What is the essence of forming a liquidation commission?

The liquidation commission is formed immediately after the decision to close the enterprise is made. It usually includes key persons of the organization - director, chief accountant, lawyer. The chairman of the liquidation commission is elected. It is he who coordinates all the actions of the commission. He has primary responsibility for the execution of the procedure. His candidacy is extremely important, since he exercises control over all stages of the event, communication with government agencies.

Who can be elected chairman of the liquidation commission?

The law establishes the need to elect a chairman. However, it has not been established who exactly can play this role. Candidates are determined by the founders of the enterprise. For example, the following options may be considered:

The body that made the decision to close the organization;
Participant or founder of an enterprise;
A person who has the appropriate authority and license.

However, such an election can only be made if the abolition is voluntary. Read more about the procedure for voluntary liquidation of an LLC. If carried out, a liquidator will be appointed judicial authority. Control passes to the arbitration manager. This specialist must be a member of a self-regulatory organization.

If the company includes one participant, no commission is formed. The sole participant becomes the liquidator.

Appointment of liquidator

The decision to appoint a chairman is made at the general meeting of founders. However, all powers will be transferred to him only after the following bodies are notified of the composition of the liquidation commission and the appointment of its key person, as well as the start of the closure procedure:

Tax Inspectorate (it only needs to send an application for abolition; there is no need to send information about the commission);
FSS (notification must be sent within 10 days from the date of approval of the protocol);
A banking institution in which the company has current accounts.

Once all notices have been sent, the authority and responsibilities for termination are transferred to the selected individual.

Powers of the chairman of the commission during the liquidation of an enterprise

The rights and responsibilities of the chairman are determined in accordance with the need for the procedure. The person acts in the interests of the company being closed.

List of rights

All powers removed from the director are transferred to the liquidator. However, a person may not receive some rights that are reserved for the founders in the company’s charter. For example, participants may reserve the rights to approve the interim and final liquidation balance sheet. In this case, the chairman only needs to draw up these documents.

The liquidator acts within the competence of the commission. If he withdraws funds from the company’s accounts or sells its property, all funds received must be used to pay off debts, including to employees.

Duties and Responsibilities

The liquidator is responsible for carrying out the dissolution in accordance with the laws. He is required to monitor the order of all stages and timely submission of documentation to government agencies. The Chairman has the following responsibilities:

Subsidiary. If an organization shows signs of insolvency, it must send a notice to the court within ten days. If this is not done, subsidiary liability will arise. That is, it is from the chairman that the debt can be collected;
Criminal. Occurs when information about the property of a closed company, documents, and accounting reports is concealed. Criminal liability provided for in Article 195 of the Criminal Code of the Russian Federation;
Administrative. Involves fines of 100-150,000 rubles. It is introduced if the liquidator does not monitor the order and correct completion of all stages.

To avoid problems, the chairman must be meticulous in drawing up papers and accepting property from the director. It is necessary to check all documents that were transferred by the previous management.

The liquidator is required to know the basics of accounting and tax accounting.

What actions should the liquidator take?

The chairman has certain responsibilities. This is true for both forced and voluntary liquidation. The list includes the implementation of all stages, control over the activities of the remaining members of the commission. Full coverage is provided in a separate article.

Notifying creditors of closure

To notify creditors of the closure of the enterprise, the liquidator places the appropriate notice. There is a fee for posting information. Payment depends on the size of the message. Creditors are given a certain period of time to submit their claims. The minimum period is 2 months.

Property inventory

The inventory of property by the chairman includes the following operations:

Checking the completeness and accuracy of accounting documentation;
Analysis of the enterprise's obligations;
Checking the actual availability of property indicated in the papers;
Identification of errors in cash transactions carried out by the company;
Assessment of the financial condition of the organization;
Determination of property value.

At each stage of verification, accompanying documentation is generated. Finally, reports are created that are provided to the founders of the company and allow them to evaluate financial condition organization and its solvency. An appraisal of the property is required to ensure that the funds, if sold, will be sufficient to cover debts.

The liquidator acts in the interests of the company being closed.

Property inventory includes the following stages:

Preparation. Inventory will require the formation of a commission. Its minimum composition is three people. The commission may include specialists from a third-party organization. Participants receive all necessary information in the accounting department, they check the property;
Recalculation of property. Performed in accordance with the information received from the accounting department. The recalculation of property must be carried out in the presence of all members of the commission who are entrusted with the inventory, as well as the person responsible financial liability. If not all persons are present during the procedure, it will lose its legal force, inventory will be delayed;
Registration of the results of the procedure. After the inventory of property is transferred to the accounting department, matching statements are performed. It is necessary to summarize the results of the audit. If shortages or surpluses are discovered, information about this is entered into the accounting account.

The inventory is carried out directly in the liquidated organization. If property is discovered that is not in previous accounting documents, it is also required to evaluate it.

Notifying employees about layoffs

Each employee of the enterprise must be notified that a closure is being carried out and layoffs are expected. Rights of employees upon liquidation of an enterprise. It is also necessary to send notice of layoffs to the employment service. The paper contains information about all employees: position, education, length of service.

The liquidator is obliged to ensure that each employee receives all required payments. Payment documents, as well as their execution, are the responsibility of the HR and accounting departments. Information on how severance pay is calculated upon liquidation of an organization.

Additional Required Actions

The liquidator must also perform the following duties:

Development of a plan for the abolition of the enterprise;
Analysis of receivables and payables;
Development of actions to cover debts and collect receivables. How is collection of receivables carried out?
Preparation of documents and filing a bankruptcy application, if required;
Drawing up an interim and final liquidation balance sheet and submitting them to the Federal Tax Service;
Payment of duty.

The chairman of the liquidation commission is obliged to monitor the legality of each stage. Not every specialist has the required knowledge. Therefore, it is important to appoint a professional who provides relevant services as the liquidator.

The liquidator must know the basics of accounting and tax accounting.

In what cases does the chairman change?

Sometimes the liquidator is changed. This is done for the following reasons:

The specialist does not cope with his functions and treats them dishonestly. The decision to change is made at a general meeting, as a result of which minutes are drawn up;
The Chairman has the right to resign from his appointed position by at will. To do this, he can terminate the contract unilaterally;
If a decision is made to declare bankruptcy of an enterprise, the liquidator is removed from his previous position by a court decision.

The chairman is the key person in the liquidation procedure, and therefore he must have the appropriate knowledge and understanding of responsibility. Often this role is played by professional lawyers who ensure the legality of each stage, compliance with deadlines and correct design documents.

After the owners of the company decide to liquidate the company, they need to appoint a liquidation commission. The founders of the company report this decision to the Federal Tax Service at the place of registration of the organization so that the corresponding entry is made in the state register.

The liquidation commission of an LLC is an apparatus whose competence includes managing the affairs of the company at the stage of completion of its activities. In accordance with clause 1 of Article 49 of the Tax Code of Russia, the responsibilities of the liquidation commission also include paying taxes for the liquidated organization. Accordingly, the head of the liquidation commission has the right to sign the declarations instead of the director of the company.

Appointment of the liquidation commission

Based on clause 2 of Article 62 of the Civil Code, the apparatus that issued the resolution to liquidate the LLC is obliged to appoint a liquidation commission. The competent apparatus in making such decisions may be the founders of the company or the meeting of shareholders. As well as the judicial authorities that made a decision to terminate the organization’s activities. The procedure for appointing a liquidation commission is usually prescribed in the organization’s Charter.

After the decision of the competent authority to appoint a liquidation commission, it is vested with all rights to manage the company’s activities. From this time on, the sole executive body of the company is deprived of its rights.

Composition of the liquidation commission

Members of the liquidation commission can be the heads of the organization, founders or participants of the company, as well as directly members of the company’s team. The powers of the head of the liquidation commission include initiating the termination of the functioning of the company, therefore, as a rule, he plays this role general manager closing enterprise.

The chairman of the liquidation commission: his rights, powers and responsibilities

After the founders of the company have properly executed an order or other document, which will reflect the decision to terminate the activities of the enterprise and indicate the time interval allotted for liquidation, it is necessary to take into account important nuance. A separate paragraph in this document must include organizational issues related to the appointment of the chairman of the liquidation commission.

After the chairman is appointed, all powers related to the implementation of the company’s activities for this period are transferred to him in accordance with paragraph 3 of Article 62 of the Civil Code of the Russian Federation. In practice, there are often cases when one of the company’s employees or its managers is appointed chairman. This is done so that the organization of procedures related to the liquidation of a company is carried out by a person who is well versed in internal affairs organizations.

Powers and responsibilities of the head of the liquidation commission

The liquidator is assigned special functions and powers on the basis of which he will carry out activities and carry out the procedures necessary to terminate the activities of the enterprise in accordance with the current law.

Therefore, the head of the liquidator bears enormous responsibility for the work of the liquidation commission; his duties include signing documents issued by this body.

The head of the liquidation commission takes responsibility for monitoring the work of all members of the commission, as well as for the timely organization and implementation of the following actions aimed at liquidating the organization in accordance with the law (Article 63 of the Civil Code of the Russian Federation):

1. First of all, the registration authority must be notified of the intention to liquidate the enterprise so that the company is excluded from the register of existing legal entities;

2. Place in printed publications notification of the planned liquidation of the organization. Including the time frame and in what order applications from creditors containing demands for debt payment will be accepted. The minimum period established for submitting requests should be two months;

3. Try to personally deliver written notices to creditors about the upcoming liquidation of the company;

4. After the allotted time, it is necessary to prepare a liquidation balance sheet. This balance sheet should reflect the tangible and intangible assets and liabilities of the company, contain information about receivables and payables, as well as decisions on the possibility of minimizing them;

5. Depending on the specific situation, the competence of the liquidation commission includes the sale of the company’s property through public auctions. This procedure is resorted to to fulfill the organization’s obligations to creditors;

6. After paying all the creditors’ claims, it is necessary to draw up a final liquidation balance sheet reflecting the final state of the organization;

7. If there are funds left at the disposal of the enterprise after paying all obligations, they must be distributed among the founders;

8. To complete the process of liquidating a company, the liquidation commission must submit a corresponding application to the Federal Tax Service. Tax service employees register the fact of liquidation of the company in the Unified State Register of Legal Entities.

Once you receive a registered certificate of liquidation of the enterprise from the tax authority, the organization is officially recognized as liquidated, and the activities of the liquidation commission are automatically terminated.

Responsibility of the liquidation commission

When carrying out the procedure for annulment of an organization, property liability arises from:

Directly to the organization;
Business owners;
Heads of the organization;
Liquidation Commission;
Creditors to whom the company owes money.

To answer the question regarding the responsibility borne by the liquidation commission, it is necessary to determine its legal status.

If we are guided by paragraph 3 of Article 62 of the Civil Code, then we can consider the liquidation commission as a body that manages a legal entity. Thus, after the liquidation commission assumes its duties, all functions related to the management of the organization are assigned to it, this also applies to the representation of the liquidated organization in court.

The powers of the liquidation commission are the same as those of the sole liquidator. Based on this, it can be argued that the liquidation commission is a collective management apparatus, and the manager is vested only with functions related to organizational and representative activities.

To legally To represent the interests of the canceled organization, the participant of the liquidation commission or its head must provide the relevant document. Namely, a recorded decision on approval of the composition of the commission, adopted at a general meeting of company participants (in some cases, a court decision), as well as a protocol that identifies a person vested with a number of powers.

There is a misconception that if the chairman of the liquidation commission also happens to be former leader this company, then he has privileges and does not have to provide the above documents.

Paragraph 3 of Article 56 of the Civil Code refers to the participants of the liquidation commission as other persons entitled to give instructions that are binding on this legal entity. Based on this, they bear subsidiary liability. A commission member can be released from property liability only if he can prove his innocence (for example, if he did not participate in the vote or voted against the issue under consideration).

According to the legislation of the Russian Federation, it is formed by the owner of the liquidated enterprise or a body authorized by him, together with the labor collective for the liquidation of the enterprise. By decision of the owner and the workforce, liquidation can be carried out by the enterprise itself, represented by its management body. Liquidation of enterprises during bankruptcy is carried out in accordance with bankruptcy legislation. The owner, court or body authorized to create an enterprise, which has made a decision to liquidate the enterprise, establishes the procedure and timing of liquidation and the period for filing claims by creditors, which cannot be less than two months from the date of announcement of liquidation. The LIQUIDATION COMMISSION or another body carrying out the liquidation of an enterprise publishes a publication in the official press at the location of the enterprise about its liquidation, as well as about the procedure and deadlines for filing claims by creditors. Along with this publication, the LIQUIDATION COMMISSION (or the body conducting the liquidation) is obliged to carry out work to collect receivables from the enterprise and identify creditor claims. Creditors and other persons who have contractual relations with the liquidated enterprise are notified of the liquidation of the enterprise in writing. The LIQUIDATION COMMISSION (or the body conducting the liquidation) evaluates the available property of the liquidated enterprise and pays off creditors, draws up a liquidation balance sheet and presents it to the owner or the body that appointed the liquidation commission.

Dictionary of financial terms.

Liquidation commission

The liquidation commission is the body that carries out the liquidation of the enterprise. The liquidation commission is formed:
- either the owner of the enterprise; or
- either in arbitration or judicial procedure in case of bankruptcy.
The liquidation commission establishes the procedure and terms of liquidation and is the authorized manager of the liquidated legal entity.

In English: Liquidation commission

Finam Financial Dictionary.

See what "LIQUIDATION COMMISSION" is in other dictionaries:

Liquidation commission- the body that carries out the liquidation of the enterprise. The liquidation commission is formed either by the owner of the enterprise, or either in arbitration or court proceedings in case of bankruptcy. Liquidation can be carried out not by a commission, but by one person... ... Accounting Encyclopedia

Legal Dictionary

Temporary institution in the Kingdom of Poland for known financial transactions. Dictionary foreign words, included in the Russian language. Chudinov A.N., 1910 ... Dictionary of foreign words of the Russian language

Liquidation commission- (English liquidation commission) a temporary body entrusted with the liquidation of cases and consideration of claims against a closed, liquidated or reorganized enterprise, institution, organization (about the procedure for appointment and ... Encyclopedia of Law

- (LIQUIDATOR) a special commission created before the liquidation of an enterprise or company for the purpose of assessing and selling property, collecting receivables, paying creditors, drawing up a liquidation balance sheet and report,... ... Encyclopedic Dictionary economics and law

liquidation commission- (liquidator) commission (person) appointed by the founders (participants) of a legal entity or the body that made the decision on its liquidation, in agreement with the body carrying out state registration of legal entities. Since the appointment of L... Large legal dictionary

LIQUIDATION COMMISSION- see Liquidation of a legal entity... Legal Dictionary of Modern Civil Law

LIQUIDATION COMMISSION (LIQUIDATOR)- a special commission created before the liquidation of an enterprise or company for the purpose of assessing and selling property, collecting accounts receivable, settling accounts with creditors, drawing up a liquidation balance sheet and a report submitted to the authority... ... Legal encyclopedia

A commission (person) appointed by the founders (participants) of a legal entity or the body that made the decision to liquidate it, in agreement with the body carrying out state registration of legal entities. From the moment L.K. was appointed to her... ... Legal Dictionary

By the highest decree of February 19, 1864, simultaneously with the final arrangement of the life of Polish peasants, a temporary L. commission was established to determine the remuneration of owners for lands that came into the ownership of peasants. She was... ... Encyclopedic Dictionary F.A. Brockhaus and I.A. Efron

The liquidation commission is determined by the founders of the enterprise or the body that made such a decision regarding the organization. The liquidation commission sets the time frame within which the liquidation of the enterprise must take place and the procedure for its implementation.

The liquidation commission is a special body (liquidator) necessary to carry out the liquidation of an enterprise - voluntary or forced.

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Information about the creation of this body is provided to the registrar (tax authorities), who must make appropriate changes to the Unified State Register of Legal Entities and issue documents confirming the termination of the organization’s activities.

Requirements

Not reflected in the Civil Code of the Russian Federation specific rules on the composition of the liquidation commission. There is no provision for the appointment of members of such a commission by minority participants of the company. Special attention It is also not given attention to individual cases when the law requires the participation of certain persons in the commission.

The order of functioning of the commission and its formation are reflected in clause 4 of article 62 of the Civil Code of the Russian Federation:

When the commission is formed, all powers within the executive power of the enterprise are transferred to it. This does not cancel the right of other management bodies to participate in the company's activities.
After official appointment, the commission represents the interests of the enterprise in court. The head of the liquidation commission has the right to represent legal entity without issuing a power of attorney, sign statements of claim and issue the necessary powers of attorney.
The commission is obliged to carry out its work in the interests of the liquidated company and creditors.
The commission is a collegial body. A quorum is required to make any decisions. Enterprises are advised to consider creating a special provision on the liquidation commission.

Not in the Civil Code full description the competence of the liquidation commission and this often becomes a reason for disputes and discussions

The role of the liquidation commission

If the owners of an enterprise decide to liquidate it, they must establish a liquidation commission. Must be submitted this information to the Federal Tax Service to make an entry in the state register.

Purpose and composition

The body making the decision to liquidate the company must appoint the composition of the liquidation commission. This can be done by the founders of the enterprise themselves, its shareholders, as well as the court that made the decision to terminate the organization’s work. All features of the formation of the commission are usually indicated in the Charter of the enterprise.

From the moment the commission is appointed, it takes part in the management of the company. The executive bodies of the enterprise can no longer carry out their activities.

An exact sample of requirements for the composition and size of the commission according to current legislation is not provided. This issue is decided by the meeting of founders. Members of the commission may be appointed by the court. The commission is headed by a chairman.

The composition of such a commission may include directly the directors of the company, its founders or employees. Its chairman initiates the termination of the company. Such powers are usually exercised by the general director of the organization.

Authority

The founder of a liquidated enterprise is obliged to issue an appropriate order confirming the decision to terminate the functioning of the company. It must indicate the timing of its liquidation and other organizational issues related to the activities, formation and appointment of commission members.

After this, the chairman of the liquidation commission has full powers to manage the organization for the duration of its liquidation. This provision was approved by paragraph 3 of Art. 62 Civil Code.

Most often, a company employee who has a complete understanding of all the features of its functioning is chosen for the position of chairman.

When an enterprise is liquidated, liability arises from:

the enterprise itself;
its owners;
its leaders;
liquidation commission;
creditors to whom the company has debts.

In order for the liquidation commission to carry out its activities in full, a document is required that displays data on the composition of the commission and a protocol on its appointment.

Such a protocol is also necessary if the chairman of the commission is the general director of the enterprise. It is imposed on all members of the commission.

Functions

The liquidator will subsequently carry out all the work necessary to carry out the liquidation procedure.

His responsibilities include signing all possible documentation, regulating the work of all commission members, as well as:

Notifying the registration authorities of the decision to terminate the activities of the enterprise in order to exclude it from the register of legal entities.
Placement in print media mass media notes on the planned liquidation of the company. It must indicate the timing and procedure for accepting applications from creditors for repayment of debts. The minimum period in this case is 2 months.
Delivery of written notices to creditors about the planned liquidation of the company in person.
Preparation of liquidation balance sheet in a timely manner. Information about receivables and payables, information about the tangible and intangible assets and liabilities of the company must be indicated. It is necessary to identify solutions on how to minimize existing debts.
Making appropriate decisions to dismiss employees.
If necessary, the liquidation commission carries out the procedure for selling the company's property through public auction. This is necessary to eliminate debt obligations to creditors.
Formation after satisfaction of all creditor requirements. This balance sheet should convey the final financial position of the company.
Reconciliation of settlements with all organizations and tax authorities.
If all required payments have been made and financial resources are still left, they are distributed among the founders of the enterprise.
It is necessary to submit an application to the Federal Tax Service to complete the liquidation procedure. Tax authorities record the fact of liquidation in the Unified State Register of Legal Entities.

Once the tax authorities provide an official certificate of liquidation of the company, it is considered liquidated and the commission ceases its work.

Actions

During the entire period of liquidation of the organization, the commission adheres to a certain work plan. This plan is created with the participation of all members of the commission and agreed upon with the founders of the enterprise.

The actions of the commission are as follows:

Detailed display of all company assets and their analysis.
Collection of information about persons who can claim their rights to the company’s property during liquidation.
Dismissal of company employees. The procedure is standard; wages and other payments are made in accordance with labor legislation.
Analysis of payments to tax authorities and other organizations. If there are not enough funds to repay debts to the tax authorities, then the debt is repaid by the founders of the company in accordance with the law.
Analysis of existing debts. Collection of debts from debtors can occur upon written notice or after registration statement of claim to court. The liquidation commission takes part in all court hearings on behalf of the enterprise.
Establishing order.
Distribution of remaining assets among the founders.
Preparation of documentation for deregistering a company from the state register.
Removing an enterprise from the state register.

To make an entry in the state register, you must provide a corresponding application, certificates from funds, a certificate of liquidation balance, a receipt for payment of state duty

Available operations

The liquidation commission determines the possibility and method of selling the company's property. All information about the sale of property must be displayed in the media.

If liquidated state enterprise, then an auction is organized. This is done by the authorized bodies. If the work of a private company ceases, the liquidator has the right to conduct such an auction independently.

The sale of the company's assets should be carried out in the following sequence: