Company Liquidation (Ликвидация компании)

Judicial and arbitration practice. According to item 2 of Art. 64 of the Civil code requirements of each turn are met after full satisfaction of requirements of the previous turn. At insufficiency of property of the liquidated legal entity it is distributed between creditors of the corresponding turn in proportion to the sums of requirements. Therefore, during finding of the taxpayer in an elimination stage the tax authority has no right to carry out action for indisputable collecting taxes and penalty fee. Numerous resolutions of courts testify to this fact. For example, FAS determinations of the Volga region district of 17.10.2006 No. A65-42529/2005-CA1-32 and of 25.07.2006 No. A65-38032/2005-CA2-22, West Siberian Federal District of 27.09.2006 No. F04-6093/2006(26604-A67-33), Ural federal district of 28.08.2006 No. F09-7373/06-S7.

After the debt on this sequence is extinguished, the liquidating balance is formed. After the statement of liquidating balance the remained property is distributed between founders (item 7 of Art. 63 of the Civil Code of the Russian Federation). If during this period the organization has a duty to pay off with the budget, she has to make it before the termination of term of elimination, i.e. until when record in EGRYuL is brought. The organization stops being the payer of taxes only when pays off with the budget (subitem 4 of item 3 of Art. 44 of the Tax Code of the Russian Federation).

         The compelled elimination because of insolvency (bankruptcy). Deterioration of a financial condition of the enterprise irrespective of, it results in bankruptcy or not, is always connected with certain expenses which can make from 8 to 18% of cost of the enterprise. For this reason the cost of the operating enterprise is always higher than residual cost as a result of bankruptcy. Costs which the enterprise incurs as a result of serious deterioration of a financial position, can be divided into two groups conditionally:

1) the expenses preceding bankruptcy;

2) the expenses which are directly connected with bankruptcy procedure.

The expenses arising in connection with the business management which is on the verge of bankruptcy belong to the first group of expenses. In this situation the management of the enterprise needs to solve the following main tasks:

1) to prevent a panic among creditors;

2) urgently to improve a financial position;

3) to prevent dismissal of employees and loss of clients.

Creditors should be convinced that deterioration of a financial position temporary and can't lead to serious consequences. The easiest way to improve a financial position sale of excessive assets if they aren't a pledge subject is. The obtained money should be aimed at the development of the most profitable activities of the enterprise. One of problems which the enterprise — the potential bankrupt faces, the problem of leakage of shots is. Key employees start leaving the enterprise to pass to other work prior to bankruptcy procedure. Suppliers can refuse to the enterprise with an unstable financial position granting a delay of payment for the put raw materials and materials for decrease in risk of a non-payment. Buyers can refuse acquisition of production of the enterprise demanding an aftersales service.

The expenses which are directly connected with bankruptcy procedure belong to the second group of expenses including judicial and administrative. Direct expenses reduce the cost of the enterprise. For this reason the cost of the operating enterprise is always higher than the cost received as a result of its bankruptcy. The risk of loss of cost of the enterprise is most often shifted to holders of debt obligations who as compensation will demand increase of profitability of the assets. The satisfaction of their requirements will increase probability of default on obligations. Scales of claims thus will even more increase. In general such situation will lead to increase in the specified cost of expenses. It is also necessary to note that increase of percentage payments will happen due to decrease in the income of shareholders that together with growth of direct expenses of bankruptcy considerably will reduce the market value of the enterprise.

 

 

Summary

So, liquidation of the enterprise - rather difficult process. All bases of liquidation of legal entity were called: both voluntary, and compulsory; stages of liquidation of legal entity, and also questions of property responsibility of persons anyway connected with the enterprise are called.

In my opinion special attention should be paid on that on -

nyatno that bankruptcy - not the only basis of liquidation of legal entity, and is frequent even on the contrary: competent liquidation of the organization allows to avoid it insolvency.

It is known that each enterprise seeks to leave at itself

the greatest possible quantity of property in the course of elimination.

Пранализировав procedure of liquidation of legal entity, it is possible to draw a conclusion that to achieve this objective is necessary very good

knowledge of the standard and legal base connected with elimination. In particular the main knowledge can be received from the Civil Code of the Russian Federation, special data - from laws and other legal acts of the particular legal entities regulating an order of elimination, somehow joint-stock companies, limited liability companies, societies with additional responsibility and other commercial and non-profit organizations.

In the conditions of formation of the market and competitive fight a question about

 eliminations rises rather often. Therefore practical experience of liquidation of legal entities is saved up.

Thus, having seen a set of sources, I came to a conclusion that the problem of liquidation of legal entities in Russia is very topical, but is still insufficiently studied. I think that because of abundance of incidents, this question will be will be studied and to be analyzed and soon will be covered completely both in normative legal acts, and in legal literature.

 

 

 

A list of sources and references

1. Anti-recessionary management: from bankruptcy-to financial health/ed. by G. P. Ivanov. M.: Law and right, UNITY, 2005 No. 44;
2. Bankruptcy. Legal regulation. Methodical recommendations. – M.: "OS-89", 2000.- 197р.;
3. Zhdanov V. D. Reorganization of joint stock companies in the Russian Federation. – M.: "Statute", 2001. – 207 р.;
4. Ovcharenko M. V. Reorganization of legal entities (review of legislation, taxation and accounting, litigation, forms of documents). – M.: Yurait-M, 2001. – 304 p.;
5. Business law: the Textbook/under edition of E. P. Gubin. – M.: Yurist, 2004. – 416 p.;
6. Business (economic) law: Textbook in 2 volumes, Vol. 1. – M.: Yurist, 2001. – 727 s.;
7. Sork, D. M. the Legal regulation of economic activity: Textbook. – M.: Skills, 2002. – 208 s.;
8. Federal Law "On insolvency (bankruptcy)" from 26.10.02. No. 127-FZ, adopted by the State Duma 27.09.02., approved by the Federation Council 16.10.02.
9. Civil code of the Russian Federation.
10. Tax code of the Russian Federation.