Registration and liquidation of legal entities

According to the civil legislation of the Russian Federation, companies are deemed established upon introduction of the required record to the Unified State Register of Legal Entities (EGRYuL). The legislation determines the order of certain actions needed to register a company upon establishment.

For this purpose, the following documents are provided to the registering authority:

• application according to a set form;
• founder’s resolution or minutes of the general meeting on establishment of a legal entity;
• constituent documents of the company;
• document confirming payment of the state duty.

State registration is carried out within a maximum of three working days of provision of the documents.

State registration of legal entities upon their establishment is implemented by registering authorities at the location of the permanent executive body or, in case of its absence, at the location of another body or person entitled to act on behalf of the company without a power of attorney.

The following types are distinguished according to the grounds of liquidation:

• Voluntary liquidation – on the basis of the resolution of founders (members) or a body of a legal entity entitled thereto according to the constituent documents.
• Compulsory liquidation – by way of a court order in case of detection of major breaches of law that were committed upon establishment of a company and cannot be eliminated, as well as in other cases.
• Liquidation as a result of recognition of a legal entity insolvent (bankrupt).

Liquidation of a legal entity is a procedure carried out in several stages. In case of voluntary termination of operations of a company, everything starts with a resolution on liquidation adopted by a company member or the general meeting of its founders. It must contain the signature of the head of the organisation.

Then the following stages of voluntary liquidation begin.

Then the following procedures are carried out:

• the bank accounts are closed;
• the tax authority is notified of the completion of liquidation of the legal entity.

Legal entities cease to exist after registration of liquidation of the legal entities – introduction of the corresponding record to the Unified State Register of Legal Entities. For this purpose, it is necessary to file an application and the related documents about the performed liquidation procedures with the registering authority. Lastly, the seal is destroyed.

Subject to compliance with all the established requirements, the average term of liquidation of companies is from 4 months up to 1 year. It should be noted that mistakes at any of the stages of registration and liquidation of legal entities may result in a refusal as well as a longer term of liquidation and fines.

VALEN Company offers a full range of services associated with registration and liquidation of legal entities. We provide support at all stages:

• advising on issues associated with registration and liquidation;
• development of required documents;
• submission of documents to competent authorities;
• accounting services in case of closing;
• termination of labour relations with employees in case of liquidation.