In the event that the participants of the organization decide to liquidate legal entity, the law imposes on them the obligation to appoint persons who will resolve all issues related to liquidation. This group of persons is called the “liquidation commission”. In this article we will look at what this commission is, what powers it has, who is on it, and 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 entrusted with the responsibility 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.

In the process of liquidating an organization, the commission or liquidator performs the following actions:

• takes over the management of the organization's affairs;
• acts on behalf of the organization in court;
• publishes in the "Bulletin" state registration» and means mass media notification of the liquidation of the organization, the timing and procedure for accepting creditors’ claims;
• notifies creditors by other means 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 among the founders or participants of the organization;
• submits an application to the tax office to register the liquidation of a legal entity.

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

The commission or liquidator authorized to carry out the liquidation procedure of an organization must act in good faith and reasonably, observing 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 may be the founder or participant of the organization, as well as its head or other body authorized to do so. constituent 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 Civil Code of the Russian Federation.

In any case, the authorized person must make a decision on the appointment of a 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 issued subsequently in the form of an order (instruction), which indicates:

• information about the organization - name, address, registration data, other details;
• date and number of the act;
• the basis for issuing the order is “in connection with the decision to liquidate the organization”, indicating the details of the relevant decision;
• composition of the liquidation commission;
• terms and procedure 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 comes into force.

As a rule, members of the liquidation commission are:

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

If a member of the organization is municipality, a subject of the Russian Federation or the Russian Federation, the commission must also include representatives of the relevant authorities.

Order on the creation of a liquidation commission (sample)

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

Commission members

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

• The person responsible for the property of a company being liquidated. One of the owners or a third-party manager who exhibits the company’s fixed assets (buildings, structures, unfinished construction, production capacity) to auction in order to cover the debt.
• Persons representing 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 that is ceasing its activities.
• Employees of the State Property Fund participate in the commission if a state corporation is liquidated or its structure changes. Sometimes their presence is required if it closes construction company, a business associated with the creation and operation of socially significant facilities.

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 lenders. If the company is under investigation, the financial documents provided will be reviewed by law enforcement agencies.

Procedure

The legal liquidation of a company is carried out in several stages, each of them is confirmed by supervisory authorities.

• Notifying the tax authorities and the Unified State Register of Legal Entities (state register of legal entities) about the decision taken at the meeting of shareholders to liquidate the business.
• Approval of the composition of the liquidation commission (choice by regulatory authorities or business owners). Commission members receive all financial documents, organization seals, official forms and creditor contacts within 72 hours from the date of appointment.
• Notifying the organization's creditors about the fact of liquidation, publishing a 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, by telephone calls or in person.
• Drawing up a preliminary liquidation balance sheet of an enterprise, which contains all the assets and liabilities of the business, information on the amount of receivables and payables, and proposed steps to repay them.
• Sale of company assets to cover debt obligations, work with creditors and supervisory authorities. The liquidator provides documents to the tax office or investigative committee, draws up a schedule for paying debts, and puts the property up for public auction.
• Payments to creditors according to the priority established by law, drawing up the 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, and the steps taken during the liquidation.
• Request to register the fact of liquidation in the Unified State Register of Legal Entities and obtain a state-issued certificate. After this, the liquidation commission completes its work, and the company is recognized as liquidated.

Submit your application

The liquidation of companies begins with the decision on liquidation by the managing body. Then a notification about the start of the procedure is submitted to the tax services and the Unified State Register legal entities (Unified State Register of Legal Entities), a corresponding entry is made. The next stage of the process is the appointment of a liquidation commission.

Liquidation commission, according to paragraph 2 of Article 62 of the Civil Code of the Russian Federation, is appointed by the body that made the decision to liquidate the company. It could be:

• General Meeting of Shareholders;
• meeting of participants;
• judicial authorities, by decision of which the company is going to be closed.

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

The liquidation commission may consist of:

• from the company's managers;
• company founders or participants;
• representatives of founders or participants;
• representatives labor collective the enterprise itself.
• The head of the liquidation commission is also appointed by the body initiating the closure of the company, usually it becomes CEO companies.

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

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

After receiving the Certificate of Registration of Liquidation of the company, the enterprise is considered liquidated, and the liquidation commission is considered to have ceased its activities.

In the event that the participants of an organization decide to liquidate a legal entity, the law imposes on them the obligation to appoint persons who will resolve all issues related to the liquidation.

This group of persons is called the “liquidation commission”. In this article we will look at what this commission is, what powers it has, who is on it, and 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 entrusted with the responsibility 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.

In the process of liquidating an organization, the commission or liquidator performs the following actions:

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• takes over the management of the organization's affairs;
• acts on behalf of the organization in court;
• publishes in the “Bulletin of State Registration” and the media a message about the liquidation of the organization, the timing and procedure for accepting creditors’ claims;
• notifies creditors by other means 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 a final liquidation balance sheet;
• distributes the remaining funds among the founders or participants of the organization;
• submits an application to the tax office to register the liquidation of a legal entity.

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

The commission or liquidator authorized to carry out the liquidation procedure of an organization must act in good faith and reasonably, observing 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 may be the founder or participant of the organization, as well as its director or other body authorized to do so by the constituent 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 Civil Code of the Russian Federation.

In any case, the authorized person must make a decision on the appointment of a 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 issued subsequently 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 is “in connection with the decision to liquidate the organization”, indicating the details of the relevant decision;
• composition of the liquidation commission;
• terms and procedure 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 comes into force.

As a rule, members of the liquidation commission are:

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

If a member of the organization is a municipality, a subject of the Russian Federation or the Russian Federation, the commission must also include representatives of the relevant authorities.

Download the order to create a liquidation commission (sample)

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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 of 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 legal force

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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 closed joint-stock company, although what difference does it make, there is the same norm as in the LLC - the liquidation commission) the Tax Inspectorate did not object to the liquidator: yogi:

I agree completely. Not long ago I was involved in liquidation and a liquidator was appointed there. the tax office didn't give a damn: beer:

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Yes, in principle, it doesn’t matter, the powers of both the LC and the liquidator are the same. (IMG:http://hp/style_emoticons/default/wink.gif)

I just don’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 the above opinions - no big difference. The only question is the numbers. It turns out that 2 members are a commission, and if there is one, then, they say, the liquidator (IMG: http://hp/style_emoticons/default/biggrin.gif).

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They all had questions about whether it was theirs or someone else’s, whether to 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 I said that the practice is different than in the FAS UO.

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

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Please do not offend the Urals.

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

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What is the difference between liquidator and liquidation commission?

We're going to liquidate one open Joint-Stock Company. According to clause 2. Art. 62 of the Civil Code of the Russian Federation, the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity appoint liquidation commission (liquidator).

According to paragraph 2 of Art. 21 Federal Law "On Joint-Stock Companies" on 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 Federal Law "On Joint-Stock Companies", an open joint-stock company can appoint ONLY liquidation commission?

Of course we would love it. I wanted to appoint a liquidator, but so far I see no reason to do so. If you have any opinions or 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 is adopted upon the proposal of the board of directors (supervisory board) of the company, executive body or participant 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 the liquidation commission is appointed, all 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 the property of a liquidated company between its participants

2. The competence of the general meeting of company 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, a clomission must be created; for this, the founder (participant) attracts third parties who will be part of the liquidation commission.

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

Moreover, for 2 years before this refusal was accepted from the liquidator and nothing.

Powers and activities of the liquidation commission or liquidator when closing an LLC

The liquidation commission is a special body created to permanently terminate the activities of an organization. It can be created on a voluntary or 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 the structure appointed by him 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? Appointment of the commission

The process of liquidating an LLC begins with notification to the tax office. The notarized notice must be sent within three days after the decision has been 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 this, the Federal Tax Service must issue a local act, which will contain a list of powers that are transferred to the commission or liquidator.

The laws do not have specific requirements for members of the commission, so usually this body includes interested employees of the organization - lawyers, economists, accountants, founders, etc. If the liquidation process is carried out through the court forcibly, then the bankruptcy manager acts as the liquidator.

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

Powers, functions and responsibilities

Let’s assume 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 this, 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 frame for liquidation and order of the process.
• Details of the decision to close.
• Contacts so that the company's creditors can submit their claims.

It is worth noting that the current legislation of the Russian Federation does not establish strict deadlines for which placement is required this message. But the period for filing creditor claims begins precisely from the moment of publication. In this case, this period must 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 the deadline for submitting claims must be indicated.

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

At the moment, the law does not establish a clear sequence of actions when drawing up such a balance sheet, so 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 state duty.
• Interim liquidation balance sheet.
• Application for registration of a legal entity in connection with its liquidation.

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

Since 2015, legal entities are no longer required to notify Pension Fund about the liquidation process. Now a document confirming the provision of data to the Pension Fund can be obtained from the tax service on the basis of interdepartmental cooperation.

The above 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 website nalog.ru;
• a representative who has a power of attorney certified by a notary;
• by mail;
• personally by the head of the liquidation commission.

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

Full instructions for the procedure for terminating the activities of an LLC 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:

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

After a certificate of registration of liquidation of an LLC 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 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 valuation, inventory;
• closing all bank accounts of a business entity except one, into which all funds will be accumulated;
• collection of accounts receivable;
• transfer of legal entity documentation to the archive;
• making decisions on dismissal of company employees.

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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 special rules for the formation of a liquidation commission. Article 62 of the Civil Code of the Russian Federation only indicates that it is mandatory to appoint participants in the LLC after making a decision to liquidate their enterprise. At the same time, the period during which it is necessary to appoint persons carrying out liquidation is also not specified in the law.

In addition, the indicated legal norms They also 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 participants independently determine who exactly they will appoint to liquidate the organization, and at what point they will do this.

Also, the legislation does not prohibit the appointment of one or more LLC participants as a 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. She, in fact, becomes the sole executive body of the enterprise.

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In contrast to the appointment procedure, the responsibilities of persons responsible for liquidation are clearly stated in the regulations 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 about the procedure for liquidating the organization and the deadline for accepting claims from creditors in the media (Bulletin of State Registration) and send personal information to each creditor registered letters with notification of delivery.

Also the liquidation commission:

1. Takes measures to collect accounts receivable.

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

If you want to begin the voluntary liquidation of an LLC, use our “Fill out LLC liquidation forms online” service. This will allow you:

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1. Avoid mistakes in completing the documents necessary to close a company (the service automatically fills out the forms, and their correctness 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 prepared through our service have already been repeatedly checked during the liquidation of an LLC by tax inspectorates throughout the country.

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

We will be grateful for your comments on this material. If you have not found the answer to your question or you have comments or suggestions, write to us. Your opinion is very important to us!

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

Law Club Conference

Liquidation commission OR liquidator

Mix 27 Oct 2004

Art. 62 of the Civil Code Responsibilities of the person who made the decision to liquidate a legal entity

2. The founders (participants) of a 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 timing of liquidation in accordance with this Code and other laws.

The Charter stipulates the liquidation commission, but how else would it be if the Federal Law on JSC Art. 21 speaks of the liquidation commission, so now the liquidator’s path is blocked?

Federal Law on LLC - liquidation commission

Federal Law o non-profit organizations- liquidation commission, etc.

Mix 27 Oct 2004

No one here is engaged in liquidation or what?

Vermut 28 Oct 2004

Mix 28 Oct 2004

I don't want. much easier as a liquidator.

Vermut 28 Oct 2004

cassation authority to verify the legality and

validity of decisions (rulings) of arbitration courts,

entered into legal force

He is referred to there in parentheses as a “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 closed joint-stock company, although what difference does it make, there is the same rule as in the LLC - the liquidation commission) the Tax Inspectorate did not object to the liquidator

paraski Oct 28, 2004

I agree completely. Not long ago I was involved in liquidation and a liquidator was appointed there. the tax office didn't give a damn

-chudo- 28 Oct 2004

One more Oct 28, 2004

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

Mix 28 Oct 2004

and in your cases, what is stated in the charter is for the sake of completeness.

paraski Oct 28, 2004

In both cases, my charter stated liquidation commissions

One more Oct 28, 2004

and in your cases, what is stated in the charter is for the sake of completeness.

Do I remember what was written there?

Yes, in principle, it doesn’t matter, the powers of both the LC and the liquidator are the same.

Mix 28 Oct 2004

Yes, in principle, it doesn’t matter, the powers that the LC has and the liquidator have are the same

I just don’t understand FAS UO

Vermut 28 Oct 2004

I just don’t understand FAS UO

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

Moreover the same judicial practice It has been established that only the chairman of the liquidation commission signs claims and powers of attorney, and who deprived the rights of other members then?! Here is a question, for example, does the chairman of the liquidation commission have the right to sign the balance sheet or declaration of the company?

kuropatka 28 Oct 2004

It's as quiet as a tank. No one here is engaged in liquidation or what?

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

Mix 28 Oct 2004

don’t tell me about the search, I’ve talked about it myself many times,

They all had questions about whether it was theirs or someone else’s, whether to pay him or not, etc.

I myself am currently liquidating 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 for your health

viking80 02 Nov 2004

Please do not offend the Urals.

Liquidation can only be done as the law says and nothing else.

One more 02 Nov 2004

Please do not offend the Urals.

There is no need to identify the Urals and FAS UO

Liquidation can only be done as the law says and nothing else.

Explain your position, please, do you think that an LLC can only have a private limited company, but not a liquidator?

Lucy 12 Jan 2011

cassation authority to verify the legality and

validity of decisions (rulings) of arbitration courts,

entered into legal force

Natatata 14 Jan 2011

ON STATE REGISTRATION OF LEGAL ENTITIES

AND INDIVIDUAL ENTREPRENEURS

Article 20. Notification of liquidation of a legal entity

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

IX. The procedure for filling out the Notification on the formation of a liquidation commission of a legal entity, the appointment of a liquidator (bankruptcy trustee) (Form N P15002)

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

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

This section is filled in if the court makes a decision to declare a legal entity insolvent (bankrupt) in accordance with the information about the bankruptcy trustee contained in the said decision or a ruling by the arbitration court to approve the candidacy of a bankruptcy trustee.

5.1. Clause 4.1 indicates the number of sheets of the arbitration court’s decision to declare a legal entity insolvent (bankrupt) or the arbitration court’s ruling to approve the candidacy of a bankruptcy trustee.

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

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

If an LLC has one founder, who is also a director, why can’t he be the sole liquidator? He is obliged to comply with the procedure for settlements with creditors in any case.

Trevor Apr 18, 2011

Okay, here's an excerpt from one solution:

cassation authority to verify the legality and

validity of decisions (rulings) of arbitration courts,

entered into legal force

Vermut, I don’t see anything like that in the said resolution. Where is this quote from?

Enter N F09-357/03-GK into the consultant and find the RESOLUTION

cassation authority to verify the legality and

validity of decisions (rulings) of arbitration courts,

entered into legal force

Miss Po Jan 25, 2012

Ivanzhdetanswer Jan 19, 2015

Colleagues, please tell me!

enigma1 10 Feb 2017

Is there a more recent practice?

CJSC and 2 LLCs were liquidated. in 2015-early 2016.

in all cases there was only a liquidator. The tax office never found fault.

although everywhere the Charters were standard, straightforward, copied from the laws on LLCs and CJSCs, and only the liquidation commission was mentioned in them.

We were once taught earlier that the Civil Code has greater legal force over special norms. Now the Civil Code and laws have equal legal force, and often even special norms have priority in interpretation.

but still, it seems to me that simply in the laws, by the words “liquidation commission” it is meant that the liquidator is 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 because it appears in exactly this form in the Civil Code, as equivalent (clarifying) concepts. And there is not even a slight opposition or division of the “liquidation commission or liquidator” type.

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

The sole participant of the LLC is the 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, formally there will be no place to fire him (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 payment upon dismissal? where to get the time, money for this, how to balance, etc. you'll break your head.

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

but in reality, in small companies there is usually no liquidation process at all according to the documents, because he is also a director and a participant in one person.

1.1. This document defines the policy of 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 current legislation Russian Federation about personal data.

1.3 This Policy applies to all processes of 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 means.

1.4. The policy is strictly followed by the Company's employees.

1. Definitions

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

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

processing of personal data- any action (operation) or set of actions (operations) performed using automation tools or without the use of such means 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 number 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 cessation of processing of personal data (except for cases where 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 media of personal data are destroyed;

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

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

1. Principles and conditions for processing 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. Processing of personal data that is incompatible with the purposes of collecting personal data is not permitted;

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

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

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

7) The storage of personal data is carried out in a form that makes it possible to identify the subject of personal data no longer than required by the purposes of processing personal data, unless the period for storing personal data is established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. The processed personal data is subject to destruction or depersonalization upon achievement of the processing goals or in the event of loss of the need to achieve these goals, unless otherwise provided by federal law.

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

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

• processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
• the processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
• processing of personal data is necessary for the execution of a 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);
• processing of personal data is necessary for the execution of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as for concluding an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be a 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 Legal 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 is determined that will be performed by the 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 is established, and requirements for the protection of processed personal data are specified. data.

3.5. If the Company entrusts the processing of personal data to another person, the Company is responsible to the subject of personal data for the actions of the said person. The person processing personal data on behalf of the Company is responsible to the Company.

3.6. Making decisions based solely on automated processing of personal data that generate legal consequences in relation to the subject of personal data or otherwise affecting his rights and legitimate interests, The company does not carry out.

3.7. The company destroys or depersonalizes personal data upon achieving the purposes of processing or in the event of the loss of the need to achieve the purpose of processing.

1. 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 civil contracts have been concluded;
• replacement candidates vacant positions in company;
• clients of LLC Legal Company "Start";
• users of the website of LLC Legal Company "Start";

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

1. Rights of 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 from the Company within the time limits provided for by law the following information:

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

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

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

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

5.1.5. Appeal the actions or inaction of the Company to the Federal Service for Supervision in the Sphere of Communications, Information Technologies and mass communications or in judicial procedure in the event that a citizen believes that Start Legal Company LLC processes his personal data in violation of the requirements of Federal Law No. 152-FZ “On Personal Data” or otherwise violates his rights and freedoms.

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

1. Responsibilities of the Company

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

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

The following cases are exceptions:

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

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

Personal data was obtained from a publicly available source;

Providing the subject of personal data with the information contained in the Notice of 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 agreement to which the subject is a party, beneficiary or guarantor personal data, another agreement between the Company and the subject of personal data, or if the Company does not have the right 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. If 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. If a subject receives a request to stop processing personal data in order to promote goods, works, and services on the market, the Company is obliged to immediately stop processing personal data.

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

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

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

1. Information about the measures taken to protect 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, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other unlawful actions in relation to personal data.

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

• identifying 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 fulfill the requirements for the protection of personal data, the implementation of which ensures the levels of personal data security established by the Government of the Russian Federation;
• application of past in the prescribed manner procedure for assessing the compliance of information security means;
• assessing the effectiveness of measures taken to ensure the security of personal data before putting into operation the personal data information system;
• taking into account computer storage media of personal data;
• detecting facts of unauthorized access to personal data and taking measures;
• restoration of personal data modified or destroyed due to unauthorized access to it;
• establishing rules for access to personal data processed in the personal data information system, as well as ensuring registration and accounting of all actions performed with personal data in the personal data information system;
• control over the measures taken to ensure the security of personal data and the level of security of personal data information systems.
• assessment of the harm that may be caused to subjects of personal data in the event of a violation of the legislation of the Russian Federation in the field of personal data, the relationship between this harm and the measures taken aimed at ensuring compliance with the legislation of the Russian Federation in the field of personal data.