Objections to the liquidation of a legal entity

Jan, 11 2022

Tax authorities regularly compile lists of legal entities that will be excluded from the Unified State Register of Legal Entities. A record of liquidation may adversely affect the reputation of the organization in the future. On the website of the tax authority, you can check whether an organization has been added to such lists, it is enough to enter the TIN of the legal entity.

An exception from the Unified State Register of Legal Entities may also be such circumstances as: false information about the head, address, which have been listed for more than six months. Special attention is also paid to non-functioning organizations, these include those who had no cash flow in their bank account during the year.

A document drawn up by an interested person to the address of the tax authority, which in turn excludes a legal entity from the register, is called an objection.

To file an objection to the liquidation of a legal entity, a specially approved form No. 38001 is used (approved by the Order of the Federal Tax Service of Russia dated 11.02.2016 No. MMV-7-14/72@), but it is also possible to draw up in a free form.

Any interested person may challenge the liquidation of a legal entity:

  • Creditors who have not been reimbursed for the investment of funds
  • Employees of the organization who have not received a salary settlement
  • Investors who invested their funds, as a result, no dividends were paid
  • Any government agency that considers a violation of its rights.

This form can be submitted directly by a person interested in this matter (a personal visit to the Tax service branch), or by mail. It is possible to submit such an application in electronic form, necessarily with an electronic signature. It is possible to send this letter through a notary office (for a fee). This application is submitted to the tax authority at the place of registration of the legal entity within a three-month period from the date of publication that the organization is excluded from the register.

When visiting the tax authority in person, you must have a passport with you. The submitted objection will be stamped by an employee of the Tax Service on its acceptance for consideration. In the case when the upcoming visit is assigned to a representative, it is necessary to issue a notarized power of attorney. If the interested person is to be sent by mail, then his signature must also be notarized.

It is better to send a letter with an inventory and declared value. Copies of documents on the facts of violation of the rights of the person concerned will need to be attached to the completed form: unfulfilled court decisions, debt obligations. If the submitted documents are not substantiated, the tax inspector has the right to leave this objection without consideration.

If justified, the tax authority will not decide on exclusion from the Unified State Register of Legal Entities. If the swelling for some reason was not delivered on time, it is worth writing an explanation, as well as paying penalties and fines.

After the cancellation of the liquidation process, the following problems may appear lack of property and management body. If the entry in the Unified State Register of Legal Entities is restored, then the legal entity will be just a record (this company will not have an office, a manager, money, investors).

In the matter of the correct execution of the objection and additional documents, consultations should use the services of experienced lawyers, this will affect the positive outcome of this process.

Author of the article
Objections to the liquidation of a legal entity
Valentina Khlavich
Managing Partner
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