Liquidation of companies

Legal company “Optima Lex” has been professionally engaged in liquidation of companies for 6 years. We propose you to make use of our company’s services and to entrust the liquidation of your company to our lawyers who will execute for you quickly and qualitatively all necessary work concerning preparation of documents.

Unforced liquidation of companies

According to the article 61 of the Civil Code of the Russian Federation liquidation of companies involves their termination without assignment by way of legal succession to other persons. Liquidation of companies can be carried out both by voluntary proceeding or by enforcement.

Liquidation of companies by voluntary proceeding is carried out upon the decision of their bodies, which are authorized for this by constitutive documents.

Compulsory liquidation of companies by court’s decision

Compulsory liquidation of companies by court’s decision can be carried out by general rules contained in the item 2 of the article 61 of the Civil Code of the Russian Federation (for example: activity without appropriate permission (license) or prosecution of activity forbidden by the law, repeated and gross violations of law, etc.).

All abovementioned refers to so called “official” liquidation of companies. This process is rather long and it takes at least 6 months ( minimum, at best circumstances, which is decided individually at each situation ).

“Official” liquidation of companies involves several stages:

· Decision of liquidation (if liquidation of a company is carried out by voluntary proceeding),

· Notification of taxation body about this matter in the term of 3 days,

· Appointment of liquidation commission or liquidator,

· Giving an announcement in the press about liquidation, which should take place not earlier than 2 months from the moment of publication,

· Making-out of intermediate liquidation balance sheet,

· Approval of the balance sheet and its presentation to taxation body after conclusion of settlements with creditors,

· Making-out and presentation of liquidation balance sheet to taxation body by the liquidation commission.

After making an entry into the Integrated state register of legal bodies about discontinuation of activities of a company it’ possible to say that liquidation of the company is completely accomplished.

Liquidation of companies by this way is liable only in the case if the cost of property of such a company is enough for meeting requirements of creditors. Otherwise, liquidation of companies can be carried out only by the way contemplated in the article 65 of the Civil Code of the Russian Federation (liquidation of companies as a consequence of failure (bankruptcy).

The cost of the “official” liquidation of a company – from 50 000 roubles

As we can see, the “official” liquidation of a company is rather long, complicated, extravagant procedure which generally includes field tax check. That’s why in adopting decision of “official” liquidation much depends on situation in the company and level of readiness for liquidation. Considering these and some other reasons our legal company offers “alternatives” variants of liquidation.

“Alternatives” variants of liquidation of companies

1. Liquidation of companies via “changing of shareholders” with replacement of General Director and chief accountant.

The main point of this kind of liquidation consists in the fact that rights and obligations of shareholders of a company in liquidation pass to new shareholders. Present variant of liquidation has its positive side – short terms and cost. According to the legislation of Russia, General Director and chief accountant (in some cases shareholder) are those who bear responsibility for company’s activity. When purchase and sale of company takes place responsibility for company’s activity pass to new shareholders and management team.

The cost of liquidation via changing of shareholders and director – 15 000 roubles

2. Liquidation of companies via merger with a regional company.

In this case a company in liquidation ceases to be from the moment of merger with other legal body, its rights and obligations pass to legal successor. An item should be entered into the Integrated state register of legal bodies about discontinuation of activities of a company in liquidation.

Liquidation of companies via “merger with a regional company” is used when liquidation of companies via “changing of shareholders” can’t resolve existing problems, but the cost of this variant is, naturally, higher.

The cost of liquidation via merger with a regional company – 38 000 roubles.

Documents required for liquidation of a company:

· Certificate of registration of a company (certificates of registration of changes, if any);

· Certificate of enlisting of a company in the Integrated state register of legal bodies;

· Memorandum;

· Changes to the memorandum (if any);

· Articles of association (if any);

· Certificate of registration in the Inspection of Federal Service on Taxation;

· Certificate of statistics codes;

· Notifications from funds (Pension Fund, Compulsory Medical Insurance Fund, Social Insurance Fund);

· Stamp.

Come to the offices of the Legal company “Optima Lex” and be sure that our experts will choose for you optimum alternative for liquidation of your company and will undertake all the troubles connected with carrying out this procedure.