Head of the liquidation commission or liquidator. What is the difference between a liquidator and a liquidation commission? The actions of the commission are as follows

This group of people is called 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 funds mass media notification of the liquidation of the organization, the terms 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 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 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 liquidation initiator may be the founder or member 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 subject of the Russian Federation or 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 individual- 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 CND, approved by order of the Federal Tax Service of Russia dated December 16, 2016 No. ММВ-7-17/685@).

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 Civil Code RF dated 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"No. 82-FZ of May 19, 1995 states that the remaining property should 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 the provision in the process of this legitimate interests and rights of third parties (creditors, employees). 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 at 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've already screwed up, by God! Mytishchenskaya told me a long time ago that it is not enough to eliminate double publication in the media. Give them a list of creditors we notified and evidence postal items. 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. Someone extract from the Unified State Register of Legal Entities valid for a month, someone has 5 days strictly.

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. Funny))

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, the indicated legal regulations They also do not contain instructions on when it is necessary to select a liquidation commission, and in what cases it is possible to appoint one person - the liquidator. By general rule 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 (“State Registration Bulletin”) and send each creditor personal registered letters with acknowledgment of receipt.

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Also liquidation commission:

Takes steps to collect accounts receivable.

Acts on behalf of a legal entity in court or represents its interests in state bodies.

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

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

Makes payments to creditors in order of priority, established by law our country.

If it is revealed that the monetary assets and property of the LLC are insufficient to pay off all debts, it files an application with the arbitration court for declaring the debtor bankrupt.

Prepares the final liquidation balance sheet.

Acts as an applicant when submitting to the tax office an application for state registration of a legal entity in connection with its liquidation (in the form P16001).

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 entrepreneurial activity after 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).

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

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

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

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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".

This 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 said decision or the ruling of the arbitration court on the approval of the candidacy of the bankruptcy trustee.

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.

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

Such a group of persons is called 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 commission or the liquidator in the process of liquidating the organization performs the following actions:

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takes over the management of the affairs of the organization;
speaks on behalf of the organization in court;
publishes in the "Bulletin of State Registration" and the mass media a message 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 to the tax inspectorate an application for registration of the liquidation of a legal entity.

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 liquidation initiator may be the founder or member of the organization, as well as its head 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 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 the participant 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 on the establishment of the 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 shall appoint a liquidation commission ( liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.

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no one here is involved in the liquidation or what? :shuffle:

entered into force

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Agree completely. I myself was engaged in liquidation not so long ago and a liquidator was appointed there. tax was spit :beer:

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Yes, in principle, do not care, the powers that the LK has the same as the liquidator. (IMG:http://hp/style_emoticons/default/wink.gif)

I just didn’t understand the FAS UO

Yes, as always with us, you see, then another practice will appear (IMG: http://hp/style_emoticons/default/wink.gif) . I agree with all of the above 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, the liquidator (IMG: http://hp/style_emoticons/default/biggrin.gif) .

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they had all the questions, but you can have your own or someone else's, and pay him or not, etc. (IMG:http://hp/style_emoticons/default/wink.gif)

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

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

Free legal advice:

Please do not offend the Urals.

No need to identify the Urals and FAS UO: hi:

Free legal advice:

What is the difference between a liquidator and a liquidation commission?

We are going to liquidate one open Joint-Stock Company. According to paragraph 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 of the Federal Law "On Joint Stock Companies" on the general meeting of shareholders of a voluntarily liquidated company decides on the liquidation of the company and the appointment of liquidation commission.

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

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

…2. Solution general meeting participants of the company on the voluntary liquidation of the company and the appointment of a liquidation commission is adopted at the proposal of the board of directors (supervisory board) of the company, the executive body or a member of the company.

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

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

Article 58

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

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

Free legal advice:

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 for the chairman of the liquidation commission and file already 16 from the chairman (((and in the window at the consultation they blurted out that they didn’t care - the commission or the liquidator.

at the same time, for 2 years before this refusal, they 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 for the final termination of the organization. It can be created on a voluntary or compulsory basis, depending on the reasons for closing 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 structure appointed by him for the duration of the liquidation process. The procedure for creating this body may take place with the participation of other founders of the LLC. If it is created on a forced basis, then the process falls on the shoulders of the arbitration court.

Who can be a liquidator? Commission appointment

The liquidation process of an LLC begins with a tax notice. A notarized notice should be sent within three days after the decision was made to close the business. In return, the tax office provides a certificate of registration and an extract from the Unified State Register of Legal Entities. After that, the 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 the members of the commission, therefore, this body usually includes interested employees of the organization - lawyers, economists, accountants, founders, etc. If the liquidation process is carried out through the court forcibly, then the arbitration manager acts as a liquidator.

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

Powers, functions and responsibilities

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

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

Name of the organization.
OGRN.
Address.
The time frame for liquidation and the order of the process.
Details of the decision to close.
Contacts so that the company's creditors can state their claims.

It is worth noting that current legislature The Russian Federation does not set strict deadlines for placing given message. But the period for the statement of 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 search for and timely notify creditors. All this must be done in writing and indicate the deadline for filing claims.

Two months after publication, an interim liquidation balance sheet is drawn up. This economic indicator reflects the financial condition of a legal entity. Preparing 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 in compiling such a balance sheet, therefore, members of the commission must rely on accounting rules.

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

Receipt of payment of state duty.
Interim liquidation balance.
Application for registration of a legal entity in connection with its liquidation.

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

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

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

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

Only after the tax service receives the specified documents, the final decision on liquidation will 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

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

Place a 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.
Independently notify creditors that the legal entity will be liquidated. This must be done by any possible means, including in writing.
After graduation due date draw up an interim liquidation balance sheet.
If necessary, you should organize the sale of the company's assets at public auctions or auctions to pay all existing debts.
On the basis of the balance, it is necessary to pay the creditors of their debts. It should be noted that the order of payments must be strictly observed.
After payments to all creditors, the commission draws up the final liquidation balance sheet, which will display the state of the property of the enterprise after the payment of debts.
Further, the balance of funds is distributed among the participants of the company, who have rights in rem to them.
To complete the procedure, the commission submits an application to the tax authorities and registers the liquidation of the company in the Unified State Register of Legal Entities.

After a certificate of registration of the 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 not carried out 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;
closure of all bank accounts of an economic entity except for one, to which all funds will be accumulated;
collection of receivables;
transfer of documentation of a legal entity to the archive;
making decisions on the dismissal of employees of the enterprise.

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Free legal advice:

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

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.

Free legal advice:

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.

Also liquidation commission:

Takes steps to collect accounts receivable.

Acts on behalf of a legal entity in court or represents its interests in state bodies.

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

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

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

If it is revealed that the monetary assets and property of the LLC are insufficient to pay off all debts, it files an application with the arbitration court for declaring the debtor bankrupt.

Prepares the final liquidation balance sheet.

Acts as an applicant when submitting to the tax office an application for state registration of a legal entity in connection with its liquidation (in the form P16001).

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:

Free legal advice:

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).

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

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

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

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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

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?

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

cassation instance for checking the legality and

validity of decisions (decisions) of arbitration courts,

entered into force

He is there in brackets everything is referred to as a "liquidator"

Mix Oct 28, 2004

paraski 28 Oct 2004

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

-chudo- Oct 28, 2004

One more Oct 28, 2004

We, too, always make do with the liquidators, and no one has ever had any questions.

Mix Oct 28, 2004

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

paraski 28 Oct 2004

In my charter, in both cases, liquidation commissions were prescribed

One more Oct 28, 2004

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

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

Moreover, the same judicial practice 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.

You can only liquidate as the law says and nothing else.

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

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.

Sheet 1

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

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.

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.

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.