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Legal briefing notes

Voluntary liquidation as the way to terminate the activities of OOO

Participants can voluntarily liquidate an OOO at any time. The reasons for that can be very different: the desire not to continue this type of activity, the desire not to cooperate more with each other and conduct joint business, the desire not to engage in entrepreneurial activity at all. This procedure begins with the decision of the participants to liquidate the OOO. For this decision, all participants must vote unanimously. Generally, together with the decision on liquidation, a decision is made on the appointment of a liquidator or a liquidation commission.

With the appointment of the liquidation commission (liquidator), all powers to manage the OOO should be transferred to it. Any natural entity may be a liquidator or a member of the liquidation commission. Typically, this is a former director or one of the participants in the OOO. The choice between the liquidator and the liquidation commission depends entirely on the decision of the founders. Mainly, a liquidation commission can be appointed when there is a lot of work to be done, for example, inventory of property, or in the case when the in charter of the OOO it is established.

It is important to keep in mind how the organization confirms the adoption of a decision by the general meeting or the sole participant. As a general rule, all such decisions must be notarized. The Charter also may establish an alternative way of certifying the adoption of such decisions, for example, signing the minutes of the General Meeting by all participants in the OOO.

After the decision on liquidation is made, it is necessary to properly notify the tax authorities and creditors of the organization. To do this, we apply a notification filled out in the form to the tax authorities on the liquidation of a legal entity. And we also publish information in the periodical State Registration Bulletin and the Unified Federal Register of Legal Information on the Facts of Operations of Legal Entities.

The term of the procedure depends on the terms of the reporting by the organization and the terms of the preparation of the intermediate liquidation balance sheet. But in any case, it cannot be less than 3 months. This procedure for the voluntary liquidation of an OOO is completed by recording an entry on the termination of the activities of the legal entity. The procedure is completed successfully if the organization was able to properly pay off all its debts with all its creditors. The meaning of liquidation is in the fact that the activities of the organization are finally terminated. There are no successions or maintaining of commitments.

The stages of work of lawyers

The order of our work includes the following actions:

  1. We receive from the client the documents that are required for work and analyze them;
  2. Preparation of documents related to the adoption of a decision on liquidation, and applying of a properly processed document to the tax authorities. Within 7 days from the date of applying of documents, the tax authority makes references in the Unified State Register of Legal Entities that the Company is in the process of liquidation.
  3. Notification of creditors through the publication of information about the liquidation of an OOO in the official resources (periodical “State Registration Bulletin” and Federal Resource). Creditors are considered to be notified in the proper manner after two months from the date of publication in the State Registration Bulletin.
  4. Applying of documents to the tax authorities on the approval of the intermediate liquidation balance sheet. We receive an intermediate liquidation balance sheet from your accountants and hold a general meeting of OOO participants, or we prepare the adoption of a decision by the only participant, and then we approve the intermediate liquidation balance sheet.
  5. Applying to the tax authorities documents on the approval of the liquidation balance sheet. Previously for this we organize a general meeting where the participants approve the final liquidation balance sheet
  6. Receiving a Record Sheet on the termination of the activities.

Advantages of working with us

Working with the specialists of the Tsentralny Okrug Law Firm gives lots of opportunities:

  • You save your time in preparing documents for procedure of liquidation;
  • Our clients do not need to independently prepare the entire package of documents that is required for the liquidation of OOO;
  • significant risks minimization during the accompaniment of the procedure of liquidation and as the result you can save your time and money to re-apply to the tax authorities with documents for registration;
  • representation in courts in case of a dispute with the tax authorities on registration procedures.

The lawyers of the Tsentralny Okrug Law Firm accompanied the Liquidation of the activities of a dozen companies throughout the years of work, and we guarantee a positive result to our clients.

Author is Irina Minakova


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