State registration of liquidation of a legal entity

Mar, 04 2020

A company may be deemed to have been dissolved and ceased to exist only after it has been recorded in the registry. Thus, the final stage of liquidation of any enterprise is the state registration of the liquidation of the legal entity. Without an entry in the register, the company cannot cease to exist, relevant changes are made by the Federal Tax Service or the Registration Centre.

The procedure for applying to the Federal Tax Service is described in the “State Registration of Legal Entities and Individual Entrepreneurs Law” – this is the main source, which should be relied on when preparing an application and papers for the tax service. The Civil Code, the FTS order and the Administrative Regulations approved by the Ministry of Finance are also taken into account.

How is the state registration procedure performed?

Persons who carry out the company closure procedure must inform the registering authority that the formalities have been completed. This can only be done after all loans have been paid and a balance sheet has been drawn up. The notification must be submitted in two months after the official publication of the liquidation of the company.

In order to complete the procedure, an application for state registration of the closing of the legal entity on form N P16001 should be written. It should contain such information:

  • Information from the state register, which can be used to identify the company.
  • Information about the liquidator or head of the liquidation commission.
  • Date of publication of the announcement of the liquidation decision.
  • Information about the notary who certified the liquidator’s signature.

The application shall also be accompanied by papers without which such application will not be considered valid:

  • Liquidation balance sheet of the company.
  • Receipt of payment of state fee.
  • Certificate confirming that the Pension Fund has provided information about the insured persons and insurance premiums.

Please note that your application may be rejected due to formal reasons, such as incorrect balance sheet or application errors. You can correct mistakes and submit documentation for the second, third time, but the amount of state fee in such cases is not refundable. Each time you try, you will be required to pay state fee. Therefore, we recommend you to hire experienced lawyers from the very beginning to help you avoid formal difficulties and perform all procedures in a short period of time.

How to submit documents

Law provides for several ways of filing papers with official authorities. The documents can be submitted directly by the liquidator or his representative. This application can also be submitted through a multifunctional centre.

Except personal submission of papers, law also allows to send all documents by post service or in the form of the electronic form. In such case reinforced electronic signature of the applicant is obligatory, without it the application will not be considered valid. You also have the right to ask a notary to submit your papers to the relevant institution. Contrary to the popular myth among entrepreneurs, it is not necessary to take the papers to the state authority personally.

When the application is accepted, it will be given a number and the applicant will receive a confirmation. Be sure to keep this paper, without it you will not be able to proceed further, especially if there are any complaints about the work of state authorities. This may happen, for example, if they fail to meet the deadlines for processing the application.

Law provides for a maximum liquidation period – one year. This period can be extended for another 6 months if it is necessary. If the deadline has expired or the liquidation procedure has been cancelled, stopped, repeated procedure can be initiated only after expiration of 6 months from the date of the relevant entry in the register.

Term for consideration of application

State registration of liquidation of a legal entity takes place within 5 days at the tax office. The time is counted from the moment when the liquidator or his representative submits the necessary information. Having considered the application, the tax authority can:

  • register the liquidation of the company and issue a document confirming the entry of the liquidation of the legal person in the unified state register;
  • refuse to register, if there are formal or legislative violations on the part of the company;
  • suspend state registration if there are grounds to do so.

Please note that law does not allow to officially liquidate commercial or non-commercial organization, if there is a lawsuit against it, or legal proceeding. Until the company has passed field tax inspections, until a court decision has been made, until the deadline for a possible appeal has passed, it is impossible to file a liquidation statement. This is done specifically so that companies cannot evade liability by claiming that they actually no longer exist.

Reasons for denial of the registration application

The “State Registration of Legal Entities and Individual Entrepreneurs Law ” establishes grounds for refusal to include information about liquidation of a legal entity in the relevant register. Such grounds include:

  • incomplete documentation package or its absence when submitting the application;
  • submission of unreliable information about the company;
  • the application is signed by a person who is not entitled to it;
  • availability of a judicial act, which excludes registration actions;
  • failure to comply with the liquidation procedure.

The refusal decision must be justified. Tax authorities cannot refuse without giving reasons and referring to the laws. The liquidator and the company’s founders must receive an official e-mail, confirming the refusal.

Liability of tax authorities and applicants for breach of laws

The company’s liquidation registration procedure performs such an important function as informing the company’s counterparties. Therefore, officials may be held liable in such cases:

  • unjustified refusal to enter information in the register;
  • failure to comply with the deadlines;
  • unlawful refusal to provide information contained in the Unified State Register.

In addition, if the company or its counterparties suffered damage as a result of illegal actions by officials, they should receive its compensation. However, not only state authorities are responsible for their actions during the procedure, but also enterprises themselves. If the company that closes, fails to submit the documentation on time or does not provide the necessary documents at all, provides false information, it will also be responsible by law. The case may be brought to court if the registering authority will use the right to file a lawsuit.

How to appeal a denial of registration

If the tax service rejected the application for registration, violating the law and rights of interested parties, it is possible to challenge its actions in court. However, the law provides for the possibility of resolving the conflict in pretrial order. To do this, you should file a complaint with a higher institution – the Federal Tax Administration of the relevant entity. For this, the applicant has 3 months from the moment he received the decision to reject the claim.

Then you can file a complaint with the Federal Tax Service of Russia or make a statement of claim to the arbitration court. Note that evidence is attached to the application, so you will need the help of qualified lawyers.

The law firm VALEN will help to carry out the state registration procedure with maximum efficiency and as soon as possible. We provide support at all stages, offer comprehensive support for enterprises of various organizational and legal forms, help with the preparation of documentation, its submission to official authorities.

Contact us, and we will advise you in detail on any issues arising in the process of applying to state bodies. With us, all procedures will be quick and without any problems!

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