The Company Is No Longer Needed
The business has stopped operating or a business line has been closed, and the owners want to legally complete the company’s existence.
TERMINATION OF BUSINESS OPERATIONS
Liquidation of LLCs and Other Legal Entities
We provide legal support for the voluntary termination of a company’s activities: we review debts, assets, creditors, litigation and documents, determine the legally permissible procedure and handle the process until the termination of the legal entity is entered in the Unified State Register of Legal Entities (EGRUL).
For SMEs, we separately assess whether the simplified termination procedure by decision of the participants may be available.
WHEN A LAWYER MAY BE NEEDED
What Is the Company’s Situation?
The LLC Still Has Debts
Before liquidation begins, the creditors, amount of obligations and whether the company has enough property to settle them need to be determined.
The Company Has Assets on Its Balance Sheet
Real estate, vehicles, equipment, money or other assets need to be accounted for when settlements are made and the procedure is completed.
The Company Has Accounts Receivable
Counterparties owe money to the company, and it is necessary to determine how those claims should be handled before liquidation is completed.
Court or Enforcement Proceedings Are Ongoing
It is necessary to assess how unresolved disputes and enforcement proceedings affect the procedure and timing of termination.
There Are Employees and Outstanding Obligations
The corporate procedure needs to be coordinated with settlements, employment actions and accounting/reporting.
The Company Qualifies as an SME
It is necessary to check whether the statutory conditions for termination under the simplified procedure by decision of the participants are satisfied.
The Assets May Be Insufficient to Settle the Debts
In that situation, an ordinary voluntary liquidation cannot simply continue automatically — signs of insolvency and the legally required course of action must first be assessed.
Nikolay NemkovManaging Partner, Konsultant Law Firm
Managing Partner’s Commentary
Nikolay Nemkov on Company Liquidation
Why termination of a company should begin with a review of debts, assets, creditors and outstanding obligations rather than with filing a registration form.
Key Points
- 01Whether voluntary liquidation can be used
- 02Whether the conditions for the simplified SME procedure are met
- 03Whether the company’s financial position requires another procedure provided by law
APPROACH
Financial Position First. Procedure Second.
A decision by the participants to liquidate a company begins the legal procedure, but it does not eliminate the company’s debts and obligations. Before the procedure starts, it is therefore necessary to understand who the company owes, who owes money to the company, what assets remain and whether there are circumstances preventing an ordinary voluntary liquidation.
01
Debts and Creditors
We identify known obligations to counterparties, the budget, employees and other creditors.
02
Assets and Receivables
We review the company’s assets, cash and claims against debtors.
03
Disputes and Reviews
We take into account court cases, enforcement proceedings, tax matters and other unfinished procedures.
04
Permissible Procedure
We determine whether ordinary voluntary liquidation is appropriate, whether the simplified SME procedure is available, or whether another procedure provided by law is required.
WHAT WE DO
What Legal Support for Company Liquidation Includes
Preliminary Audit
We review debts, assets, contracts, court disputes, enforcement proceedings, tax obligations and corporate documents.
Choose the Termination Procedure
We assess whether ordinary voluntary liquidation can be used and, for SMEs, whether the simplified procedure is available.
Corporate Decision
We prepare the participants’ documents on liquidation and, where the ordinary procedure applies, appointment of a liquidator or formation of a liquidation commission.
Registration Notices and Publications
We support notification of the registration authority and the disclosure of liquidation information required by law.
Work with Creditors
We organize records of submitted claims, review supporting documents and provide legal support for the settlement process.
Liquidation Documents
We coordinate with the accountant on preparation of the interim and final liquidation balance sheets and review their legal consistency with the procedure materials.
Completion of Registration
We prepare the final set of documents and monitor state registration of the termination of the legal entity.
OPTIONS
Ordinary Liquidation or the Simplified SME Procedure
Ordinary Voluntary Liquidation
The general procedure involves a decision by the participants, a liquidator or liquidation commission, notification of the registration authority, publications, work with creditors, an interim liquidation balance sheet, settlements and a final balance sheet.
Simplified Termination Procedure for an SME
For a legal entity qualifying as a small or medium-sized enterprise, the law provides a special procedure for exclusion from EGRUL by decision of the participants. It applies only if all statutory conditions are met simultaneously.
The procedure is selected after reviewing the specific company, not merely because the company is no longer carrying on current operations.
Konsultant Law Firm
The firm has been practicing since 2007. We handle litigation and complex legal matters for businesses in Krasnoyarsk, Moscow and other regions of Russia.
Since 2007
in legal practice
1,000+
court proceedings
Across Russia
Krasnoyarsk • Moscow • other regions
Liquidation Does Not Write Off the Company’s Debts
In a voluntary liquidation, obligations do not disappear merely because the participants decided to close the company. The liquidation commission must identify creditors, work with their claims and make settlements in the prescribed manner.
If the company’s property is insufficient to satisfy creditors’ claims or signs of insolvency are present, further actions must be determined in accordance with insolvency legislation. A financial review is therefore required before the owners choose the procedure for terminating the company.
How We Start Working on the Matter
01We Receive Information about the Company
Debts, creditors, receivables, assets, employees, court proceedings, enforcement proceedings and the state of the company’s accounting records.
02We Assess Whether Liquidation Is Available
We determine the company’s financial position and assess which legally provided procedure may apply.
03We Build the Procedure Plan
We determine the required corporate decisions, notices, work with creditors and sequence of registration actions.
04We Support the Procedure through Completion
We monitor each stage and completion of state registration of the termination of the legal entity.
MANAGING PARTNER
Konsultant Law Firm Lawyers
Managing Partner, Konsultant Law Firm
Nikolay Nemkov
More than 20 years of practice in complex property and corporate disputes. Practicing insolvency practitioner.
Questions about Liquidation of LLCs and Other Legal Entities
How long do we have to notify the tax authority after the liquidation decision?
The founders or the body that adopted the decision to liquidate the legal entity must notify the registration authority within three business days after the date of the decision. Form R15016 is used for the relevant registration actions.
How much time do creditors have to submit their claims?
In an ordinary voluntary liquidation, the liquidation commission publishes a liquidation notice and specifies the procedure and period for creditors to submit claims. That period may not be less than two months from publication of the notice.
Can an LLC be voluntarily liquidated if it has debts?
The mere existence of debt does not prevent voluntary liquidation if the company is able to settle with its creditors in the prescribed manner. But if the company’s property is insufficient to satisfy creditors’ claims or signs of insolvency are present, the liquidation commission must act in accordance with insolvency legislation, including filing with the Russian commercial court in the circumstances provided by law.
How long can a voluntary liquidation of an LLC take?
The liquidation period of an LLC is set by its participants or the body that adopted the liquidation decision and may not exceed one year. If the procedure cannot be completed within that period, it may be extended by a court, but by no more than six months.
Can a company be closed under the simplified procedure?
For legal entities qualifying as small or medium-sized enterprises, Article 21.3 of Federal Law No. 129-FZ provides a special procedure for exclusion from EGRUL by decision of the participants. It applies only if all statutory conditions are met simultaneously, so the company must be checked for compliance before the application is filed.
What happens if it turns out during liquidation that the company does not have enough property to pay its creditors?
If the property of the legal entity being liquidated is insufficient to satisfy creditors’ claims or signs of insolvency are present, the ordinary procedure cannot simply be completed without taking those circumstances into account. The law requires the liquidation commission to apply to the Russian commercial court for bankruptcy where the legal entity may be declared insolvent.
When is the company considered finally liquidated?
Liquidation is considered complete and the legal entity ceases to exist after information about its termination has been entered in EGRUL.
We Will Assess How the Company Can Be Closed
Describe the company’s current position: whether there are debts, assets, employees or court disputes and whether the company is currently carrying on business. This information allows us to determine which termination procedure should be considered.