Property after the liquidation of company

Jan, 27 2022

Contents:

Property after the liquidation of company its items, valuables and funds that remain after settlements with creditors. The participants of the company can divide it among themselves, and if a limited liability company has a single participant, all values become personal property – a section is not needed in this case.

What does the law on the distribution of property say?

The law provides for a general procedure for the division of values between the participants or shareholders of a company that ceases its activities. This issue is regulated by Article 63 of the Civil Code. It states that issues related to the liquidation of the enterprise are under the jurisdiction of the liquidation commission – it makes responsible decisions.

However, a situation may arise when the de jure company is no longer there, but there is undistributed property. The fact is that the commission acts only until an entry about the abolition of the company appears in the state register. And if after that there are values that are not included in the liquidation balance sheet, difficulties may arise. A similar situation develops when a company is excluded from the register for some reason.

In such cases, the answer to the question of how to deal with the property remaining after the liquidation of a legal entity can be given by Article 64 of the Civil Code, which notes that it is possible to apply for the distribution of the company’s property within five years after its exclusion from the register. To do this, you do not need to restore the company, it is enough to apply to the arbitration court.

First, the liquidator satisfies the creditors’ claims. After that, the liquidation balance sheet is drawn up, which is approved by the participants of the organization. This document is sent to the tax inspectorate. What kind of property the interested parties will receive depends largely on the success of the enterprise, its assets at the time of abolition, and the number of debts? But not the last importance in the calculation is also the literacy of the procedure itself.

Participants who have contributed property in kind to the authorized capital, return it. At this stage, there may be a dispute over the cost. In such a situation, it is best to sell the property that caused the conflict at auction, and the money received is divided among interested parties.

The transfer of material values and assets is made out by drawing up a regular transfer act. There are no special requirements or a unified form for this document.

In cases where it is necessary to divide the values after the exclusion of the company from the register, you should go to court. To do this, they apply for the need to distribute the property discovered after the actual abolition of the company. Next, the court will appoint an arbitration manager who will direct the procedure. The costs associated with applying to the court and the work of the manager fall on the one who submits the application.

At the same time, the procedure for dividing values does not differ from that provided for by the general procedure. The only specifics: the property can be sold to divide the proceeds among all interested parties. In addition, the manager must conduct an assessment, put the property up for auction and fairly divide the funds between the former participants of the enterprise or its creditors.

If the company has no debts, the matter is simplified. Because the property of the company, which is being abolished, is divided only between the participants. As a rule, they receive unequal shares – they depend on the share in the capital and the agreement when registering the case. If conflicts arise in the process, the parties can apply to the arbitration court – the case will be considered in the usual manner. But you can try to settle the conflict before the trial if you attract qualified lawyers to resolve the issue. 

Author of the article
Property after the liquidation of company
Valentina Khlavich
Managing Partner
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