How is the liquidation commission created and what are its tasks? Liquidation commission of a legal entity Appointment of a liquidation commission.
The liquidation commission is determined by the founders of the enterprise or the body that made such a decision regarding the organization. The liquidation commission sets the time limits for the liquidation of the enterprise and the procedure for its implementation.
The liquidation commission is a special body (liquidator) necessary for the liquidation of the enterprise - voluntary or forced.
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Information about the creation of this body is provided to the registrar (tax structures), which must make 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 reflect specific rules on the composition of the liquidation commission. The appointment of members of such a commission by minority shareholders of the company is not provided for. No special attention is also given 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 paragraph 4 of article 62 of the Civil Code of the Russian Federation:
- When the commission is formed, all powers within the executive power of the enterprise are transferred to it. This does not cancel the right of other management bodies to take part 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 collegiate body. A quorum is required for any decision to be made. Enterprises are advised to consider creating a special provision on the liquidation commission.
The Civil Code does not fully describe 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 enterprise have decided to liquidate it, they must establish a liquidation commission. It is necessary to submit this information to the IFTS for making an entry in the state register.
Purpose and composition
The body deciding on the liquidation of the company must appoint the composition of the liquidation commission. This can be done by the founders of the enterprise, its shareholders, as well as the court that issued the decision to terminate the work of the organization. All features of the formation of the commission are usually indicated in the Charter of the enterprise.
Since the appointment of the commission, she has been participating in the management of the company in. The executive bodies of the enterprise can no longer carry out their activities.
An exact sample of the requirements for the composition and size of the commission in accordance with the current legislation is not provided. This issue is decided by the meeting of founders. Members of the commission may be appointed by the court. At the head of the commission is the chairman.
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 exercised CEO this organization.
Powers
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 terms 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 becomes available all the powers to manage the organization for the duration of its liquidation. This provision is approved by paragraph 3 of Art. 62 of the Civil Code.
Most often, an employee of the company is chosen for the position of chairman, who has a complete understanding of all the features of its functioning.
When a company is liquidated, liability arises for:
- the enterprise itself;
- its owners;
- its leaders;
- liquidation commission;
- creditors to whom the firm has debts.
To liquidation commission carried out its activities in full, a document is required that displays data on the composition of the commission and a protocol on its appointment.
Such a protocol is also necessary if the general director of the enterprise becomes the chairman of the commission. It is imposed on all members of the commission.
Functions
The liquidator will continue to carry out all the work necessary for the liquidation procedure.
His duties include signing all possible documentation, regulating the work of all members of the commission, as well as:
- Notifying the registration authorities of the decision to terminate the activities of the enterprise in order to exclude it from the register of legal entities.
- Placement in the printed media of a note on the planned liquidation of the company. It is necessary to designate the terms and procedure for accepting applications from creditors for repayment of debts. The minimum period in this case is 2 months.
- Delivery of written notices to creditors of the planned liquidation of the company in person.
- Preparation of the liquidation balance sheet in a timely manner. Information on receivables and payables, information on tangible and intangible assets and liabilities of the company should be indicated. It is necessary to identify solutions on how to minimize existing debts.
- Making appropriate decisions on the dismissal of employees.
- If necessary, the liquidation commission conducts the procedure for the sale of the company's property through public auction. This is necessary to liquidate debt obligations to creditors.
- Formation after satisfaction of all requirements 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 the financial resources are still left, then they are distributed among the founders of the enterprise.
- You must submit an application to the IFTS to complete the liquidation procedure. The tax authorities record 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
The commission during the entire period of liquidation of the organization adheres to a certain plan in its work. This plan is created with the participation of all members of the commission and is agreed with the founders of the enterprise.
The actions of the commission are as follows:
- Detailed display of all assets of the company and their analysis.
- Collection of information about persons who can claim their rights to the property of the company during liquidation.
- Dismissal of company employees. The procedure is standard, wages and other payments are made in accordance with labor legislation.
- 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. Collection of debts from debtors may occur upon written notice 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 their 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 the 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 should be displayed in the media.
If a state-owned enterprise is liquidated, an auction is organized. This is done by the competent authorities. In the event of the termination of the work of a private firm, the liquidator has the right to conduct such an auction on his own.
The sale of the company's assets should be carried out in the following sequence:
- assessment of the market value of property by an appraiser;
- sale of real estate within the framework of an auction;
- sale of non-productive assets of the company;
- sale of production assets of the enterprise.
Such a group of persons is called a "liquidation commission". In this article, we will consider what this commission is, what powers it has, who is included in its composition, 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 management body of the organization, which is responsible for taking all necessary actions to carry out the liquidation of the organization. For these purposes, one person may 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 the liquidator in the process of liquidating the organization performs the following actions:
- takes over the management of the affairs of the organization;
- speaks on behalf of the organization in court;
- publishes in the Bulletin state registration» and the media reporting on the liquidation of the organization, the timing and procedure for accepting creditors' claims;
- otherwise notifies creditors that the organization is in the process of liquidation;
- prepares an interim liquidation balance sheet, which reflects the financial condition of the 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 the final liquidation balance sheet;
- distributes the remaining funds among the founders or participants of the organization;
- submits an application for registration of liquidation to the tax office legal entity.
If the property of the liquidated organization is not enough 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 the liquidator authorized to carry out the procedure for the liquidation of an organization must act in good faith and reasonably, respecting the interests of the organization being liquidated and its creditors.
The 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 may be the founder or participant of the organization, as well as its head or other body authorized to do so. founding documents. Such a decision can also 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, an authorized person must make a decision on the appointment of a liquidation commission. An example of such a document will be given later in the article.
This decision may be taken by the governing body together with the decision on liquidation or issued later 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;
- grounds for issuing the order - "in connection with the decision to liquidate the organization" indicating the details of the relevant decision;
- composition of the liquidation commission;
- terms and order of work of the commission;
- 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 participants or their representatives;
- representatives of employees of the organization.
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 establishment of the liquidation commission (sample)
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Who can be a liquidator in the liquidation of an LLC?
Who can be a liquidator in the liquidation of an LLC? An exhaustive answer to the question posed is contained in the article offered to readers.
LLC liquidator, decision on appointment - sample
According to part 3 of Art. 62 of the Civil Code of the Russian Federation, in order to liquidate an LLC, the founders must make an appropriate decision to terminate economic activity, as well as to determine the person (liquidator) or several persons (liquidation commission) who will directly carry out liquidation procedures.
Russian legislation does not contain special instructions on who exactly should perform the functions of a liquidator. Accordingly, this procedure can be entrusted to any individual. Taking into account the fact that legal entities are also entitled to act as founders, the answer to the question: “Who can be a liquidator during the liquidation of an LLC?” - simple. It can be a founding organization or a natural person - a founder. The law allows the involvement of third-party organizations for these purposes, as well as individual entrepreneurs providing relevant services.
In practice, most often the liquidation is entrusted to a person close to the LLC being liquidated. This can be either one of the founders or a competent employee of the organization (director, lawyer, accountant).
The appointment of a liquidator is carried out by a decision of the founder or a meeting of founders. The decision to appoint a liquidator may look like this:
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What reporting is signed by the liquidator, his powers during the liquidation of the LLC
The powers of the liquidator are determined by Part 4 of Art. 62 and Art. 63 of the Civil Code of the Russian Federation, according to which he:
- carries out activities for the management of the LLC;
- acts on his behalf in court without a power of attorney;
- takes measures to search for and notify creditors of the beginning of the liquidation procedure, the procedure and terms for making settlements for the LLC's obligations;
- takes measures to receive receivables, keeps records of the property of the LLC;
- accepts claims and settles debts of LLC.
As for reporting, the main reporting documents that the liquidator will have to prepare are interim and final liquidation balance sheets. After their preparation by the liquidator, the balance sheets must also be approved by the founders and the tax authority in accordance with the requirements of Art. 63 of the Civil Code of the Russian Federation. As for current reporting, the liquidator is required to report on the absence of debts to:
- tax authorities on insurance premiums;
- the tax inspectorate for income tax withheld from employees, as well as prepare a balance sheet for the past reporting period;
- tax office for income tax and VAT, if the relevant reports were not submitted by the accountant of the LLC before the start of liquidation.
For these purposes, the organization and the tax authority draw up a joint reconciliation act (form for KND, approved by order of the Federal Tax Service of Russia dated December 16, 2016 No. ММВ-7-17 / [email protected]).
Summing up, we note that it is best to appoint the most competent and responsible person as the liquidator of the organization, which will allow the founders to quickly and safely complete all liquidation procedures.
Liquidation Commission - formation, composition, powers
The liquidation commission is a temporary body created by the founders of a legal entity in order to liquidate the organization. The procedure for the creation, composition and powers of the liquidation commission are determined by part 1 of the Civil Code of the Russian Federation of November 30, 1994 No. 51-FZ and others regulations. Read more about this in our article.
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Decision on liquidation and creation of a liquidation commission
The liquidation of a company is a very lengthy procedure. The Civil Code of the Russian Federation establishes the obligation of the founders or other persons who decide to start liquidation to notify the authorized bodies about this. This is due to the following goals:
- protection of the rights of third parties;
- exclusion of any illegal actions on the part of the organization that is in the process of liquidation;
- proper supervision by the controlling state bodies of the procedure.
From Art. 23 of the Tax Code of the Russian Federation dated July 31, 1998 No. 146-FZ, it follows that a notice of liquidation must be sent within 3 days after the relevant decision is made. The notification is sent to the territorial tax office at the location of the organization. Such notice must contain information about:
- liquidation procedure;
- the procedure for filing claims by creditors;
- the timing of the procedure.
At the same time, the procedure for liquidation is determined by the persons who made the decision to do so independently, but taking into account the characteristics of the legal entity, with mandatory observance of laws. For example, Art. 58 of the Federal Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ establishes that the property that remains after all settlements is transferred to the participants of the organization. On the contrary, Art. 26 of the Federal Law "On Public Associations" dated May 19, 1995 No. 82-FZ states that the remaining property must be directed to the statutory goals of such an association.
Information from the notification is entered into the Unified State Register of Legal Entities and is publicly available.
The liquidation of an organization means the termination of its further activities. The purpose of liquidation is not only the termination of activities, but also ensuring the legitimate interests and rights of third parties (creditors, employees) in the process. At the same time, liquidation can occur both voluntarily and involuntarily. In the first case, the founders of the company or other authorized body that has decided to liquidate it, appoints a liquidator or a liquidation commission.
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The composition of the liquidation commission
The legislation does not define the procedure for electing a liquidation commission, nor does it establish requirements for the entry into this body of any specific employees of a legal entity. However, in practice the situation develops in such a way that the composition of the liquidation commission includes:
The liquidation commission is formed by issuing an appropriate act (order), which is announced to its members and the head. The powers to form the body in question, as a rule, belong to the competence of the founders of the company.
Laws of the Russian Federation and other normative documents There may be certain requirements for the composition of the liquidation commission. In many ways, it depends on the legal form, type of legal entity, its participants. For example, according to paragraph 4 of Art. 21 of the Federal Law “On Joint-Stock Companies” No. 208-FZ of December 26, 1995, if the state is one of the shareholders in a joint-stock company, then the liquidation commission must include a representative of the local government or a certain property management committee.
Liquidator or liquidation commission: rights and obligations
The liquidator is vested with the following powers:
- management of all company affairs - both external and internal;
- publication in the media of an announcement about the upcoming liquidation of the organization, indicating the time for the claims by creditors (at least 2 months);
- identification of persons to whom the legal entity has debts;
- identification of persons who have a debt to a legal entity, and taking measures to repay it;
- representing the interests of the liquidated organization in relations with third parties, including the judiciary;
- conducting an inventory of the property mass;
- carrying out activities aimed at repaying all debts of the liquidated organization to its counterparties, employees, other third parties;
- balance formation (interim and liquidation);
- making a decision on the future fate of the organization's property remaining after full settlement with creditors and other persons.
- other issues related to the competence of the liquidation commission, aimed at liquidating the organization.
The purpose of the liquidation commission
After the decision on liquidation is made, the purpose of the company's activities completely changes. That is, if earlier its main goal was, for example, to generate income, then after the specified decision, liquidation becomes this goal. All activity of the legal entity is redirected to this channel. At the same time, until the organization is listed in the Unified State Register of Legal Entities as having ceased its activities, it is obliged to pay taxes and pay salaries to employees. However, all transactions that the company will conduct must be aimed at settlements with third parties, creditors, employees.
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For example, from the definition of the IC on economic disputes of the Supreme Court of the Russian Federation dated July 29, 2015 No. 306-KG, it follows that the liquidation commission or the liquidator are obliged to take the necessary measures aimed at settling with creditors as a matter of priority. These measures consist of sending notices to creditors in advance of the planned liquidation. If the liquidation commission is aware of the creditors, it is obliged to send them appropriate notices.
After the adoption of the above decision, the head (executive body) of the company can no longer act on its behalf without a document authorizing him to do so. Instead of the head, all actions to manage the organization are performed by the liquidation commission (its head).
When establishing the sufficiency of property for payment to all counterparties, the liquidation commission:
- conducts an inventory;
- finds all creditors and debtors;
- forms the liquidation balance sheet (first - intermediate).
The liquidation balance sheet, indicating the impossibility of distributing debts, is the basis for filing an application with the judicial authorities to declare the organization bankrupt and conduct bankruptcy proceedings.
Results
The liquidation commission is a body that can be compared with an arbitration manager that manages legal entities in the process of bankruptcy. However, unlike the latter, the liquidation commission is established not by the court, but by authorized persons or bodies of the legal entity being liquidated. But their similarity is very obvious: both the liquidator and the arbitration manager aim to settle accounts with creditors, and then terminate the organization's activities.
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Liquidator or Liquidation Commission?
This week I encountered the following situation: usually in an LLC consisting of one participant (he is also a director), we appointed a Liquidator by a decision on liquidation. This went with a bang in MIFNS 46 and the Moscow Region tax authorities. This is commented on and allowed by the tax authorities themselves and is confirmed by numerous practices throughout Russia. But MIFTS 16 in Shchelkovo for some reason puts the Federal Law “On LLC” above the Civil Code of the Russian Federation and 129-FZ and prohibits appointing a liquidator, only a liquidation commission ... They say that they write lies on the website of the Federal Tax Service and official explanations)) They slapped a refusal ... To the question about what we should do if we have only 1 person in the whole society, practically “three in one”, they say: “appoint a liquidation commission consisting of 1 person by decision”. How there can be one person in the commission, my brain cannot understand.
Colleagues, can anyone come across a similar one, share your experience)) Thank you in advance.
Comments (10)
You know, Oksana, the giraffe is big, he knows better. Says the tax, that one in the field, ugh in the commission - already a commission, appoint, please them. And why butt with them because of this, it’s more expensive for yourself.
Tatyana, they have already appointed, they have done something nice) We are waiting ..
The rule of three "D" applies not only on the road :).
And I would appeal the refusal to the court. They're already fucked up, by God! Mytishchenskaya told me a long time ago that it is not enough to eliminate double publication in the media. Give them the list of creditors we notified and proof of postage. GC - in the furnace! We went to the management to quarrel, canceled this nonsense. In general, in tax: some - to the forest, some - for firewood. If we compare the requirements of tax and notaries by region, it's also ridiculous. For someone, the extract from the Unified State Register of Legal Entities is valid for a month, for someone it is strictly 5 days.
The tax office is a strange place. They often contradict themselves.
The funny thing is that notaries themselves can check this extract. If the extract is not fresher than 5 days, then you have to pay another 1.5 tyr. Fun))
In Moscow, they accept extracts that are a month old. Moreover, with some notaries, you can negotiate and bring even a little overdue. No surcharges. First, in the tax for 400 rubles. they will make you a fresh one in a day, and secondly, now you can request your extract from any tax office, regardless of the place of registration of the organization.
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Well, we are not Moscow, we have everything at a double rate)))
Eugene, as I understand you... How many hours I spent in the Mytishchi tax office... there is a frame on frame, sometimes it is so bent that you don’t understand whether any of them read the laws or not.
here in vain you go on about the tax! tomorrow they will ask for something else, and so on without end. this practice needs to be nipped in the bud. appeal against the refusal and cut down the expenses for a representative from them, I assure you that there will be no more refusals in this tax on such grounds.
Dear colleagues, I run the risk of looking like a complete ignoramus in your eyes, but it seems quite obvious to me that the law "On LLC", as it establishes special norms, is higher than the Civil Code, which contains general norms. Am I wrong? And because of such a trifle as the appointment of a liquidator or a liquidation commission of one person, I would not spoil my nerves and butt heads with the tax. If our LLC can consist of one person or, for example, the court is often one-member, then why can't the liquidation commission be created from one person? It is also known that any official, endowed with at least some kind of power competence, is “smarter” than any doctors of jurisprudence.
I wanted to ask you, colleagues, for advice on the issue of the validity period of some certificates. In particular, the chairman of the board of the housing cooperative for some reason believes that the certificate issued by him to the member of the housing cooperative stating that he has been a member since such and such a year and fully redeemed his share in such and such a year is valid for only one month (!). From what, excuse me, fright? And what does the "validity" of such a certificate mean? Is it obligatory to register it with the state registration authorities? I'm even interested in what is now indicated in the USRR.
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Further, regarding the validity of technical documents issued by the BTI, in the legal community, as I understand it, there is some uncertainty. For example, the FreshDocs team concluded that any such documents have a validity period of five years, but for residential premises - one year.
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How is the liquidation commission appointed? What are the main responsibilities of the liquidator of an LLC?
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 only indicates that it is mandatory for her to be appointed as participants in an LLC after a decision has been made to liquidate her enterprise. At the same time, the period during which it is necessary to appoint the persons carrying out the liquidation is also not prescribed in the law.
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In addition, these legal norms do not contain indications of when it is necessary to select a liquidation commission, and in which cases it is possible to appoint one person - the liquidator. As a general rule, the participants independently determine who exactly 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 LLC participants as the liquidator or members and chairman of the liquidation commission.
After the appointment of the liquidation commission (liquidator), all powers to manage the liquidated legal entity are transferred to it. It, in fact, becomes the sole executive body of the enterprise.
In contrast to the order of appointment, the duties of 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 a limited liability company. To do this, they publish a message on the procedure for liquidating the organization and the deadlines for accepting claims from creditors in the media (Bulletin of State Registration) and send each creditor personal registered letters with a return receipt.
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Also liquidation commission:
- Takes steps to collect accounts receivable.
Only the chairman of the liquidation commission or the liquidator of an LLC has the right to apply to the tax service to make an entry in the Unified State Register of Legal Entities on the termination of business activities after the completion of the liquidation procedure.
If you want to start the voluntary liquidation of an LLC, use our service "Fill out forms for the liquidation of an LLC online". This will allow you:
- Avoid errors 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).
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 issued through our service have already been repeatedly checked during the liquidation of the LLC in tax inspections countrywide.
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Liquidation commission OR liquidator
Mix Oct 27, 2004
Art. 62 of the Civil Code Obligations of the person who made the decision to liquidate the legal entity
2. The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity appoint a liquidation commission (liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.
The Charter stipulates a liquidation commission, but how else, if the Federal Law on JSC Art. 21 speaks of a liquidation commission, why is the way now blocked for the liquidator?
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Federal Law on LLC - liquidation commission
Federal Law on non-profit organizations - liquidation commission, etc.
Mix Oct 27, 2004
no one here is involved in the liquidation or what?
Vermut Oct 28, 2004
Mix Oct 28, 2004
I don't want. much easier liquidator.
Vermut Oct 28, 2004
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entered into force
He is there in brackets everything is referred to as a "liquidator"
Mix Oct 28, 2004
but it diverges from practice, for example, more than once when it had to be liquidated (but the liquidator was registered in the charter of the CJSC, although what difference does it make, there is the same norm as in the LLC - the liquidation commission) The Ministry of Taxes and Taxes did not object to the liquidator
Do I remember what was written there?
Yes, in principle, do not care, the powers that the LK has the same as the liquidator.
Mix Oct 28, 2004
Yes, in principle, I don’t care, the powers that the LC has the same as the liquidator
I just didn’t understand the FAS UO
Vermut Oct 28, 2004
I just didn’t understand the FAS UO
Yes, as always with us, you see, then another practice will appear. I agree with all of the above opinions - no big difference. The question is only in numbers. It turns out that 2 members is a commission, and if there is one, then, they say, a liquidator.
Moreover, the same judicial practice it was established that only the chairman of the liquidation commission signs 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 a company?
kuropatka Oct 28, 2004
deaf as in a tank. no one here is involved in the liquidation or what?
And Search because it is necessary to use. We discuss once a month.
Mix Oct 28, 2004
do not tell me about the search, he himself has repeatedly said this,
they had all the questions, but you can have your own or someone else's, and pay him or not, etc.
I myself am now liquidating in two LLCs - IMNS only FOR.
I liquidate not only in theory, and therefore I said that the practice is different than in the FAS UO.
One more Oct 28, 2004
In the end, you are not in the Urals, liquidate on health
viking80 Nov 02, 2004
Please do not offend the Urals.
One more 02 Nov 2004
Please do not offend the Urals.
No need to identify the Urals and FAS UO
You can only liquidate as the law says and nothing else.
Explain your position, pliz, do you think that an LLC can only have an LC, but not a liquidator?
Lucy Jan 12, 2011
cassation instance for checking the legality and
validity of decisions (decisions) of arbitration courts,
entered into force
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 notify the registering body of the formation of a liquidation commission or the appointment of a liquidator, as well as of the preparation of 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 manager) (form N P15002)
4.2. Clause 3.2 is filled out on the basis of a document on the appointment of a liquidator.
5. Section 4 "Information about the bankruptcy trustee".
The specified section is filled in if the court decides to declare the legal entity insolvent (bankrupt) in accordance with the information about the bankruptcy trustee contained in the said decision or ruling of the arbitration court on the approval of the bankruptcy trustee's candidacy.
5.1. Clause 4.1 indicates the number of pages of the decision of the arbitration court on declaring the legal entity insolvent (bankrupt) or the ruling of the arbitration court on the approval of the candidacy of the bankruptcy trustee.
Sheet 1
Sheet A of form 15002. Information about the head of the liquidation commission (liquidator), bankruptcy trustee
If there is only one founder in the LLC, he is also the director, why can't he be the liquidator in the sole person. In any case, he is obliged to comply with the procedure for settlement with creditors.
Trevor 18 Apr 2011
Okay, here is an excerpt from one solution:
cassation instance for checking the legality and
validity of decisions (decisions) of arbitration courts,
entered into force
Vermut, I don't see anything of the kind in the said decision. Where is this quote from?
Drive into the consultant N Ф09-357 / 03-GK and find the RESOLUTION
cassation instance for checking the legality and
validity of decisions (decisions) of arbitration courts,
entered into force
Miss Po Jan 25, 2012
IvanWaitingReply 19 Jan 2015
Colleagues, tell me please!
enigma1 Feb 10, 2017
Is there a more recent practice?
liquidated CJSC and 2 LLC. in 2015-beginning of 2016.
in all cases there was only a liquidator. The tax office never gave a damn.
although everywhere the Statutes were standard, without fuss, written off from the laws on LLC and CJSC and only the liquidation commission was mentioned in them.
we were somehow taught earlier that the Civil Code has great 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 all the same, it seems to me that simply in the laws, under the words "liquidation commission" and so it is understood that the liquidator is also included. Because the GC 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 occurs 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 sole participant of an 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 the liquidator is obliged to work under an employment contract.
and given that at the end of the liquidation, there will be no place to formally dismiss him from anywhere (he will have to be dismissed retroactively), and who and how will accrue and pay wages and all taxes on it ?! And what about the final payment upon dismissal? where to get time, money for this, spend on the balance sheet, etc. break your head.
It is more logical and easier for the liquidator to accept immediately under a civil law contract for the provision of services.
but in reality, in small companies, according to documents, a liquidator is usually not carried out at all, because he is also a director and a participant in one person.
Who can be a liquidator in the liquidation of an LLC - an important and interesting question, given the ambiguous interpretation in the legislation of the concepts of liquidator / liquidation commission. Let's deal with him once and for all.
Who is a liquidator, and how does this concept relate to the concept of "liquidation commission"
The liquidator is a person who deals with issues that arise during the implementation of the procedure for terminating the activities of the organization. The Liquidation Commission is a collegiate body that resolves similar issues.
The procedure for appointing a liquidator or a liquidation commission is prescribed in Art. 62 of the Civil Code of the Russian Federation, Art. 57 of the Federal Law “On Limited Liability Companies dated February 8, 1998 No. 14. However, the provisions of the law are extremely stingy and do not fully regulate the activities of a liquidator or a liquidation commission. Moreover, Federal Law No. 14 does not even contain a hint that a liquidator can participate in the termination of an organization’s activities, using the concept of a “liquidation commission”.
In practice, it is possible to appoint both a liquidator and a liquidation commission, and the general meeting of the LLC resolves this issue. To organize the termination of the activities of a small company, they most often use the services of one person. If the company is large, a commission is appointed (including at least two participants, one of which is the chairman).
Who can be a liquidator?
The legislation bypasses the question of who can be the liquidator of the organization (or be a member of the commission). It can be considered a positive moment that the law does not establish prohibitions regarding the election of a candidate.
Most often, the former sole executive body of the company (director, general director, etc.) becomes the liquidator. This is due to the fact that he worked in the organization and has an idea about its activities. The employment contract with him upon appointment as a liquidator is terminated (however, the director is dismissed upon appointment of any person as a liquidator).
In addition to the director, anyone (any capable person) can be a liquidator. These are representatives of private firms providing liquidation services, and one of the founders of the liquidated organization. It is assumed that the liquidator must have an idea of how the procedure for terminating the activities of the organization goes in order to carry it out.
The law also does not impose requirements on the composition of the liquidation commission.
Appointment of a liquidator upon liquidation of an LLC. Sample decision on the appointment of a liquidator (minutes of the meeting of participants in LLC)
Not suitable for the appointment of a liquidator labor contract, due to the lack of an appropriate position in the organization and the expediency of such actions (the organization will soon cease to exist). Therefore, most often a civil law contract is concluded (for example, the provision of services). It is possible not to conclude any contracts at all (there is no such requirement of the law), but then the procedure for the activity and the amount of the liquidator's remuneration will not be determined.
The procedure for appointing a liquidator or liquidation commission is as follows:
- A decision is made by the sole founder, or an extraordinary general meeting is convened, on the agenda of which is the question of the procedure and terms for the liquidation of the company, the appointment of a liquidator / commission, and the termination of the powers of the sole executive body.
- An agreement is concluded with the liquidator / commission (if desired).
Here is a sample protocol of the general meeting of participants of the organization and a sample decision sole member on the appointment of a liquidator.
Powers of the liquidator upon liquidation of an LLC
In short, the liquidator or the liquidation commission receives the powers of the general director, including the right to protect the interests of the company in the courts. The law (clause 4, article 62 of the Civil Code of the Russian Federation) formulates this rule as follows: "the powers to manage the affairs of a legal entity are transferred to the liquidation commission." It's rather vague, which is why we draw a parallel with the CEO, who previously carried out similar duties.
Do not forget that other management bodies of an LLC are valid until the registration of its liquidation (for example, the general meeting of participants in the organization, which signs the interim and final liquidation balance sheets). This rule does not apply only to the sole executive body (general director).
In practice, the commission or the liquidator carries out activities aimed specifically at the liquidation of the company. The list of such actions is provided by art. 63 of the Civil Code of the Russian Federation. These include:
- Publication of data on the liquidation of the company in the media.
- Search and notification of creditors, collection of receivables.
- Drawing up an interim liquidation balance sheet (but not approval).
- Sale of the company's property when it is insufficient to satisfy the interests of creditors.
- Appeal to arbitration in case of detection of signs of bankruptcy.
- Preparation of the liquidation balance sheet (but not approval).
- Submission of an application for liquidation of the company for registration.
- Representing the interests of the company in court.
Thus, when answering the question of who can be a liquidator during the liquidation of an LLC, it must be taken into account that the law does not establish requirements for persons who can be liquidators or be members of the liquidation commission. As a result, the liquidation of the company can be entrusted to any person.
1.1. This document defines the policy of the Limited Liability Company "" (hereinafter referred to as the Company) regarding 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, extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, carried out using automation tools and without the use of such funds.
1.4. The policy is strictly followed by the Company's employees.
- Definitions
personal data- any information relating directly or indirectly to a specific or identifiable natural person (subject of personal data);
operator- a state body, a municipal body, a legal entity or an 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 using automation tools or without using such tools with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), 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 suspension 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;
depersonalization 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 the use of additional information;
personal data information system- a set of personal data contained in databases and providing their processing information technologies and technical means.
- 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 legitimate purposes. It is not allowed to process personal data that is incompatible with the purposes of collecting personal data;
3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes that are 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, their relevance in relation to the stated purposes of their processing, are ensured.
7) The storage of personal data is carried out in a form that allows determining the subject of personal data no longer than required by the purposes of processing personal data, if the period for storing personal data is not established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. Processed personal data is subject to destruction or depersonalization upon achievement of the purposes of processing or in case of loss of the need to achieve these purposes, 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 Company's representatives about changes in their personal data.
3.2. The company processes personal data only in the following cases:
- the 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 performance judicial act, an act of another body 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 performance of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as to conclude 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 obtaining the consent of the subject of personal data is impossible;
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 processing personal data on behalf of Start Law Company LLC 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 processing personal data, the purposes of processing, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing, as well as requirements for the protection of processed personal data data.
3.5. If the Company entrusts the processing of personal data to another person, the Company shall be liable to the subject of personal data for the actions of the said person. The person who processes personal data on behalf of the Company is liable to the Company.
3.6. The Company does not make decisions on the basis of exclusively automated processing of personal data that give rise to legal consequences in relation to the subject of personal data or otherwise affect his rights and legitimate interests.
3.7. The Company destroys or depersonalizes personal data upon reaching the purposes of processing or in case of loss of the need to achieve the purpose of processing.
- Subjects of personal data
4.1. The company processes personal data of the following persons:
- employees of the Company, as well as entities with whom contracts of a civil law nature have been concluded;
- replacement candidates 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 personal data subjects authorized on the basis of a power of attorney.
- Rights of personal data subjects
5.1. The subject of personal data whose data is processed by the Company has the right to:
5.1.1. Receive the following information from the Company within the terms provided by the Law:
- confirmation of the fact of personal data processing by Start Legal Company LLC;
- on the legal grounds and purposes of processing personal data;
- on the methods used by the Company to process personal data;
- 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 Start Law Company LLC or on the basis of federal law;
- a list of processed personal data relating to the citizen from whom the request was received and the source of their receipt, unless a different procedure for providing such data is provided by federal law;
- on the terms of processing personal data, including the terms 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 who processes 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 their personal data, their blocking or destruction if personal data is incomplete, outdated, inaccurate, illegally obtained or 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 to the Federal Service for Supervision of Communications, Information Technology and Mass Communications or in court if a citizen believes that Start Law Company LLC is processing his personal data in violation of the requirements of Federal Law No. 152- Federal Law "On Personal Data" or otherwise violates his rights and freedoms.
5.1.6. To protect their rights and legitimate interests, including compensation for losses and / or compensation for moral damage in court.
- Company Responsibilities
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, at his request, with information regarding the processing of his personal data, or legally 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 not necessary for the stated purpose of processing.
- Maintain a Register of Personal Data Subjects’ Applications, which should record the requests of personal data subjects for obtaining personal data, as well as the facts of providing personal data on these requests.
- Notify the subject of personal data about the processing of personal data in the event that personal data was not received from the subject of personal data.
The following cases are an exception:
The subject of personal data is notified of the processing of his personal data by the relevant operator;
Personal data is 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 obtained from a public source;
Providing the subject of personal data with the information contained in the Notice on the processing of personal data 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 relevant personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by the contract, the party to which, the beneficiary or the guarantor of which is the subject 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-FZ "On Personal Data" or other federal laws.
6.3. In the event that the subject of personal data withdraws 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 withdrawal, 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 consent in writing of the subject of personal data, in 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 the refusal to provide his personal data, if the provision of personal data is mandatory in accordance with the Federal Law.
6.8. Notify the personal data subject or his representative of all changes regarding the relevant personal data subject.
- 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, modification, blocking, copying, provision, distribution 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:
- determination of threats to the security of personal data during their processing in information systems ah personal data;
- application 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 implementation of which ensures the levels of personal data protection established by the Government of the Russian Federation;
- the use of information security tools that have passed the conformity assessment procedure in the prescribed manner;
- evaluating the effectiveness of the 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;
- detecting facts of unauthorized access to personal data and taking measures;
- recovery 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 the 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 personal data information systems.
- an assessment of the harm that may be caused to personal data subjects in the event of a violation of the legislation of the Russian Federation in the field of personal data, the ratio of the said harm and the measures taken to ensure the implementation of the legislation of the Russian Federation in the field of personal data.