Liquidation of legal entity in 2022

Jan, 19 2024


The company is operating until an entry on the termination of its activities appears in the state register. The liquidation procedure is complicated and prolonged, and if the norms of the law are not observed, it will not be possible to liquidate the business.

There may be several reasons for the liquidation of a company: a decision of the business owners or a court decision.

The main ways of liquidation of the company in 2022

The legislation provides for two types of business liquidation: voluntary and compulsory.

In case of voluntary liquidation, the decision of the company’s owners to close the business is sufficient.

The compulsory option provides for a court decision. This is possible if the company is engaged in a prohibited activity, works without a license, or permits. Interested persons or representatives of the authorities can apply to the court with a claim.

1. The decision to close the business and appoint a liquidator

The first stage is the decision to close the company by the general meeting of participants, where a liquidator or liquidation commission is appointed. The decision must specify the terms of liquidation.

2. Notification of the Tax Service

Preparation of notifications about the beginning of the procedure. A form of a certain sample is submitted to the tax inspectorate, which must contain:

  • date of the decision on liquidation.
  • liquidator’s data.

Further, the tax authority checks the submitted documents, also requests data on debt to the budget from the pension fund and the FSS. Five days later, the tax service makes an entry in the register about the beginning of the liquidation of the company.

After receiving a positive decision of the tax service, it is necessary to publish a message about the beginning of liquidation in a printed publication. Thus, creditors will learn about the beginning of the liquidation of the company.

3. Notification of creditors

Each creditor must be informed in writing about the beginning of the liquidation of the company. The notification specifies the procedure for submitting claims: the address of the correspondence, the attached documents, etc. The deadline for submitting claims may not be less than 60 days.

4. Notification of employees

After the decision is made, employees also should be notified of the start of the company liquidation. In case of further dismissal, the notice must be presented to the employee no later than 2 months before the date of dismissal (dismissal without observing the terms of prior notice is possible, with the consent of the employee).

The law also guarantees employees the payment on the date of dismissal of a severance payment up to two 2 salaries (and in the event of an employee’s further entry into the labor exchange – up to 3 salaries) for the period of further employment, as well as compensation for unused vacation.

5. Drawing up an interim balance sheet

After receiving the creditors’ claims, an interim balance sheet is drawn up.

The interim balance must include information about the company’s property and the amount of the claims submitted. The interim balance sheet is approved by the decision of the general meeting of participants, a certain sample form is also filled in, followed by notarization.

6. Debt settlements

After the interim balance sheet is drawn up, a settlement is made with creditors. Payments to creditors are made in the order of priority provided for in Article 64 of the Civil Code of the Russian Federation.

If the company’s assets are not sufficient to satisfy the claims of all creditors, then the company can be liquidated only through bankruptcy.

7. Preparation of the final balance sheet and asset allocation

The final stage is the preparation of the liquidation balance sheet, which contains data on all remaining assets of the company. The balance is approved by a decision at the general meeting of participants.

8. Final submission of the package of documents to the tax authority

The liquidation of the company in 2022 is completed by filing with the tax authority:

  • liquidation balance.
  • protocol on approval of the liquidation balance sheet.
  • receipt of payment of the state fee.

Further, the tax authority approves the liquidation balance sheet and makes a positive decision on the liquidation of the company.

After that, the remaining property and funds are distributed among the founders in proportion to their shares in the authorized capital.

VALEN has extensive experience in business liquidation. We offer comprehensive support of the company’s liquidation process; we will compile accounting documents and submit them to the tax authority. For consultation, leave a request online or request a call.

Author of the article
Liquidation of legal entity in 2022
Valentina Khlavich
Managing Partner
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