State registration of liquidation of a legal entity

Jan, 01 2024


The company can be considered abolished, ceased to exist only after the information about it is displayed in the register. Therefore, the final stage of the closure of any enterprise is the state registration of the liquidation of a legal entity. Without an entry in the register, the company cannot cease to exist, and the relevant changes are made to it by the inspection of the Federal Tax Service or the Unified Registration Center.

The procedure for applying to the Federal Tax Service is described in the Civil Code – this is the main source to rely on when preparing an application and a package of papers for the tax service. They also take into account the law “On State Registration of Legal Entities and Individual Entrepreneurs”, the order of the Federal Tax Service and the Administrative Regulations approved by the Ministry of Finance.

How is the procedure of state registration

Persons who conduct the closing procedure of the company must inform the registering authority about the completion of the formalities. This can be done only after all loans have been paid and the balance sheet has been drawn up. The notification is submitted no earlier than two months after the official publication of the termination of the company’s activities.

To complete the procedure, they write an application for state registration of the closure of a legal entity in the form N P16001. It should contain the following information:

  • Data from the state register, by which the company can be identified.
  • Information about the liquidator or the head of the commission.
  • Date of publication of the message about the decision to abolish the company.
  • The data of the notary who certified the signature of the liquidator.
  • The application is also accompanied by papers, without which it will not be considered valid:
  • Liquidation balance of the enterprise.
  • Receipt of payment of the state fee.
  • A certificate confirming the FIU’s provision of information about insured persons and insurance premiums.

Please note that your application may be rejected due to formal reasons, for example, incorrect balance registration, errors in the application. You can correct the shortcomings and submit the documentation for the second or third time, but the amount of the fee in such cases is not reimbursed. Every time you try, you will be required to pay a state fee. Therefore, we recommend from the very beginning to involve experienced lawyers in the procedure for the abolition of the enterprise, who will help to avoid formal difficulties and will perform all procedures in a short period.

How to submit documents

The laws provide for several ways to submit papers to official authorities. The liquidator or his representative can submit the documentation directly. You can also contact the multifunctional center if, for some reason, a direct appeal to a state institution is undesirable.

In addition to the personal filing of papers, the law also allows you to send the entire package of documentation by postal service or in the form of an electronic form. But in the latter case, it is mandatory to have an enhanced electronic signature of the applicant, without which the application will not be considered valid. You also have the right to ask a notary to submit your papers to the appropriate institution. Contrary to the myth common among entrepreneurs, it is not necessary to personally take the papers to the state instance. When the application is accepted, it will be assigned a number, and the applicant will receive a receipt that his documents were accepted. Be sure to keep this receipt, without it you will not be able to proceed further, especially if there are complaints about the work of official institutions. And this can happen, for example, if they violate the terms of consideration of the application.

The law provides for a maximum period of liquidation of the company – one year. This period can be extended for another 6 months, if circumstances require it. If the deadline has expired or the procedure for abolishing the company has been canceled, stopped, a second procedure can be initiated only after 6 months have elapsed from the date of making the corresponding entry in the register.

Terms of consideration of the application

The state registration of the liquidation of a legal entity takes place in 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 service can:

  • register the closure of the company and issue a paper confirming the entry of an entry on the liquidation of a legal entity in the unified state register;
  • refuse registration if it finds formal or legislative violations on the part of the company;
  • suspend state registration if there are grounds.

Please note that the law does not allow officially abolishing a commercial or non-profit organization if a lawsuit is filed against it, proceedings are underway. Until the on-site inspections of the company are completed, until a court decision is made, until the deadline for a possible appeal is completed, it is impossible to file an application that the company ceases to exist. This is done specifically so that companies cannot evade responsibility, referring to the fact that they actually no longer exist.

Reasons for refusal of registration

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

  • incomplete documentation package or its absence when submitting an application;
  • submission of false information about the company;
  • the application is signed by a person who does not have the right to do so;
  • the presence of a judicial act that excludes registration actions;
  • non-compliance with the procedure for closing the company.

The decision to refuse must be motivated. They cannot refuse you without explaining the reasons and referring to the laws. The liquidator and the founders of the company must receive an official letter by e-mail.

Responsibility of tax authorities and applicants for violation of laws

The procedure for registering the closure of a company, among other things, performs such an important function as timely informing the counterparties of the enterprise. Therefore, officials may be held accountable in such cases:

  • unjustified refusal to enter information into the register;
  • violation of the terms of satisfaction of the application;
  • illegal refusal to provide information contained in the unified state register.

In addition, if the company or its counterparties have suffered damage as a result of illegal actions of officials, they must receive compensation for it. However, not only state authorities are responsible for their actions during the procedure, but also the enterprises themselves. If a company that is closing does not submit documentation on time or does not provide the necessary papers at all, indicates false information, it will also be liable according to the law. The case may well go to court if the registering institution exercises its right to file a lawsuit.

How to appeal the refusal of registration

If the tax service rejected the application for registration, violating the law and the rights of interested persons, it is possible to challenge its actions in court. However, the law provides for the possibility to resolve the conflict in a pre-trial manner. To do this, they file a complaint with a higher institution, in this case it is the UFGS in Moscow. The applicant has 3 months to do this from the moment he received an email about the rejection of the claims.

The higher institution will not consider the application for too long. According to the law, he has 15 working days from the date of receipt of the complaint. Within this period, the official authority must resolve the situation. What if these measures did not help to achieve justice? Then you can file a complaint with the Federal Tax Service of Russia or make a statement of claim to the arbitration court. Remember that evidence is attached to the application, so you will need the help of qualified lawyers.

VALEN Law Firm will help to carry out the state registration procedure with maximum efficiency and in the shortest possible time. We provide support at all stages, offer comprehensive support to enterprises of various organizational and legal forms, help with the preparation of documentation, its submission to official authorities.

Please contact us and we will advise you in detail on any issues that arise in the process of contacting government agencies. With us, all procedures will be carried out quickly and without unnecessary hassle!

Author of the article
State registration of liquidation of a legal entity
Valentina Khlavich
Managing Partner
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