Termination of the existence of a legal entity. Procedure for terminating the activities of a legal entity

Termination of business is considered one of the most difficult operations legal entity. How to cancel the liquidation of an LLC and cancel the activities of a legal entity is important for everyone who works in business to know.

The concept of “legal entity” is increasingly encountered in developing societies. Who can be united under this concept? A legal entity is an organization that is an independent subject of citizenship, has its own balance sheet, stamp and current account, as well as its own charter, and in the event of bankruptcy it is responsible for the property it owns.

Many entrepreneurs, faced with the difficulties of market relations, involuntarily think about stopping the organization’s activities. Most often, it is because the business has ceased to make a profit that entrepreneurs close their activities. However, there are other reasons for the independent closure of companies, some of them:

A reduction in profits, as already mentioned, most often occurs due to competition in the market.
Achieving the initial goals for which the organization was created.
Loss of interest in the company or the emergence of new ideas that require the creation of a new LLC.
Violations in the work of economic or tax spheres. In this case, self-liquidation occurs to avoid punishment.
Sale of assets.
Deliberate avoidance of debt obligations.

A complete cessation of activity after final liquidation is not necessary. In case of a change in the structure, liquidation of the company can also be applied.

Closing of a legal entity occurs when:

Complete cessation of the company's activities.
Mergers or reorganizations of companies.
Sale of a net asset to another company. In this case, the liquidation of an empty legal entity occurs.

Let's consider all options for closing a company.

Cancellation of LLC activities

If society is not experiencing the best better times and the businessman does not have the opportunity to correct the situation, he has to face the issue of liquidating the company.

Independent cancellation of activities occurs when the founder applies to the Federal Tax Service and is removed from the register. In this case, both the company and the legal entity are closed. After the LLC is excluded from the Unified State Register of Legal Entities, the organization ceases to exist.

If the liquidation of an enterprise occurs through judicial proceedings, that is, at the request of other services, then this legal entity also ceases its activities.

If administrative fines are imposed by a court, the entrepreneur undertakes to pay them even after cessation of activity.

Liquidation of a legal entity

As practice shows, a legal entity can terminate its existence regardless of the organization. Cancellation of a legal entity without closing the organization occurs in the following cases:

The organizational and legal form of a legal entity, that is, the structure of the organization, changes.
Merger of several companies. In this case, the previous ones are closed and a new legal entity is formed.
Attachment to an organization. As in the previous situation, the previous legal entities. their faces are covered and join their superiors.
Separation of legal entities individuals can be observed in the event of an organization split, the previous company is liquidated, and new ones are created.

Like a limited liability company, a legal entity can be closed independently or by force.

Independent cancellation of an activity occurs by the verdict of its participants or authorized bodies in accordance with the documents.

Forced cancellation of activities is possible during legal proceedings. An entry about the cancellation of the LLC’s activities is made in the state register if the court finds that the violations committed by the organization are irreparable or the activities are illegal.

Termination of activities of an “empty” legal entity

Separately, it is worth considering the case when an empty legal entity is liquidated. face. This situation may arise if an entrepreneur has certain problems as a result of which he decides to sell his business.

Not every entrepreneur is ready to purchase a ready-made legal entity; in this case, a merger of organizations will most likely occur. To avoid problems, the previous owner sells the company's net assets.

An asset of an organization is property that is owned by the company.

A tangible asset includes all material assets of the company, including residential and non-residential buildings, equipment and tools for work, as well as land.

An intangible asset includes financial investments, bank accounts, valuable documents and cash in the company's cash desk.

There are also current assets, which fully ensure the activities of the enterprise in cycles.

If the company is sold without selling the legal entity, the new owner buys the net assets. Net asset is the value of the enterprise without taking into account debts.

If a legal entity puts up for sale the net assets of the organization, the founder is responsible for actions committed during the period of management. The legal entity undertakes to pay off all debts before selling assets in order to avoid punishment.

After acquiring an asset by another owner, its previous owner must apply to the federal tax service in order to cancel your activities. After making a corresponding entry in the Unified State Register of Legal Entities, the legal entity ceases to exist.

So, in order to close a legal entity, it is not necessary to close the business; you can sell it, but it is worth considering that responsibility for previously committed actions remains with the previous owner. In order to correctly and competently complete the liquidation process, you need to carefully study all the nuances of the procedure.

Russian legislation pays great attention to entrepreneurial and other activities carried out by organizations.

Civil Code identifies several possible organizational and legal forms of creating a legal entity, each of which makes it individual. However, some processes associated with organizations and businesses are the same for everyone, and we are talking about the cessation of one or another activity.

Methods for terminating the activities of organizations

The Civil Code says an infinite amount about legal status organizations, companies and enterprises. And the issue of termination of activity is reflected in many articles, but the first thing that needs to be noted is legal capacity.

Like citizens, organizations have a number of rights and interests that give rise to responsibilities. The cessation of any activity entails the disappearance of those very provided freedoms. In addition to the codified law, attention should be paid to Federal Law No. 129, which records the entry into the State Register of information related to the creation of an organization and, of course, its closure.

If you pay attention to the ways to terminate the activities of a legal entity, then both the Civil Code and various federal laws will help in this matter, namely Federal Law No. 127, which regulates bankruptcy, and the regulatory legal act indicated above and regulating the scope of registration of all organizations. Based on legal norms, one can safely determine three legal ways terminate the activities of a legal entity. These include, and. Each of them has its own characteristics and differs from the other two in the specificity of its application.

Reorganization

There are many reasons why founders and managers close an organization. How the situation is more complicated, the more difficult and radical the method chosen. Reorganization is the most gentle of them. The Civil Code stipulates that it can be carried out, but in the matter of terminating the activities of a legal entity, only two are of interest: merger and. Each of them implies the closure of an organization and has a specific procedure for application. However, before talking about the procedure, it is worth talking about two types of this method.

Reorganization may be voluntary, that is, on the initiative of the participants, by making a decision at the general meeting. Moreover, it may be forced, this procedure is usually carried out on the initiative of authorized bodies or by court decision.

However, if we talk about mergers and acquisitions that entail the closure of a legal entity, then most often this procedure is voluntary, helping to improve the situation in the company.

So, two forms: merger and accession. The first implies that two or more legal entities merge, ceasing to exist, on the basis of which a new organization. The second form has a slightly different meaning. Upon merger, one legal entity begins to join another, also ceasing to carry out its activities. That is, this form, unlike the merger does not create a new legal entity.

, as a way to stop activities, is very simple. This is its main difference from the other two. Enough make a decision at the general meeting of participants, sign the minutes and send information to the tax authority. Regardless of the form, an application is submitted to the Federal Tax Service, and then information is entered into the state register about the termination of one legal entity and about the creation of a new one in the case of a merger. The process is simple and does not require large quantity operations.

However, if we are talking about forced reorganization, then if the founders do not proceed with this method of closing the organization within the prescribed period, then managers will be appointed and then the danger of becoming a defendant in a civil case arises.

Also, when using this method of terminating activities, you need to remember. The Civil Code of the Russian Federation says that reorganization always involves the transfer of rights and obligations from the legal entity that is changing to another. Mergers and acquisitions are no exception.

The basis for such a procedure will be the presence deed of transfer, which legally formalizes the transfer of rights and obligations and records all the property of the organization. It is accepted and signed by the founders and leaders of the organization.

Liquidation

Unlike reorganization this method much more complicated and involves several sequential actions, without which the termination procedure will simply be impossible. The law highlights classic liquidation, that is, carried out according to the general procedure, as well as alternative.

The second category is quite unusual, since it is more of a formality than a coherent multi-step procedure. An example of alternative liquidation would be closure of a legal entity due to a change general director or the entire group of founders. In addition, the alternative group often includes the first method of terminating the activities of an organization, namely reorganization through merger or accession.

The Civil Code mainly contains norms related to classical liquidation. General procedure Closing a legal entity includes several stages that must follow strictly one after another:

Making a decision. At the general meeting of participants there is a search for an answer to the question: to liquidate or not? If yes, then a protocol is drawn up and signed.
. A group of liquidators is elected from the participants of the organization by a general decision, who will carry out all further actions related to the closure of a legal entity.
Publication of information about decision made in the official source, "". It is important that further actions can be carried out only after two months.
Notification of all creditors. This is a mandatory condition, because within a few months all demands for repayment of debts must be made.
. After all debts have been repaid, the liquidation commission determines how much property remains and distributes it between the founders and participants. It is important to understand that it is impossible to transfer property to participants until debts are repaid.
Preparation of documents. The law establishes a clear list of papers that ultimately must be submitted to the tax authority:
- decision to close the organization, that is, a signed document general meeting;
- liquidation balance sheet and decision on its approval;
- notification of the creation of a liquidation commission in the form;
- notification of creditors;
- statement about state registration according to form.

After completing all the above steps and preparing a package of documents, it must be sent to the tax authority, which within five days must examine the received papers and, on their basis, make a decision and enter information into the State Register on the liquidation of the legal entity. After this, the managers are given a certificate.

And only with the arrival of this moment, namely the receipt of this document, can we consider that the organization no longer exists.

In order to further government bodies did not remember the previously existing company, it is also necessary to close all bank accounts and transfer the surviving documents of the legal entity to the archive.

Bankruptcy

The Federal Law “On Insolvency (Bankruptcy)” establishes that this method of closing a legal entity is applied only when the organization can no longer fulfill obligations in favor of creditors.

There are two main signs of bankruptcy, without which this procedure cannot be discussed. The first of them is that the amount of debt must be at least three hundred thousand, and the second is that a legal entity cannot fulfill its obligation for three months in a row.

If these criteria are met, then you can safely proceed with the bankruptcy procedure. It is important that it does not always lead to liquidation; sometimes there is an opportunity rehabilitation, that is, the improvement of the organization. However, if it is still impossible to help the company, then bankruptcy is inextricably linked with the liquidation of the legal entity.

According to the law, several steps can be distinguished, which, as in cases of liquidation, must be followed in strict sequence.

Filing an application for bankruptcy proceedings. It can be provided either by debtors, authorized bodies, or creditors. In addition to the application, a list of the following documents is required:
- extract from the State Register;
- a register that will include the claims of creditors;
- all balance sheets;
- documents on the creation of a legal entity.
After submitting your application after a month an arbitration manager is appointed. He oversees the affairs of the organization, which continues to operate as before. The timing of this stage may reach up to seven months, depending on the amount of work. As a result, the manager sends a report to the court, which makes a decision on the future fate of the legal entity. Several options are possible:
- settlement agreement between the debtor and creditors;
- , that is, the sale of property in order to improve the situation;
- , implying various benefits and assistance from creditors.
Application of one of the possible procedures. Most often this is a financial recovery that can last no more than two years. If the choice falls on bankruptcy proceedings, then the deadlines begin to tick here from six months or more.

The main difference between bankruptcy as a way to terminate the activities of a legal entity is its duration. It may take several years for an organization to be declared insolvent.

However, a shortened version is also possible, when the company agrees to voluntary reorganization. As for the standard procedure for declaring a person insolvent, if after all the measures the situation in the company has not improved, then it will eventually be declared bankrupt.

The advantage of this method is that all debts are written off, there is no need to display liquidation balances and distribute property. Legal confirmation of the fact of bankruptcy is carried out in the same manner as in the first two methods. The tax authority gets everything Required documents and enters information into the State Register. Next, the head of the company is issued a certificate, and the legal entity officially ceases to exist on the basis of being declared insolvent, that is, bankrupt.

conclusions

Of the three presented methods for terminating the activities of a legal entity, the most common is. However, each method has its own characteristics.

Reorganization is distinguished by its speed and simplicity, requiring minimal effort. Liquidation allows you to completely stop any activity and pay off debts.

Bankruptcy not only closes a legal entity, but also relieves its manager from the need to fulfill obligations to creditors, which is what attracts most organizations in difficult financial situations.

Termination of activities of LLCs and individual entrepreneurs: video consultation

Legal consultant Vladimir Lygin explains what the difference is and what are the features of liquidation of LLC and individual entrepreneur.

The Civil Code provides for two options for terminating the activities of a legal entity - liquidation of the organization and reorganization in the form of merger, division or accession, when the acquired legal entity or the reorganized entities during the merger and division cease to operate. In these cases, the organization ceases to exist, that is, it cannot conduct economic activity, exercise rights and obligations. An entry about the termination of activity is made in the register of legal entities.

Reorganization and liquidation of a legal entity

There are several forms of reorganization (clause 1 of article 57 of the Civil Code of the Russian Federation):

merger, when the persons participating in the reorganization cease to exist and a new organization is created;
affiliation, that is, one or more legal entities join an existing organization, and the acquired entities cease their activities;
division, when instead of one organization several legal entities are formed, and the divided organization ceases to exist;
spin-off, where one or more organizations are spun off from an existing organization;
transformation - the organization remains; as a rule, the organizational and legal form changes.

Features are regulated by special regulations. Thus, the procedure for reorganization and liquidation of a joint-stock company is specified in Art. Art. 15 - 24 of the Federal Law of December 26, 1995 N 208-FZ "On joint stock companies". For example, clause 6.1 of Article 15 of Law N 208-FZ on JSC states in detail what information a notice of reorganization should contain. And failure to comply with this requirement may lead to refusal of registration, that is, an announcement submitted in violation of the requirements will be considered unrepresented.

The reorganization is completed when an entry is made in the Unified State Register of Legal Entities. If there has been a merger, accession, or separation of legal entities, then the reorganization of the legal entity is the termination of the activities of the reorganized organizations.

It is precisely this - the recognition of an organization that has ceased its activities - that reorganization and liquidation are similar to, since according to clause 1 of Art. 61 of the Civil Code of the Russian Federation, liquidation is the termination of a legal entity. And in the process of reorganization, the activities of organizations may be terminated, which is recorded in the Unified State Register of Legal Entities.

Moreover, both in case of liquidation and reorganization mandatory requirement- publication in a specialized publication - “Bulletin of State Registration”.

How does liquidation of a legal entity differ from reorganization?

Despite the fact that in the case of both reorganization and liquidation the organization ceases to exist, there is a fundamental difference - succession.

Liquidation means that the organization does not have a legal successor and there will be no one to make claims after liquidation.

Reorganization is characterized by the fact that an organization that has ceased operations will have legal successors (Article 58 of the Civil Code of the Russian Federation). Who exactly will be the legal successor depends on the form of reorganization, on the conditions of formation and termination of the legal entity.

During a merger, a new legal entity is formed, and it will be the legal successor.

If a merger occurs, then the existing organization joined by the organization that has ceased its activities will be the legal successor.

During division, new legal entities are formed, and rights and obligations are transferred to them.

The obligations of legal successors are determined on the basis of separation or transfer acts.

The reorganization is completed after the registration of new organizations. The peculiarity of the merger is that the reorganization is completed at the moment when an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the acquired organization, and if there are several of them, then the last of the acquired ones.

Of course, there are other differences between reorganization and liquidation of a legal entity both in procedure and in documents.

For example, during liquidation, a liquidation balance sheet is drawn up, and it is required to be submitted to the tax authority. During reorganization - a transfer act if separation or separation is planned. If accession or merger, then the agreement is, respectively, about accession or merger.

The fundamental difference is that after a decision on liquidation is made, the functions of the executive body are carried out by the liquidation commission (clause 4 of article 62 of the Civil Code of the Russian Federation). This means that the director no longer manages the enterprise; all powers are transferred to the liquidation commission.

In addition, during liquidation, all company employees are dismissed, including pregnant workers. During reorganization, on the contrary, employees are provided with guarantees; it is explicitly stated that the reorganization of an enterprise does not give the employer the right to dismiss employees (Part 5 of Article 75 of the Labor Code of the Russian Federation). In this case, the employee has the right to refuse to work at the reorganized enterprise; there is a special reason for dismissal (clause 6 of Article 77 of the Labor Code of the Russian Federation).

Thus, despite the fact that during the process of reorganization, as well as during liquidation, the organization ceases to exist, these procedures are fundamentally different.

Termination entrepreneurial activity of a legal entity presupposes its withdrawal from the relevant civil law relations. Information about the subject is excluded from the Unified State Register of Legal Entities. Let us next consider the procedure for terminating the activities of legal entities.

Relevance of the issue

Termination of the activities of a legal entity is regulated by law. The procedure involves several stages, during which the work is analyzed, documentation is drawn up, and the issue of repaying obligations, if the subject had any, is resolved. The existence of legal entities is not limited by time frames. However, in some cases it becomes necessary to complete the work. Thus, the liquidation of an enterprise may be caused by insolvency, the inability to pay off obligations in deadlines. In such cases, the procedure is carried out through the court.

Grounds for terminating the activities of a legal entity

The company's winding-up procedure may be voluntary or compulsory. In the first case, the basis will be the decision of the body of the legal entity or the founders. The compulsory procedure begins by order of the court. Termination of the activities of a legal entity, carried out by decision of the founders or an authorized body of the company, may be conditioned by:

The expiration of the period for which the company was formed.
Achieving the goal set when creating the company.
By decreasing or increasing the number of members below or above the number established in the charter or law.
Recognition of the registration of an organization as invalid by the court due to irreparable violations of legal acts committed during its formation.
Insolvency.
Reducing the net asset price to a level below the minimum volume authorized capital.
Other circumstances.

The court decision is made if:

A violation of the law was revealed during the functioning of the organization.
Activities were carried out that were prohibited by regulations, or not provided for in the charter, etc.

Methods for terminating the activities of a legal entity

The law defines various procedures as a result of which a company terminates its work. The legislation provides for the termination of the activities of a legal entity by:

Reorganizations. This option involves ending the work of one company and creating new ones on its basis. All obligations and rights of the original organization are transferred to the successors.
Liquidation. In this case, the existing company ends its work without creating other companies. Liquidation of an enterprise involves full repayment of existing obligations.

Nuances

As mentioned above, termination of the activities of a legal entity can be carried out by decision of the authorized body or meeting of founders. It depends on the legal type of the company. In LLCs and JSCs this issue is included in the competence of the general meeting. Some types of termination of the activities of a legal entity require obtaining approval from the State Committee for Antimonopoly Policy. Such cases include, in particular, transformation, accession and merger. Regulatory acts regulating competition and monopolies allow for the forced termination of the activities of a legal entity in the form of separation and division.

This decision is made by the State Committee and its territorial divisions. Companies that have received the relevant order must carry out necessary procedures at a certain time. If the company does not do this, the State Committee sends a statement of claim to terminate the activities of the legal entity to the court. In this case, an external manager will be appointed, who will be entrusted with carrying out the established activities. The constituent documentation of newly formed companies and the separation balance sheet are agreed upon and approved by the court and then registered according to general rules.

Civil Code norms

One of the common reasons for the termination of the activities of legal entities is bankruptcy. The procedure for carrying out the procedure is regulated by Art. 61-64 Civil Code. Declaring a company insolvent entails its liquidation. The procedure includes the following steps:

Publication in official publications of information about the beginning of the process and the period during which creditors can submit their claims. It should not be less than two months from the date of publication. In this case, a liquidation commission is appointed, which identifies all creditors, sends them written notices, and takes measures aimed at collecting receivables.
Formation of an intermediate balance. It is drawn up at the end of the period given to creditors for filing claims. The balance sheet contains data on the company's property, a list of contractors' claims, and the results of their consideration. This document must be approved by the founders or the authorized body of the company in agreement with the institution that carries out state registration of companies.
Drawing up a liquidation balance sheet. It is formed after all settlements with creditors have been completed.
Making an entry in the Unified State Register of Legal Entities on the liquidation of the enterprise.

Features of settlements with creditors

If the enterprise does not have enough funds to pay off its obligations, the liquidation commission will organize the sale of its property at public auction. Payments of amounts proceeds from sales are carried out in the order determined by Art. 64 of the Civil Code, according to the interim balance sheet from the date of its approval. The exception is 5th priority lenders. They are paid at the end of the month from the date the balance is approved.

Exceptions

The above provisions do not apply to state-owned enterprises and institutions. If these entities have insufficient funds, the repayment of obligations is carried out in court at the expense of the owner’s property. The remaining objects after settlements are transferred to the company participants who have real rights on them or rights of obligation in relation to the company, unless otherwise established regulations or constituent documentation.

Forms of completion of activities

Reorganization of a legal entity can be carried out by:

Mergers. In this case, several companies merge into one. According to the transfer deed, it receives the duties and rights of the original companies.
Accessions. In this case, one enterprise is “absorbed” by another. The obligations and rights are also transferred to the latter under the transfer deed.
Divisions. It involves the formation on the basis of one legal entity of several independent organizations. The obligations and rights of the original company are transferred to them in accordance with the balance sheet.
Discharge. In this case, an organization is separated from an existing company. In this case, the original company is preserved. The obligations and rights are transferred to the allocated enterprise according to the separation balance sheet.
Transformations. It involves changing the organizational and legal type of the company. The transfer of rights and obligations is carried out according to the transfer deed.

The reorganization is considered complete after state registration of the newly formed legal entities. This rule does not apply to the accession procedure. It is considered completed from the moment the entry on the completion of the activities of the acquired company is included in the State Register.

Documentation

Responsibilities and rights are transferred to the newly formed companies on the basis of a transfer act or balance sheet. These documents must contain provisions regarding succession. They include information about all transferable obligations, including those to existing creditors, as well as about all debtors. The act or balance sheet is approved by the person who made the decision to carry out the reorganization. Documents are submitted to the body authorized to conduct state registration. If it is impossible to determine a legal successor, newly formed enterprises have joint and several liability to creditors.

State registration

Only after this has been carried out will the company be recognized as reorganized. State registration rules depend on the form of the procedure. To register a company reorganized through a merger, provide the authorized body with:

Constituent documentation of all entities involved in the process.
Minutes from meetings (conducted separately in each company and joint ones).
Merger agreement and transfer deed.
Confirmation of the fact of publication of the beginning of the procedure in official publications.
Proof written notices creditors.
Copies of company balance sheets.
The name of the newly formed company.
Characteristics of the company's capital formation.
Passport details of the head of the emerging company.
Legal address of the new enterprise.

Additionally (if necessary), a document confirming approval or notification of the antimonopoly authority is provided. During reorganization by merger, state registration is carried out according to the rules provided for registration of changes that are made to the constituent documentation.

Specifics of succession

During reorganization special meaning has a scope of responsibilities and rights that are transferred according to the balance sheet or act. Succession can be:

Partial. In this case, the transfer of responsibilities and rights is carried out both to several and to one subject. This situation occurs during selection.
Complete with the transfer of responsibilities and rights to one successor. This situation occurs during conversion, annexation and merger.
Complete with the transfer of responsibilities and rights to several entities in appropriate shares. Such succession is characteristic of division.

Moment of transition

The question of its definition arises among almost all reorganized entities, as well as their creditors. The latter, in particular, are concerned about the process of repaying obligations. The previously effective Civil Code indicated that the transfer of property is carried out on the day when the transfer deed is signed or the separation balance is approved. In the norms of the new Code, this approach is excluded. A certain period passes between the adoption by the founders or an authorized body of the decision on reorganization and the actual procedure. In Art. 57 of the Civil Code clearly establishes the moment at which the entity is considered reorganized. When dividing, spinning off, merging, transforming, it is the date of state registration of the newly created companies. Succession is not based on any contract. It appears as a consequence of the reorganization. It follows from this that the fact of state registration will be of decisive importance in establishing the moment of transfer of duties and rights. Until its end, succession is impossible, since the receiving entity has not yet been created. The situation is similar with accession. In this case, the reorganization is also considered completed after the corresponding entry is included in the State Register about the termination of the work of the affiliated entity.

Conclusion

To prevent violations when registering legal succession during reorganization, the Civil Code provides for a special rule. In accordance with it, if there are no provisions on the transfer of responsibilities and rights in the separation balance sheet or the transfer act, state registration of newly formed companies is not carried out. If uncertainty arises in resolving the issue of succession, the legal provision on joint and several liability of firms applies. It provides additional guarantees for creditors and obliges legal entities to fulfill their obligations in any case.

The grounds for terminating the activities of a legal entity are:

1. Decision of the founders or body of a legal entity (i.e. on a voluntary basis).

2. Court decision (i.e. forced).

The decision of the founders or body of a legal entity to terminate its activities is possible:

1. Due to the expiration of the period for which the legal entity was created.

2. In connection with the achievement of the purpose for which the legal entity was created.

3. Due to a decrease (increase) in the number of members below (above) the limit provided by law or charter.

4. In connection with the court invalidating the registration of a legal entity due to irreparable violations of regulations committed during its creation.

5. Due to insolvency (bankruptcy).

6. Due to a decrease in the value of net assets below the minimum amount of authorized capital.

7. For other reasons.

A court decision to terminate the activities of a legal entity is possible:

1. In connection with carrying out activities without proper permission (license),

2. In connection with the implementation of activities prohibited by law,

3. Due to repeated and gross violations law or other regulations,

4. In connection with the systematic implementation of extra-statutory activities by a public or religious organization, charitable or other foundation,

5. Due to insolvency (bankruptcy),

6. Due to a decrease in the value of net assets below the minimum amount of authorized capital,

7. In other cases specified in the law.

Termination of the activities of a legal entity occurs as a result of its reorganization or liquidation.

During reorganization, all rights and obligations of the reorganized legal entity are transferred to other legal entities, i.e. universal succession occurs.

Reorganization can be carried out by:

1. Mergers (combination of a number of legal entities). They cease to exist as legal entities. A new legal entity is created in their place. All rights and obligations of previous legal entities are transferred to the newly created legal entity.

2. Mergers (one legal entity joins another). In this case, the first ceases to exist as a legal entity, all its rights and obligations are transferred to the second, which continues to act as the old legal entity, but only to a greater extent.

3. Spin-offs (another legal entity is separated from a legal entity). The first continues to exist, but only to a lesser extent. A new legal entity emerges. Part of the rights and obligations of the first legal entity on the separation balance sheet passes to the new legal entity.

4. Division (legal entity ceases to exist). In its place, several new legal entities arise. All rights and obligations that the original legal entity had are divided according to the separation balance between the newly created legal entities.

5. Transformations (a legal entity of one type is transformed into a legal entity of another type). Transformation of a legal entity is possible only with the preservation of the existing scope of legal capacity (general or special). Otherwise, it would be impossible to implement universal succession.

Depending on the form in which the reorganization of a legal entity is carried out, it is formalized either by a separation balance sheet (division, separation) or a transfer act (merger, accession, transformation). The transfer deed and the separation balance sheet must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties.

The approved transfer act must be agreed upon within 10 days with the receiving organization.

The moment of transfer of rights and obligations in relation to property to the newly created legal entity as a result of the reorganization is considered to be the date of signing and approval of the transfer act and separation balance sheet by the founder or the body that made the decision on the reorganization.

The reorganization of a legal entity is considered to have taken place from the moment of registration of newly created legal entities.

When a company is reorganized in the form of the merger of another company with it, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the merged company.

Liquidation of a legal entity is a way to terminate its activities without transferring rights and obligations through succession to other persons.

The procedure for liquidating a legal entity is regulated by Article 61-64 of the Civil Code and consists of the following stages:

1. The founders (participants) or bodies that made the decision on liquidation are obliged to immediately notify the state registration authority in writing, which enters information into the unified state register of legal entities that the legal entity is in the process of liquidation.

2. The participants of the organization, its authorized body or the court that made the decision on liquidation, appoint a liquidation commission (or a sole liquidator), determine the procedure and timing for the liquidation of a legal entity.

3. The liquidation commission publishes in the press, in which data on state registration are published, a message about its liquidation, the procedure and deadline for filing creditor claims (a period of at least 2 months), identifies all creditors and notifies them about the liquidation of a legal entity, and collects receivables .

4. The liquidation commission evaluates the composition of accounts payable and, after the end of the period for submitting claims by creditors, draws up an interim liquidation balance sheet - with information about the composition of the property, the list of claims presented by creditors, and the results of their consideration. The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision on liquidation in agreement with the state registration authority.

5. Based on the balance sheet, the legal claims of creditors are satisfied in order of priority - Article 64 of the Civil Code.

6. After repayment of accounts payable, the liquidation commission draws up the final liquidation balance sheet, which is also approved.

For state registration in connection with the liquidation of a legal entity, documents are submitted to the registering authority: application, liquidation balance sheet, document on payment of state duty.

Liquidation of a legal entity occurs:

1. With the distribution of the remaining property between the founders (participants).

2. With the transfer of the remaining property to the owner.

3. With the transfer of the remaining property for the purposes specified in constituent documents(public, religious, foundations).