the Company entrusts the processing of personal data to another person, the Company bears responsibility to the subject of personal data for the actions of this person. The person who processes personal data on behalf of the Company is responsible to the Company.

3.6. Acceptance based solely on automated processing personal data, decisions that give rise to legal consequences in relation to the subject of personal data or otherwise affecting his rights and legitimate interests are not carried out by the Company.

3.7. The company destroys or depersonalizes personal data upon achievement of the processing goals or in case of loss of the need to achieve the processing purpose.

1. Personal data subjects

4.1. The company processes the personal data of the following persons:

• employees of the Company, as well as entities with which contracts of a civil nature have been concluded;
• candidates for replacement vacancies in company;
• clients of LLC Legal Company "Start";
• users of the website of LLC Legal Company "Start";

4.2. In some cases, the Company may also process personal data of representatives of the above-mentioned personal data subjects authorized on the basis of a power of attorney.

1. Rights of subjects of personal data

5.1. The personal data subject whose data is processed by the Company has the right to:

5.1.1. Receive the following information from the Company within the time frame provided for by the Law:

• confirmation of the fact of processing of personal data by LLC Legal Company "Start";
• O legal basis and the purposes of processing personal data;
• the methods of processing personal data used by the Company;
• the name and location of the Company;
• about persons who have access to personal data or to whom personal data may be disclosed on the basis of an agreement with LLC Legal Company "Start" or on the basis of federal law;
• a list of processed personal data relating to the citizen from whom the request was made and the source of their receipt, unless another procedure for providing such data is provided for by federal law;
• on the timing of processing personal data, including the timing of their storage;
• on the procedure for the exercise by a citizen of the rights provided for by the Federal Law "On Personal Data" No. 152-FZ;
• name and address of the person processing personal data on behalf of the Company;
• other information provided for by the Federal Law "On Personal Data" No. 152-FZ or other federal laws.

5.1.2. Require clarification of your personal data, their blocking or destruction if the personal data is incomplete, outdated, inaccurate, illegally obtained or is not necessary for the stated purpose of processing.

5.1.3. Withdraw your consent to the processing of personal data.

5.1.4. Demand the elimination of illegal actions of the Company in relation to his personal data.

5.1.5. Appeal against the actions or inaction of the Company in Federal Service on supervision in the field of communications, information technology and mass communications or in court if a citizen believes that LLC Legal Company "Start" is processing his personal data in violation of the requirements Federal law№ 152-ФЗ "On personal data" or otherwise violates his rights and freedoms.

5.1.6. To protect their rights and legitimate interests, including compensation for damages and / or compensation for moral damage in court.

1. Obligations of the Company

6.1. In accordance with the requirements of Federal Law No. 152-FZ "On Personal Data", the Company is obliged to:

• Provide the subject of personal data, upon his request, with information regarding the processing of his personal data, or on legal grounds provide a reasoned refusal containing a reference to the provisions of the Federal Law.
• At the request of the subject of personal data, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or is not necessary for the stated purpose of processing.
• Maintain a Log for recording requests from subjects of personal data, which should record requests from subjects of personal data to obtain personal data, as well as the facts of providing personal data for these requests.
• Notify the subject of personal data about the processing of personal data if the personal data was not received from the subject of personal data.

The exceptions are the following cases:

The subject of personal data has been notified of the processing of his personal data by the relevant operator;

Personal data was obtained by the Company on the basis of federal law or in connection with the execution of an agreement to which the subject is a party or beneficiary or guarantor.

Personal data is obtained from a publicly available source;

Providing the personal data subject with the information contained in the Personal Data Processing Notice violates the rights and legitimate interests of third parties.

6.2. If the purpose of processing personal data is achieved, the Company is obliged to immediately stop processing personal data and destroy the corresponding personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by an agreement to which the subject is a party, beneficiary or guarantor. personal data, another agreement between the Company and the subject of personal data, or if the Company is not entitled to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-ФЗ "On Personal Data" or other federal laws.

6.3. If the subject of personal data revokes consent to the processing of his personal data, the Company is obliged to stop processing personal data and destroy personal data within a period not exceeding thirty days from the date of receipt of the said revocation, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

6.4. In the event of a request from the subject to stop processing personal data in order to promote goods, works, services on the market, the Company is obliged to immediately stop processing personal data.

6.5. The company is obliged to process personal data only with the written consent of the subject of personal data, in the cases provided for by the Federal Law.

6.7. The company is obliged to explain to the subject of personal data the legal consequences of refusing to provide his personal data, if the provision of personal data is mandatory in accordance with Federal Law.

6.8. Notify the subject of personal data or his representative about all changes concerning the respective subject of personal data.

1. Information about the implemented measures for the protection of personal data

7.1. When processing personal data, the Company takes the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access to them, destruction, alteration, blocking, copying, provision, dissemination of personal data, as well as from other illegal actions in relation to personal data.

7.2. Ensuring the security of personal data is achieved, in particular:

• identification of threats to the security of personal data during their processing in information systems ah personal data;
• the use of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems, necessary to meet the requirements for the protection of personal data, the fulfillment of which is ensured by the levels of personal data protection established by the Government of the Russian Federation;
• the use of the procedure for assessing the compliance of information protection means that have passed in the prescribed manner;
• evaluating the effectiveness of measures taken to ensure the security of personal data prior to the commissioning of the personal data information system;
• taking into account machine carriers of personal data;
• detection of facts of unauthorized access to personal data and taking measures;
• restoration of personal data modified or destroyed due to unauthorized access to them;
• establishing rules for access to personal data processed in the personal data information system, as well as ensuring registration and accounting of all actions performed with personal data in the personal data information system;
• control over the measures taken to ensure the security of personal data and the level of security of information systems of personal data.
• assessment of harm that may be caused to subjects of personal data in case of violation of the legislation of the Russian Federation in the field of personal data, the ratio specified harm and measures taken to ensure compliance with the legislation of the Russian Federation in the field of personal data.

1. In accordance with Federal Law of 08.02.1998 N 14-FZ "On limited liability companies" (hereinafter referred to as Law N 14-FZ), a limited liability company (hereinafter referred to as LLC, company) can be liquidated voluntarily in accordance with the procedure established RF, taking into account the requirements of N 14-FZ and the charter of the company. The procedure for liquidating a company is determined by the Russian Federation and other federal laws (clause 5 of article 57 of Law N 14-FZ).
In the Russian Federation, the grounds and procedure for the liquidation of a legal entity are established by Art. 61-64.1.
In the procedure for the liquidation of a legal entity, including LLC, the following stages can be distinguished:
- adoption by the authorized body of a decision on liquidation, appointment of a liquidation commission (liquidator);
- notification of the decision taken to the body that carries out state registration of legal entities (registering body) to enter the relevant information into the Unified State Register of Legal Entities (hereinafter - the Unified State Register of Legal Entities);
- publication of a notice on liquidation, the procedure and deadline for filing claims by creditors;
- drawing up an interim liquidation balance sheet;
- settlements with creditors;
- drawing up a liquidation balance sheet;
- state registration of the liquidation of a legal entity.
Let's dwell on each stage in more detail.

1. Adoption of a decision on liquidation, appointment of a liquidation commission (liquidator)

Liquidation of an LLC on a voluntary basis begins with a decision to liquidate it. The decision to liquidate the company is made by the general meeting of the LLC participants. Since in the situation under consideration there is one participant in the company, the decision on liquidation is made by this participant alone and is drawn up in writing. In addition, the only participant forms the composition of the liquidation commission or appoints the liquidator of the company (, Law No. 14-FZ).
The legislation does not restrict the circle of persons who can become members of the liquidation commission or who can be appointed to the position of the liquidator of the company. Members of the liquidation commission or liquidator may be members of the company, its head (general director, etc.), other employees of the company, as well as persons who are not employees of this legal entity.
From the moment the liquidation commission is appointed, the powers to manage the affairs of a legal entity (Civil Code of the Russian Federation, Law N 14-FZ) are transferred to it. Consequently, from the moment the sole participant of the LLC makes the appropriate decision, the powers of the sole executive body LLC (manager) for the management of the company's activities is transferred to the liquidation commission (liquidator). The head (chairman) of the liquidation commission or liquidator acquires the right to act on behalf of the LLC without a power of attorney.

2. Notification of the decisions taken by the registration authority

According to the Civil Code of the Russian Federation, Federal Law of 08.08.2001 N 129-FZ "On state registration of legal entities and individual entrepreneurs"(hereinafter - Law No. 129-FZ) the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity is obliged to notify the registration authority at the location of the liquidated entity in writing within three working days from the date of the decision on liquidation a legal entity with a decision on liquidation of the legal entity attached The registration authority must also be notified of the formation of a liquidation commission (appointment of a liquidator).
To do this, the company must submit to the registering authority a notice of liquidation of a legal entity in form No. Р15001, approved by the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6 / 25 @ (hereinafter - Order No. ММВ-7-6 / 25 @). The decision of the sole participant of the LLC on the liquidation of the company is attached to the notification.
The record that the company is in the process of liquidation is made by the registering authority in the Unified State Register of Legal Entities. From this moment on, the state registration of changes to the charter of the company is not allowed, as well as the state registration of legal entities founded by the company, or making entries in the Unified State Register of Legal Entities in connection with the reorganization of legal entities, the participant of which is a company in the process of liquidation (Law No. 129-FZ).
When filling out the notification in form N P15001, as well as other forms of documents submitted to the registering authority in connection with liquidation, it is necessary to take into account the Requirements for the execution of documents submitted to the registering authority (hereinafter - Requirements), which are contained in Appendix N 20 to N MMV- 7-6 / 25 @. In particular, in accordance with clause 1.11 of the Requirements, the composition of the application, notification or message (hereinafter also referred to as the application) submitted to the registering authority does not include blank sheets, as well as completely incomplete pages of multi-page sheets of the application form.
In section 2 "Notice submitted in connection with" Form No. P15001, the letter "V" marks the item corresponding to the basis for submitting the notice - making a decision on the liquidation of a legal entity or forming a liquidation commission, appointing a liquidator (clause 9.3 of the Requirements). If the only participant of the LLC decides on the liquidation of the LLC and on the formation of a liquidation commission (appointment of a liquidator) at the same time (before filing Form N P15001 with the registering authority in connection with the decision to liquidate the LLC), both named item. In this case, in the notification of form N P15001, in addition to the first sheet and sheet B containing information about the applicant, sheet A "Information on the formation of the liquidation commission / appointment of the liquidator" is filled in (clause 9.5 of the Requirements).
The notification is certified by the signature of an authorized person (applicant), the authenticity of which must be notarized. If by the time of submission to the registering authority of the notification of Form No. Р15001 in connection with the adoption of the decision on liquidation, the liquidation commission has already been formed (the liquidator has been appointed), the applicant in this case is, respectively, the head of the liquidation commission or the liquidator (, Law No. 129-FZ, p. May 14, 2014 legal positions in the field of state registration of legal entities and individual entrepreneurs posted on 01/30/2014 in the federal section information resource"Database" Question-Answer "and directed by the Federal Tax Service of Russia dated January 31, 2014 N SA-4-14 / 1645 (hereinafter - Legal Positions)).

3. Publication of a notice on liquidation, the procedure and deadline for filing claims by creditors. Drawing up and approval of the interim liquidation balance sheet

The liquidation commission (liquidator) is obliged to publish in the press (in the journal "State Registration Bulletin" - see the Federal Tax Service of Russia of 16.06.2006 N SAE-3-09 / 355 @) information on the liquidation of a legal entity, as well as on the procedure and deadline claims by creditors. This period cannot be less than two months from the date of publication of the liquidation. In addition, the liquidation commission (liquidator) is obliged to take measures to identify creditors and receive receivables, as well as notify creditors in writing about the liquidation of a legal entity (Civil Code of the Russian Federation).
After the expiration of the period for the creditors to present their claims, the liquidation commission (liquidator) draws up an interim liquidation balance sheet, which contains information about the composition of the property of the legal entity being liquidated, the list of claims made by creditors, as well as the results of their consideration. The interim liquidation balance sheet is approved by the participant (participants) of the LLC (Civil Code of the Russian Federation, Law N 14-FZ).
The registering authority is notified of the preparation of an interim liquidation balance sheet (Law No. 129-FZ) in accordance with Form No. P15001, approved by No. ММВ-7-6 / 25 @. In this case, in clause 2.3 of section 2 of the said notification, the sign "V" is put down, indicating that the notification was submitted in connection with the preparation of an interim liquidation balance sheet (clause 9.3 of the Requirements). The applicant, when filing a notification form N P15001 on this basis, is also the head of the liquidation commission or the liquidator (clause 14.2.05.35 of the Legal Positions).
In connection with the preparation of the interim liquidation balance sheet, only the "Notice of the liquidation of the legal entity" with the appropriate mark (clause 14.2.05.70 of the Legal Positions) must be submitted to the registering authority. The legislation does not require the presentation of the interim liquidation balance sheet itself.
Please note that the legislation does not link the need to publish a notice of liquidation, about the procedure and deadline for filing claims by creditors, as well as drawing up liquidation balances with the presence of accounts payable in a legal entity. Even in the absence of debts to creditors, the company must fulfill all the requirements statutory as part of the liquidation procedure of a legal entity. This means, in particular, that even in the case when the company has no accounts payable, the interim liquidation balance sheet can be drawn up and approved no earlier than two months after the announcement of the liquidation of the company is published in the journal "Bulletin of State Registration" ...

4. Drawing up and approval of the liquidation balance sheet

From the date of approval of the interim liquidation balance sheet, the liquidation commission (liquidator) begins to make settlements with creditors in the manner prescribed by the Civil Code of the Russian Federation. After settlements with creditors are made, the liquidation commission (liquidator) draws up a liquidation balance sheet, which is also approved by the sole participant of the company (Civil Code of the Russian Federation, the Law on LLC).
Of course, in the absence of accounts payable, the company does not need to make settlements with creditors. Therefore, we believe that in such circumstances, there is no need to maintain any period of time, and both liquidation balance sheets (interim and "final") can be drawn up and approved at the same time.
Since special forms of liquidation balances have not been approved by legislation, the interim liquidation balance sheet and liquidation balance sheet can be drawn up on the basis of the current form of the balance sheet approved by the Ministry of Finance of the Russian Federation dated 02.07.2010 N 66n, indicating the appropriate name "interim liquidation balance sheet" and "liquidation balance sheet" ( see in this regard, the Federal Tax Service of Russia dated 07.08.2012 N CA-4-7 / 13101).
The approval of the liquidation balance sheet can be formalized by the founders (sole participant) affixing the appropriate marks on the document itself or in the form of a decision to approve the liquidation balance sheet attached to the balance sheet itself (clause 14.2.05.49 of the Legal Positions).
We also note that the tax authority is obliged to declare its claims for the organization to pay all mandatory payments to the budget in the period from the date of submission to the registering authority of the notification of the decision to liquidate the legal entity (within three days from the date of the decision on liquidation) and before the submission of documents for state registration of the liquidation of a legal entity, provided for by Law N 129-FZ (no earlier than two months after the publication in the press of the publication on the liquidation of a legal entity - Law N 129-FZ) ( Methodical instructions for tax authorities on the uniformity of the procedure for deregistering a legal entity in connection with liquidation, approved by the Federal Tax Service of Russia dated 25.04.2006 N SAE-3-09 / 257 @).

5. State registration of liquidation of a company

After the approval of the liquidation balance sheet for state registration in connection with the liquidation of a legal entity, the following documents are submitted to the registering authority in accordance with Law N 129-FZ:
- an application for state registration of a legal entity in connection with its liquidation in the form No. Р16001 approved by No. ММВ-7-6 / 25 @, signed by the applicant (head of the liquidation commission or liquidator), the authenticity of the signature of which is notarized;
- liquidation balance sheet;
- a document confirming the payment of the state duty (at the moment, the state duty for registration of the liquidation of a legal entity on the basis of the Tax Code of the Russian Federation is 800 rubles);
- a document confirming the submission of information to the territorial body of the PFR in accordance with paragraphs. 1-8 p. 2 Art. 6 and clause 2 of Art. 11 of the Federal Law "On Individual (Personified) Accounting in the Compulsory Pension Insurance System" and in accordance with Part 4 of Art. 9 of the Federal Law "On Additional Insurance Contributions for Funded Pension and state support the formation of pension savings "(the submission of this document is optional; if it is not submitted by the applicant, this document is submitted by the PFR body at the interdepartmental request of the registering body).
When filling out an application form N P16001, it is necessary to take into account the provisions of section X of the Requirements.
The liquidation of an LLC is considered complete, and the company is considered to have ceased its activities after making an entry about it in the Unified State Register of Legal Entities (Civil Code of the Russian Federation).
Please note that in all cases requiring the entry of entries into the Unified State Register of Legal Entities, including the liquidation of a legal entity, the documents are submitted to the registering authority in one of the ways specified in clause 1 of Art. 9 of Law N 129-FZ.
2. The property of the LLC remaining after the satisfaction of the creditors' claims is transferred to its founders (participants). The procedure and sequence of distribution of the property of a liquidated LLC between its founders (participants) are established by Art. 58 of Law N 14-FZ.
The transfer of property to the founders (participants) is carried out by the liquidation commission (liquidator) of the company on the basis of the approved liquidation balance sheet (see the Eighteenth Arbitration Court of Appeal dated July 11, 2017 N 18AP-6767/17). Since the powers of the liquidation commission (liquidator) are terminated from the moment of state registration of the liquidation of the company (the Civil Code of the Russian Federation), the liquidation commission (liquidator) must make a decision on the distribution of property before making a corresponding entry in the Unified State Register of Legal Entities. Note that there are no regulatory requirements for the execution of the decision of the liquidation commission (liquidator). It seems that the decision of the liquidation commission can be formalized, for example, in the form of the minutes of the meeting of the commission (, Civil Code of the Russian Federation). The liquidator makes such a decision individually and draws up it in writing.
The property of the company in liquidation is distributed among the participants of the LLC in the following order:
- first of all, the payment to the company's participants of the distributed but unpaid part of the profit is carried out (paragraph two of Law N 14-FZ);
- secondly, the distribution of the property of the liquidated LLC between the participants of the company is carried out in proportion to their shares in authorized capital society. Shares belonging to the company are not taken into account in such a distribution of property (clause 1 of article 24, paragraph three of Law N 14-FZ).
The requirements of each stage are satisfied after the requirements of the previous stage are fully satisfied (Law N 14-FZ).
The transfer of property to the participants of the LLC is formalized by an act of acceptance and transfer.
Thus, if the LLC being liquidated consists of a single participant, the property of the company remaining after the completion of settlements with creditors should in any case go to sole participant(see also the Arbitration Court of the North Caucasus District of 04.06.2015 N F08-2778 / 15).

We also recommend that you familiarize yourself with the following materials:
-. Liquidation of LLC;
-. The procedure for the liquidation of a legal entity;
-. LLC with one member;
-. Formation of an interim liquidation and liquidation balance sheet;
-. Distribution of the property of a liquidated LLC between its members.

Prepared answer:
Expert of the Legal Consulting Service GARANT
Ivanov Alexander

Quality control of the response:
Reviewer of the Legal Consulting Service GARANT
Aleksandrov Alexey

The material was prepared on the basis of an individual written consultation provided within the framework of the Legal Consulting service.