Whether the liquidation commission is a body of a legal entity. What is the difference between a liquidator or a liquidation commission. The composition of the liquidation commission

In the case when the members of the organization make a decision to liquidate legal entity, the law imposes on them the obligation to appoint persons who will resolve all issues related to the liquidation.

Such a group of persons is called the "liquidation commission". In this article, we will consider what this commission is, what powers it has, who is part of it, as well as the procedure for its appointment.

Powers of the liquidation commission of a legal entity

The body in question is a group of persons appointed by the governing body of the organization, which is entrusted with the duties to perform all the necessary actions to carry out the liquidation of the organization. For these purposes, one person may also be appointed - a liquidator. However, regardless of who carries out the liquidation - the liquidator or the liquidation commission, the powers of these bodies will be the same.

The commission or liquidator in the process of liquidating an organization takes the following actions:

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takes over the management of the organization;
acts on behalf of the organization in court;
publishes in the "Bulletin state registration"And funds mass media message on the liquidation of the organization, the timing and procedure for accepting creditors' claims;
in other ways notifies creditors that the organization is in the process of liquidation;
prepares an interim liquidation balance sheet, which reflects financial condition organization, its assets, receivables and payables;
ensures the sale of the organization's property in order to pay off debts;
makes settlements with creditors and takes measures to collect receivables;
upon completion of all settlements with creditors and debtors, draws up a final liquidation balance sheet;
distributes the remaining funds between the founders or members of the organization;
submits to the tax office an application for registration of the liquidation of a legal entity.

In the event that the property of the organization being liquidated is insufficient to pay off all debts, the liquidation commission submits an application to the court for declaring the organization bankrupt, and the liquidation procedure is replaced by the bankruptcy procedure, which is carried out in the manner prescribed by the Law on Insolvency (Bankruptcy) of October 26, 2002 N 127 -FZ.

The commission or liquidator authorized to conduct the liquidation procedure of an organization must act in good faith and reasonably, respecting the interests of the liquidated organization and its creditors.

Procedure for Appointing a Liquidation Commission

As mentioned earlier, the commission is appointed by the body that made the decision to liquidate the organization. The initiator of liquidation can be the founder or member of the organization, as well as its head or other body authorized to do so. constituent documents... Such a decision can be made by the court, if a claim was filed on one of the grounds listed in paragraph 3 of Art. 61 of the Civil Code of the Russian Federation.

In any case, the authorized person must decide on the appointment liquidation commission... A sample of such a document will be given later in the article.

This decision can be made by the management body together with the decision on liquidation or formalized afterwards in the form of an order (instruction), which indicates:

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information about the organization - name, address, registration data, other details;
date and number of the act;
the basis for issuing the order - "in connection with the adoption of a decision on the liquidation of the organization", indicating the details of the relevant decision;
the composition of the liquidation commission;
terms and procedure of the commission's work;
persons who are entrusted with the execution and control over the execution of the order;
position and signature of the person who issued the order.

The above powers and duties are assigned to the commission from the moment specified in the order, or from the moment this act enters into force.

As a rule, the members of the liquidation commission are:

Head of the organization;
founders or members or their representatives;
representatives of the organization's employees.

If a member of the organization is municipality, a constituent entity of the Russian Federation or the Russian Federation, the commission should also include representatives of the relevant authorities.

Download the order on the creation of the liquidation commission (sample)

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2. The founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity shall appoint a liquidation commission ( liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.

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no one here is engaged in liquidation or what? : shuffle:

entered into force

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but it differs from practice, for example, more than once when it was necessary to liquidate (but the charter of the CJSC had a liquidator, although what difference does it make, there is the same norm as in LLC - the liquidation commission), the Inspectorate of Taxes and Tax Administration did not object to the liquidator: yogi:

I agree completely. not so long ago he himself was engaged in liquidation and a liquidator was appointed there. the tax office didn't give a damn: beer:

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Yes, in principle, do not care, the powers of the LC and the liquidator are the same. (IMG: http: //hp/style_emoticons/default/wink.gif)

I just didn't understand FAS UO

Yes, as always with us, you see, then another practice will appear (IMG: http: //hp/style_emoticons/default/wink.gif). I agree with all of the above views - no big difference. The only question is the numerical strength. It turns out that 2 members are a commission, and if there is one, then, they say, a liquidator (IMG: http: //hp/style_emoticons/default/biggrin.gif).

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They had all the questions, but it is possible to have their own or someone else's, and pay him or not, etc. (IMG: http: //hp/style_emoticons/default/wink.gif)

I liquidate not only in theory (IMG: http: //hp/style_emoticons/default/smile.gif) and therefore said that the practice is different than in the FAS UO.

In the end, you are not in the Urals, liquidate for health: beer:

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Please do not offend the Urals.

There is no need to equate Ural and FAS UO: hi:

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Liquidator and liquidation commission what is the difference

We're going to liquidate one open joint-stock company... According to paragraph 2. of Art. 62 of the Civil Code of the Russian Federation, the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity shall appoint liquidation commission (liquidator).

According to paragraph 2 of Art. 21 of the Federal Law "On Joint Stock Companies", the general meeting of shareholders of a voluntarily liquidated company makes a decision on the liquidation of the company and the appointment liquidation commission.

Question: in this case, taking into account the above requirements of Art. 21 of the Federal Law "On Joint Stock Companies", an open joint stock company can ONLY appoint liquidation commission?

We would certainly be very good. I wanted to appoint a liquidator, but so far I see no reason for this. If there are opinions, practice - I will be very grateful!

... 2. Solution general meeting members of the company on the voluntary liquidation of the company and the appointment of a liquidation commission shall be adopted at the suggestion of the board of directors (supervisory board) of the company, the executive body or a member of the company.

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The general meeting of participants of a voluntarily liquidated company makes a decision on the liquidation of the company and the appointment of a liquidation commission.

3. From the moment of the appointment of the liquidation commission, all the powers to manage the affairs of the company are transferred to it. The liquidation commission acts in court on behalf of the liquidated company.

Article 58. Distribution of property of a liquidated company between its participants

2. The competence of the general meeting of the company's participants includes:

12) appointment of a liquidation commission and approval of liquidation balance sheets;

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despite the fact that the legal entity was created by one person - the commission must be created, for this the founder (participant) involves third parties who will be included in the liquidation commission.

I had to change to the Unified State Register of Legal Entities for the chairman of the liquidation commission and submit already 16 from the chairman (((and in the window at the consultation they blurted out that they didn't care about the commission or the liquidator.

at the same time, for 2 years before this refusal, nothing was accepted from the liquidator.

Powers and activities of the liquidation commission or liquidator upon the closure of an LLC

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

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The Commission includes a group of persons who, in accordance with legal requirements are selected by the head of the company or his assigned 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? Commission appointment

The process of liquidating an LLC begins with a notice to the tax office. A notarized notice should be sent within three days after the decision was made to close the business. In return, the tax office provides a certificate of registration and an extract from the Unified State Register of Legal Entities. After that, the FTS must issue a local act, which will contain a list of powers that are transferred to the commission or the liquidator.

There are no specific requirements for 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 enforced through the court, then the arbitration manager acts as a liquidator.

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.

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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:

Name of the organization.
OGRN.
Address.
Time frames for liquidation and order of the process.
Details of the decision to close.
Contacts so that the creditors of the company can state their claims.

It is worth noting that the current legislation of the Russian Federation does not establish strict deadlines for which this message is required to be posted. But the period for filing 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.

Two months after publication, an interim liquidation balance sheet is drawn up. This economic indicator reflects the financial condition of a 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.

On this 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.

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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 are no longer required to notify the Pension Fund of 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 carries a power of attorney certified by a notary;
by mail;
personally by the head of the liquidation commission.

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

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

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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:

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.
Independently notify creditors that the legal entity will be liquidated. This must be done by any means possible, including in writing.
After the end of the established period, draw up an interim liquidation balance sheet.
If necessary, the sale of the company's assets should be arranged through public tenders or auctions to pay off all outstanding debts.
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.
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.
Further, the remainder of the funds is distributed among the members of the company, who have property rights to them.
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 to comply with 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.

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How is the liquidation commission appointed? What are the main responsibilities of an LLC liquidator?

The Civil Code of the Russian Federation does not provide for special rules for the formation of a liquidation commission. In article 62 of the Civil Code of the Russian Federation, it has only an indication of the obligation of its appointment by the participants of the LLC after the decision to liquidate its enterprise has been made. At the same time, the period during which it is necessary to appoint the persons carrying out the liquidation is also not spelled out in the law.

In addition, these legal norms do not contain any indication of when it is necessary to select a liquidation commission, and in what cases it is possible to appoint one person - a liquidator. By general rule the participants independently determine who they will appoint to liquidate the organization, and at what point they will do it.

Also, the legislation does not prohibit the appointment of one or more members of the LLC as a liquidator or members and chairman of the liquidation commission.

After the appointment of the liquidation commission (liquidator), all the powers to manage the liquidated legal entity are transferred to it. She, in fact, becomes the sole executive body of the enterprise.

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In contrast to the procedure for appointment, the duties of the persons responsible for liquidation are clearly spelled out in the norms of the Civil Code. Thus, the liquidation commission (liquidator) is obliged to act reasonably and in good faith in the interests of the liquidated enterprise and its creditors.

It is the liquidators who are responsible for identifying and notifying the creditors of the limited liability company. To do this, they publish a message on the procedure for liquidating the organization and the timing of accepting claims from creditors in the media ("Bulletin of State Registration) and send each creditor personal registered letters with return receipt.

Also the liquidation commission:

Arranges to receive receivables.

Acts on behalf of a legal entity in court or represents its interests in government agencies.

After the expiration of the period for the statement of claims by the creditors and the identification of all the assets of the enterprise, an interim liquidation balance sheet is drawn up.

Carries out the sale of the property of the enterprise in the event that the monetary assets of the organization are not enough to pay off all debts.

Calculates with creditors in the order of priority established by the legislation of our country.

If it reveals the insufficiency of monetary assets and property of the LLC to pay off all debts, it submits an application to the arbitration court to declare the debtor bankrupt.

Prepares the final liquidation balance sheet.

Acts as an applicant when submitting an application to the tax office for state registration of a legal entity in connection with its liquidation (in the form of R16001).

Only the chairman of the liquidation commission or the liquidator of the LLC has the right to contact tax office to make a record of termination in the Unified State Register of Legal Entities entrepreneurial activity after completion of the liquidation procedure.

If you want to start voluntary liquidation of an LLC, use our service "Fill out forms for LLC liquidation online". This will allow you to:

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Avoid mistakes in the preparation of documents necessary for closing the company (the service automatically fills in the forms, and the correctness of their preparation is checked by our lawyers).

Reduce the time for collecting all the necessary papers (you do not need to choose the time to contact a law office, the service is available around the clock and works seven days a week).

Save on the services of professional registrars and lawyers (our prices compare favorably with similar offers from specialists).

At the same time, you do not have to be afraid of the refusal of the tax authorities to complete the registration action, because the documents drawn up through our service have already been repeatedly checked during the liquidation of an LLC in tax inspectorates throughout the country.

Liquidate an LLC in strict accordance with the law? It's easy with eRegistrator.ru!

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Liquidation of an organization (total on this topic: 3)

YurClub conference

Liquidation commission OR liquidator

Mix 27 Oct 2004

Art. 62 GK Obligations of the person who made the decision to liquidate a legal entity

2. The founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity shall appoint a liquidation commission (liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.

The Charter prescribes a liquidation commission, but how else, if the Federal Law on JSC art. 21 speaks of the liquidation commission, so now that the path has been barred for the liquidator?

FZ on LLC - liquidation commission

FL on non-profit organizations- liquidation commission, etc.

Mix 27 Oct 2004

no one here is engaged in liquidation or what?

Vermut Oct 28, 2004

Mix 28 Oct 2004

I do not want. much easier as a liquidator.

Vermut Oct 28, 2004

the cassation instance for the verification of legality and

the validity of decisions (orders) of arbitration courts,

entered into force

He is there in parentheses, everything is referred to as "liquidator"

Mix 28 Oct 2004

but it is at odds with practice, for example, more than once when it was necessary to liquidate (but the liquidator was registered in the charter of the CJSC, although what difference does it make, there is the same norm as in LLC - the liquidation commission).

paraski 28 Oct 2004

I agree completely. not so long ago he himself was engaged in liquidation and I appointed a liquidator there. the tax office didn't give a damn

-chudo- 28 Oct 2004

One more 28 Oct 2004

We, too, always manage as a liquidator; no one has ever had any questions.

Mix 28 Oct 2004

and in your cases, what is spelled out in the charter, so for the sake of completeness.

paraski 28 Oct 2004

In both cases, I had liquidation commissions spelled out in my charter.

One more 28 Oct 2004

and in your cases, what is spelled out in the charter, so for the sake of completeness.

Do I remember what was written there?

Yes, in principle, do not care, the powers of the LC and the liquidator are the same.

Mix 28 Oct 2004

Yes, in principle, do not care, the powers that the LC has that the liquidator has the same

I just didn't understand FAS UO

Vermut Oct 28, 2004

I just didn't understand FAS UO

Yes, as always with us, you see, then another practice will appear. I agree with all of the above views - no big difference. The only question is the numerical strength. It turns out that 2 members are a commission, and if there is one, then, they say, a liquidator.

Moreover, the same jurisprudence it was established that only the chairman of the liquidation commission signs the claims, powers of attorney, and who deprived the rights of other members then ?! Here is a question, for example, does not the chairman of the liquidation commission have the right to sign a balance sheet or a declaration on society?

kuropatka 28 Oct 2004

dull as in a tank. no one here is engaged in liquidation or what?

And Search because you have to use it. We discuss it once a month.

Mix 28 Oct 2004

do not tell me about the search, he himself has repeatedly spoken about it,

They had all the questions, but it is possible to have their own or someone else's, and pay him or not, etc.

I myself am now liquidating in two LLCs - the Inspectorate of the Ministry of Taxes and Levies is only FOR.

I liquidate not only in theory and therefore said that the practice is different than in the FAS UO.

One more 28 Oct 2004

In the end, you are not in the Urals, liquidate for health

viking80 02 Nov 2004

Please do not offend the Urals.

It is possible to liquidate only as the law says and in no other way.

One more 02 Nov 2004

Please do not offend the Urals.

There is no need to identify the Urals and the FAS UO

It is possible to liquidate only as the law says and in no other way.

Explain your position, pliz, do you think that an LLC can only have an LC, but not a liquidator?

Lucy 12 Jan 2011

the cassation instance for the verification of legality and

the validity of decisions (orders) of arbitration courts,

entered into force

Natatata 14 Jan 2011

ON STATE REGISTRATION OF LEGAL ENTITIES

AND INDIVIDUAL ENTREPRENEURS

Article 20. Notice of liquidation of a legal entity

3. The founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity shall notify the registering authority about the formation of a liquidation commission or the appointment of a liquidator, as well as about drawing up an interim liquidation balance sheet.

IX. The procedure for filling out the Notice on the formation of the liquidation commission of a legal entity, the appointment of a liquidator (bankruptcy commissioner) (form N R15002)

4.2. Clause 3.2 is completed on the basis of a document on the appointment of a liquidator.

5. Section 4 "Information about the bankruptcy commissioner".

This section is filled in if the court makes a decision to declare the legal entity insolvent (bankrupt) in accordance with the information about the liquidator contained in the said decision or the ruling of the arbitration court on the approval of the liquidator's candidacy.

5.1. Clause 4.1 indicates the number of sheets of the decision of the arbitration court on declaring the legal entity insolvent (bankrupt) or the decision of the arbitration court on approving the candidacy of the bankruptcy commissioner.

Sheet 1. Notification of the formation of the liquidation commission of a legal entity, the appointment of a liquidator (bankruptcy commissioner)

Sheet A of form 15002. Information about the head of the liquidation commission (liquidator), bankruptcy commissioner

If the LLC has one founder, he is also a director, why can't he be a liquidator in a single person? In any case, he must comply with the procedure for settling accounts with creditors.

Trevor Apr 18, 2011

Okay, here's an excerpt from one solution:

the cassation instance for the verification of legality and

the validity of decisions (orders) of arbitration courts,

entered into force

Vermut, I do not see anything of the kind in the said resolution. Where does this quote come from?

Type N F09-357 / 03-GK into the consultant and find the REGULATION

the cassation instance for the verification of legality and

the validity of decisions (orders) of arbitration courts,

entered into force

Miss Po Jan 25, 2012

Ivanzhdet Reply Jan 19, 2015

Colleagues, tell me!

enigma1 10 Feb 2017

Is there a more recent practice?

liquidated CJSC and 2 LLC. in 2015-early 2016.

in all cases there was only a liquidator. the tax one never found fault with it.

although everywhere the Charters were standard, without trickery, copied from the laws on LLC and CJSC and only the liquidation commission was mentioned in them.

We were once taught that the Civil Code has a large legal force in front of special norms. now the Civil Code and laws have equal legal force, and often even special norms have priority in interpretation.

but nevertheless it seems to me that simply in the laws the words "liquidation commission" mean that the liquidator is also included. Since the Civil Code says liquidation commission (liquidator), based on the rules of the Russian language, brackets mean clarification in order to clarify or supplement the expressed thought.

This is confirmed indirectly and because it is found in this form in the Civil Code, as equivalent (clarifying) concepts. And there is not even a slight opposition or division of the type “liquidation commission or liquidator”.

Well, what if the laws are written by people who do not know the Civil Code.

The only participant of the LLC is a liquidator, can he get a full-time job in another LLC?

he may not work full-time as a liquidator.

In general, nowhere does it say that a liquidator is obliged to work under an employment contract.

and considering that at the end of liquidation, formally, he will not be fired from anywhere (he will have to be fired retroactively), and who and how will calculate and pay wages and all taxes on it ?! What about the final settlement upon dismissal? where to take time, money for this, spend on balance, etc. break your head.

That is more logical and easier to accept a liquidator immediately under a civil law contract for the provision of services.

but in fact, in small companies, according to documents, a liquidator is usually not carried out at all, because he is both a director and a participant in one person.

The activities of the liquidation commission are regulated by Article 62 of the Civil Code of the Russian Federation, if necessary, it is taken under the control of the Ministry of Finance or the Investigative Committee. Depending on the situation, the work of such a commission is a formality (if it is necessary to restructure the business) or is included in investigative actions (if an illegal business is identified).

Commission members

Members of the commission that prepares documents for legal liquidation, are approved by the business owner (if the process is started voluntarily) or by a representative of the judiciary (if the organization is forcibly liquidated).

The person responsible for the property of the company in liquidation. One of the owners or third-party manager who puts up the fixed assets of the company (buildings, structures, construction in progress, production facilities) for auction in order to cover the debt.
Persons representing the creditors of a legal entity. Representatives of financial supervisory authorities, banking structures, collection organizations. The task of the participants is to monitor the fulfillment of the obligations of the company, which ceases to operate.
Employees of the State Property Fund participate in the commission if it is liquidated state corporation or its structure changes. Sometimes their presence is required if it closes construction company, business associated with the creation and operation of socially significant objects.

The purpose of the liquidation commission is to pay off the company's obligations at the expense of own funds, close or restructure debt to external creditors. If a company is under investigation, the provided financial documents will be reviewed by law enforcement agencies.

Procedure

Legal liquidation of a company is carried out in several stages, each of which is confirmed by supervisory authorities.

Notification of the tax authorities and the Unified State Register of Legal Entities (State Register of Legal Entities) about the decision to liquidate the business adopted at the meeting of shareholders.
Approval of the composition of the liquidation commission (selection by the regulatory authorities or business owners). Commission members receive all financial documents, organization stamps, official letterheads and creditors' contacts within 72 hours from the date of appointment.
Notification of the organization's creditors about the fact of liquidation, publication of the schedule for filing applications for debt collection. The deadline for submitting applications for consideration must be at least two months from the date of commencement of liquidation. Creditors are notified in writing phone calls or in person.
Drawing up a preliminary liquidation balance sheet of the enterprise, which contains all the assets and liabilities of the business, information about the amount of receivables and payables, the expected steps for their repayment.
Sale of company assets in order to cover debt obligations, work with creditors, supervisory authorities. The liquidator submits documents to the tax inspectorate or the investigative committee, draws up a schedule for the payment of arrears, puts the property up for public auction.
Payments to creditors in accordance with the priority established by law, drawing up a final liquidation balance sheet. The remaining assets of the company are distributed among the business owners who have rights to them. Based on the results of the event, an act of the liquidation commission is drawn up, containing a list of its participants, the reason for the closure of the legal entity, the steps taken during the liquidation.
Request for registration of the fact of liquidation in the Unified State Register of Legal Entities and obtaining a certificate state standard... After that, the liquidation commission completes its work, and the company is recognized as liquidated.

A liquidation commission is 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 terms of liquidation.

When exercising the authority to terminate the activities of the organization, the created body is obliged to act in strict accordance with the 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 the commission and the failure to comply with the regulatory procedure for the termination of the organization's activities, a judicial liquidation procedure may be initiated. They can demand the initiation of a case as interested persons(for example, creditors of an organization that cannot pay off its obligations) and government bodies... In a similar situation, liquidation takes place in judicial procedure 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 local act and therefore must be executed 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:

Issued on letterhead organizations. This requirement optional, advisory in nature. Read more about letterhead.
Should have registration number and date. The order of numbering depends on the local acts regulating this procedure in the organization. You can read more about numbering in our other article.
Before the introductory part, the title is indicated - "Order on the liquidation of the organization and the creation of a commission."
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.
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.
The document includes a list of persons included in the commission, indicating information about the chairman, deputy, members of the collegial body.
The order must indicate the time period during which the liquidation must be carried out, and the deadlines for submitting reports on the work performed, including the interim and final liquidation balance sheets.
The order must contain information about the person who is obliged to control its execution. After signing 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 The Russian Federation, its subject or body local government, in the composition of the commission, in accordance with paragraph 4 of Art. 57 of the Law "On Companies with limited liability»Dated 08.02.1998 No. 14-FZ, a representative of a federal body, a body of a constituent entity of the Russian Federation or a municipality must be included.

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 goals set, 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 Administrative Code 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

The liquidation commission and the liquidator from the moment of creation / appointment 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 March 29, 2018 No. GD-4-14 / [email protected] At the same time, 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 on 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;
making payments in order of priority 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 case when 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.

Liquidation of the company means the exclusion of information about the legal entity from the register and the complete termination of its work. The decision to close a business can be associated with a variety of reasons: its unprofitability, achievement of the set business objectives, reorientation to other areas, etc.

After the owners of the company make the final decision on its liquidation, they need to appoint a liquidation commission or a sole liquidator (according to clause 2 of Article 62 of the Civil Code). The latter option is possible if the legal entity has a single founder (who is usually also a director).

This fact must be notified to the Tax Office using special form P15001. A note on the appointment of a liquidation commission in the company appears in the Unified State Register of Legal Entities and becomes publicly available to all interested parties.

The competence of the liquidation commission includes all management functions in relation to the terminating company. After it starts its work, the powers from the top management are removed.

The apparatus, which made the decision to close the legal entity, is responsible for its appointment. In case of voluntary liquidation, this can be a meeting of founders or a council of shareholders (depending on the form of business organization: LLC or JSC). The procedure for appointing a liquidation commission should be spelled out in the charter.

If this procedure is compulsory (for example, due to the illegal activities of the company), then the court appoints the liquidator simultaneously with the issuance of the order to close the enterprise.

Composition of liquidators

Neither the procedure for electing the liquidation commission, nor the requirements for its composition are spelled out in the legislation. The decision about which employees will be required to close the company according to all the rules is understood by the business owners themselves. In practice, most often, the commission includes a director, a lawyer, an accountant, an economist, the founders themselves and other persons (both working in the organization and not being part of its staff). Usually, the issues of its number are also decided by the owners.

After its composition is determined, a corresponding act (order) is issued, which can be familiarized with all elected members and management.

Legislation may provide for some nuances that need to be taken into account when determining the composition of the commission. So, if the state is among the shareholders of a company, then representatives of local governments and the committee on property issues must be present in the liquidators.

Head of the liquidation commission

The need to elect the head (chairman) of the liquidation commission is indicated by legislation. This problem is not faced by companies that have a single founder, he becomes a liquidator.

At the same time, the law does not establish who exactly is appointed by the head of the liquidation commission. This could be:

collegial body who made the decision to close the legal entity;
a member of the company or its founder;
a third party licensed for this type of activity (being in an SRO).

If liquidation is carried out, then the person appointed by the arbitration court acts as a liquidator.

The order of work of the commission upon liquidation of an enterprise

Most of the responsibilities that are associated with the termination of the company's activities are assigned to the liquidation committee. The order of its work involves the passage of a number of consecutive stages:

Alert Tax Inspectorate O the decision liquidated and the appointment of a liquidation commission. Its members have three days to do this, otherwise the company faces a fine of 5,000 rubles.
Identifying a list of creditors who contacted the company after the publication of a message in the media or as a result of a personal appeal.
Notification of all employees about the forthcoming 2 months in advance. Payment of all due remuneration to them before the layoff and on the last day of work.
Notification of the Employment Center about mass layoffs (applies only to large employers with more than 50 employees).
In case of tax and insurance deductions arrears revealed during the audits, the commission transfers the resulting tax arrears, fines and penalties to the budget.
Based on a detailed analysis of the financial condition of the company, inventory of property, identification of receivables, an interim liquidation balance sheet is drawn up. It is approved by the Tax Inspectorate, and a note about its registration is made in the Unified State Register of Legal Entities.
Creditor claims are repaid taking into account the priority provided for by the Civil Code of the Russian Federation. If necessary, part of the property is sold for these purposes.
If it is revealed that the property is insufficient to pay off the entire amount of debt, a bankruptcy petition is filed. In this case, all powers are transferred to the arbitration manager.
If the assets were sufficient to meet all property and material obligations, the commission draws up a new liquidation balance sheet. This time the final (form No. 1 OKUD) and taking into account the property sold and the money spent from the company's accounts.
The company is excluded from the Unified State Register of Legal Entities and the powers of the members of the liquidation commission are terminated.

Liquidation Commission Rights

The liquidation commission is endowed with all the rights to complete the work of a legal entity. She sets general order and the timing of liquidation. The chairman of the liquidators has the right to sign declarations, agreements and other legally significant documents. He can freely dispose of the property of the company, as its director previously did.

The chairman also has the right at any time to convene a meeting of the liquidation commission, control its work and organize the current activities of this structure.

Commission members can sign accounting documents. To do this, they must notify the bank in which the company has a current account about the persons entitled to sign payment orders. The signatures in the bank card are reissued to the chairman and other persons (if necessary).

A normally closed company is subject to an exit tax audit... In this case, the commission may appeal the decisions taken by the auditors in the pre-trial and judicial order.

The liquidators' commission has the right to claim work with debtors of a legal entity, and, if necessary, can go to court to collect accounts receivable.

Powers of liquidators of a legal entity

The law assigns the following powers to the liquidation commission:

management of internal and external affairs of the company;
publication in the media (“Vestnik of state registration”) of a message on the liquidation of an organization indicating the time and place of acceptance of applications by creditors (at least 2 months before the end of accepting creditors' claims), the message is posted, even if the commission is aware of the absence of creditors;
identification of the list of persons and authorized organizations to whom the company has accounts payable, drawing up a register of creditors;
representing the interests of a liquidated legal entity in the Tax Office, off-budget funds and in court;
identification of companies with receivables to a legal entity, taking measures to collect them;
inventory of property;
repayment of debts to creditors and authorized supervisory authorities;
other issues related to the company termination procedure.

Obligations of the liquidation commission

The duties of the liquidation commission include:

calculation and payment of taxes for the liquidated organization;
presentation of tax and other reporting in accordance with the specifics of the company's work;
development of a plan for the abolition of the company;
assessment of the financial condition of the company;
analysis of receivables / payables, taking measures to collect / cover them;
personal notification of all known creditors about the upcoming closure (publication of the message does not remove this obligation from the meeting);
inventory and appraisal of all property (in order to determine whether it will be enough in case of sale to satisfy all creditor claims);
preparation of applications for declaring the company bankrupt (if funds are insufficient to pay off all obligations to creditors);
preparation of an interim / final liquidation balance sheet, submission of other reporting forms to the Federal Tax Service;
, payment of compensations and salaries due to them;
payment of state fees;
payment for posting information about liquidation in the media - the cost of a message depends on its size.

Responsibility of the liquidators of the organization

At first glance, it may seem that the liquidation commission has no responsibility. After all, all his tasks are to complete the liquidation procedure quickly and with minimal losses. In fact, this is not the case. Members of the liquidation commission may be attracted to.

So, for example, if the liquidator does not report the presence in the company (insufficient property in order to pay off debts) within ten days, then he is brought to subsidiary liability for new debts: payment, compensation for bankruptcy expenses.

For some offenses, liquidators face criminal liability with a fine of 100-150 thousand rubles, restriction of freedom and forced labor. This, in particular, the concealment of company property, falsification of accounting documents, etc.

Dismissal of the liquidation commission of an enterprise

Labor contracts with all employees, regardless of their social status, are terminated in the event of liquidation of a legal entity. This may happen before the company is finally excluded from the register of legal entities. Labor Code does not record the moment when the dismissal should occur. The main thing is that employees are informed two months before the layoff.

Employment or civil contracts must be concluded with members of the liquidation commission. Without them, the work of the composition of the commission is not legal. During the audit, the company may be forced to pay additional taxes and deductions to extra-budgetary funds for unregistered members of the commission. In addition, fines and interest are charged.

Full-time employees can continue to work on the commission under existing employment contracts. To publish additional orders or to conclude additional agreements is not required.

Labor legislation does not contain any special conditions for dismissal for members of the liquidation commission. They also sign a dismissal order: a special mark is made in their labor, the final payment is made on the last day.

Liquidation commission payments

The liquidation commission does not work for free. Its members receive remuneration for their work, but its amount is not fixed by law. Usually the value due payments is determined at the meeting of owners, taking into account financial situation of the company and is announced at the time of the formation of the composition of the commission. It is from the funds of the liquidated company that payments are made to the members of the liquidation commission.

Staff members on the commission usually continue to work under existing employment contracts and receive the same salary payments. This is not prohibited by law. The salaries of members of the commission are subject to all taxes and fees.

On the last day of work, members of the commission must receive a salary, compensation for unused vacation and severance pay.

But at their request, labor contracts can be terminated and civil law contracts issued instead. They may contain new mechanism calculation of remuneration. This option is undesirable: the controlling authorities may consider that the termination employment contract had the purpose of evading payment of the due compensation during liquidation.

Decision certificate upon completion of the liquidation of the enterprise

All decisions that were made during the work of the liquidation commission must be duly formalized. When making them, participants must follow a specific procedure to ensure the validity of decisions.

Decisions are made during a meeting held in person or in absentia. Such meetings are held as needed. Their results are drawn up in the form of a minutes of the meeting and an act in which the most important provisions... Both documents are signed by all members: they contain the agenda, list of participants, attendance.

Decisions are approved by a simple majority of votes, by roll-call or by a show of hands by those present.

The last decision is recorded in the act on the final liquidation of the LLC and JSC. It indicates that the commission has verified financial activities the company has agreed on a liquidation balance sheet, the accounts payable have not been identified or have been repaid. In this regard, the company completely ceases to exist.

The liquidation commission is determined by the founders of the enterprise or by the body that made a similar decision regarding the organization. The liquidation commission appoints the deadlines for the liquidation of the enterprise and the procedure for its implementation.

The liquidation commission is a special body (liquidator) required to carry out the liquidation of an enterprise - voluntary or compulsory.

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Information on the creation of this body is provided to the registrar (tax structures), who must make the appropriate changes to the Unified State Register of Legal Entities and issue documents confirming the termination of the organization's activities.

Requirements

The Civil Code of the Russian Federation does not display specific rules on the composition of the liquidation commission. There is no provision for the appointment of members of such a commission as minority participants in the company. Special attention is also not paid to individual cases when the law requires the participation of certain persons in the commission.

The procedure for the functioning of the commission and its formation are reflected in clause 4 of article 62 of the Civil Code of the Russian Federation:

When the commission is formed, all powers within executive power businesses are moving to it. This does not negate the right of other governing bodies to participate in the activities of the company.
After the official appointment, the commission represents the interests of the enterprise in court. The head of the liquidation commission has the right to represent a legal entity without issuing a power of attorney, sign statements of claim and issue the necessary powers of attorney.
The Commission is obliged to carry out its work in the interests of the liquidated company and creditors.
The Commission is a collegial body. A quorum is required to make any decisions. Enterprises are advised to consider the creation of a special regulation on the liquidation commission.

V Civil Code No full description the competence of the liquidation commission and this often becomes a reason for disputes and discussions

The role of the liquidation commission

If the owners of the company decide to liquidate it, they must establish a liquidation commission. You must submit this information in the IFTS to make an entry in the state register.

Purpose and composition

The body that decides to liquidate the company must appoint the composition of the liquidation committee. This can be done by the founders of the enterprise themselves, its shareholders, as well as by the court that ruled to terminate the work of the organization. All the features of the formation of the commission are usually specified in the Charter of the enterprise.

Since the appointment of the commission, she takes part in the management of the company c. Executive bodies enterprises can no longer carry out their activities.

An exact sample of the requirements for the composition and size of the commission is not provided in accordance with the current legislation. This issue is decided by the meeting of founders. The members of the commission can be appointed by the court. The chairman is at the head of the commission.

The composition of such a commission may include directly the heads of the company, its founders or employees. Its chairman becomes the initiator of the termination of the company. Such powers are usually performed by general manager this organization.

Credentials

The founder of the liquidated enterprise is obliged to issue an appropriate order confirming the decision to terminate the operation of the company. It should indicate the timing of its liquidation and other organizational issues related to the activities, formation and appointment of members of the commission.

After that, the chairman of the liquidation commission gains access to all the powers to manage the organization at the time of its liquidation. This provision is approved by paragraph 3 of Art. 62 of the Civil Code.

Most often, an employee of the company who has a complete understanding of all the features of its functioning is chosen for the position of chairman.

Upon liquidation of an enterprise, liability arises from:

the enterprise itself;
its owners;
its leaders;
liquidation commission;
creditors to whom the firm has debts.

In order for the liquidation commission to carry out its activities in full, a document is required, which displays data on the composition of the commission and the protocol on its appointment.

Such a protocol is also necessary if the director general of the enterprise becomes the chairman of the commission. Superimposed on all members of the commission.

Functions

In the future, the liquidator will carry out all the work necessary to carry out the liquidation procedure.

His responsibilities include signing all possible documentation, regulating the work of all members of the commission, and also:

Informing the registration authorities about the decision to terminate the activity of the enterprise in order to exclude it from the register of legal entities.
Placing a note on the planned liquidation of the company in the print media. It is necessary to indicate the terms and procedure for accepting applications from creditors to pay off debts. The minimum period in this case is 2 months.
Handing written notifications to creditors about the planned liquidation of the company in person.
Preparation of the liquidation balance sheet in deadlines... Information on accounts receivable and accounts payable, information about tangible and intangible assets and liabilities of the firm. It is necessary to outline decisions on how to minimize existing debts.
Taking appropriate decisions on the dismissal of employees.
If necessary, the liquidation commission carries out the procedure for the sale of the company's property through public auction. This is necessary to eliminate debt obligations to creditors.
Formation after the satisfaction of all claims of creditors. This balance sheet should convey the final financial condition of the firm.
Reconciliation of settlements with all organizations and tax authorities.
If all the necessary payments have been made, and financial resources still remain, then they are distributed among the founders of the enterprise.
It is necessary to submit an application to the Federal Tax Service Inspectorate to complete the liquidation procedure. The tax authorities register the fact of liquidation in the Unified State Register of Legal Entities.

After the tax authorities provide an official certificate of liquidation of the company, it is considered liquidated, and the commission stops its work.

Actions

During the entire period of liquidation of the organization, the Commission adheres to a certain plan in its work. This plan is created with the participation of all members of the commission and agreed with the founders of the enterprise.

The actions of the commission have the following sequence:

Detailed display of all assets of the company and their analysis.
Gathering information about persons who can claim their rights to the property of the company during liquidation.
Dismissal of employees of the enterprise. The procedure is standard, wages and other payments are made in accordance with labor laws.
Analysis of payments to tax authorities and other organizations. If there are not enough funds to pay off debts to the tax authorities, then the debt is repaid by the founders of the company in accordance with the law.
Analysis of existing debts. Debt collection from debtors can take place upon written notification or after filing a statement of claim in court. The liquidation commission takes part in all court hearings on behalf of the enterprise.
Establishing order.
Distribution of the remaining assets among the founders.
Preparation of documentation for the removal of the company from the state register.
Removal of an enterprise from the state register.

To make an entry in the state register, you must provide an appropriate application, certificates from funds, a certificate of liquidation balance sheet, a receipt for payment of a state fee

Available operations

The liquidation commission determines the possibility and method of selling the company's property. All information about the sale of property must be displayed in the media.

If liquidated state enterprise then an auction is organized. This is done authorized bodies... When you stop working private firm the liquidator has the right to conduct such an auction independently.

The implementation of the firm's assets should be carried out in the following sequence:

appraisal of the market value of the property by an appraiser;
sale of real estate within the framework of an auction;
sale of non-productive assets of the firm;
sale of production assets of the enterprise.