In addition to the knowledge of "how to open a business", it is important to have an idea of how to close a business legally competently, because it is not enough just to stop working, it is also necessary to arrange the termination of economic activity in accordance with the legislation. Below is a detailed step-by-step instruction on the liquidation of an LLC. Here you will also find samples of the necessary documents. This algorithm considers the procedure for the liquidation of an LLC by the decision of the company's participants. If you have any questions about the procedure for the liquidation of an LLC, you can order a consultation from us.
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Liquidation with the liquidator
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There will be no inspections under the coordination plan until 2019.
This step is preparatory in nature.
Many people forget about this step, but it is these actions that should be taken first, because under certain circumstances, the entire liquidation process may take a long time, and the moment in time that was supposed to put an end to the legal termination of your business may be postponed indefinitely.
What is a coordination plan? According to the requirements Decree of the President of the Republic of Belarus No. 510 dated October 16, 2009 "On improving control (supervisory) activities in the Republic of Belarus" coordination plans of control (supervisory) activities are formed for each half-year in the Republic of Belarus. In fact, the coordination plan is a list of organizations in respect of which the authorized state bodies will be checked within the time specified in the plan.
If your organization is included in this list, it is only possible to start the liquidation process, but it cannot be completed before the scheduled inspection. In practice, this means that there will be a detailed double check of the entire period of activity.
You can get acquainted with the coordination plan for the next six months on the website of the State Control Committee of the Republic of Belarus. The document in question (for Minsk and the regions) is publicly available on the Internet and is available at the link: http://www.kgk.gov.by/ru/coordination-plans-ru/.
In an LLC with several participants, such a decision is drawn up by the minutes of the general meeting of the Company's participants. By the way, the decision on liquidation can be made by all participants of the Company only unanimously.
In the case when the sole participant is the founder of the LLC, the decision on liquidation should be made out by the decision of the sole participant of the Company.
What is important to include in the liquidation decision?
First of all, the founder (founders) in the decision on liquidation must indicate the following:
The liquidation commission (liquidator) is a person (persons) to whom, from the date of their appointment by the founder, the management of the company's affairs, including the powers of the head of the organization, passes. It is the liquidation commission (liquidator) that will solve all liquidation issues on behalf of the Company.
The liquidator can be either the founder or even the director of the company. But here lies a couple of nuances, ignorance of which can later lead to negative consequences. The fact is that these persons cannot always act as a liquidator of their company: for example, if the company has debts to creditors, the chairman of the liquidation commission (liquidator) cannot be appointed by a person who is the founder or head of this organization.
In practice, there are cases when there was no information about the company's debt to creditors at the stage of making a decision on liquidation. The founder or director was appointed as the liquidator, and in the future, creditors' claims containing information about the Company's debts to counterparties began to arrive at the company's address. What should I do in such a situation and do I need to take any action?
Answer: yes, if an organization in the process of liquidation is found to have debts to creditors that existed, but for objective reasons were not revealed at the date of the decision on liquidation, the founder (founders) of the company must replace the chairman of the liquidation commission (liquidator) no later than 1 month from the date of discovery of such debts, if the founder or head of the liquidated legal entity is appointed as such.
It should be noted that the step under consideration goes under the number "3" conditionally, since it is possible to start firing employees both before the decision on liquidation is made (although only options "1" and "2", described below, are applicable here) and during the liquidation procedures (all three options may be used). Employees, if necessary, can carry out their work activities during the liquidation procedures.
But as practice shows, the issue of termination of employment relations between a company and its employees should not be postponed. The sooner you dismiss employees, the lower your salary costs.
It is important to carry out the dismissal of employees in strict accordance with the requirements of the legislation (in order to avoid further appeals of employees to the court with a demand for reinstatement at work), while doing this with minimal costs for the company.
Here are the options here.
The ideal option for an employer is a situation where the employee is explained that the founder has decided to close the business for one reason or another, and the employee will understand this and agree to terminate the employment contract (contract) by agreement of the parties (Article 37 of the Labor Code of the Republic of Belarus – hereinafter TC). Upon termination of the employment contract (contract) by agreement of the parties, in the wording of the dismissal entry in the employer's dismissal order, as well as in the employee's work book, a reference should be made to paragraph 1 of Part 2 of Article 35 of the Labor Code.
More information about dismissal by agreement of the parties can be found in our corresponding instructions, it also contains all the necessary documents for this option of dismissal.
If you have a contract with an employee, and the employee refuses to terminate it by agreement of the parties, you can follow the path of less resistance and just wait for the expiration of the contract, and then not extend it.
This option is good when the contract with the employee is about to expire.
Otherwise, if the employer is not ready to wait and does not want to delay the liquidation of the company, you can resort to the "legal" option.
For more information about dismissal due to the expiration of the employment contract (contract), you can read here, here and all the necessary documents.
Let's make a reservation right away that all the listed options are legal. We called the third option so because it is provided by the legislation specifically for the case of liquidation of the organization. This option is the most correct from the point of view of observing the rights and interests of the employee, but not the most profitable for the employer, because it provides for the payment of certain compensations to employees for early termination of employment relations.
The fact is that paragraph 1 of Article 42 of the Labor Code provides for the right of the employer to terminate the employment contract (contract) with the employee in the event of liquidation of the organization, but it is necessary to observe certain conditions.
The employer is obliged to notify the employee in writing about the upcoming dismissal at least 2 months before the dismissal. In practice, the employee is familiarized with a notice of dismissal, which the employee signs, thereby confirming the fact of familiarization.
Before the expiration of the warning period, the dismissal of an employee without his consent is not allowed, the employer provides the employee with one free day per week (without saving the s/p) for job search for the specified period. But in order to speed up the dismissal, the employer has the opportunity, with the consent of the employee, to replace the warning about the upcoming dismissal with monetary compensation in the amount of two months' average earnings.
Next, the employer issues an order to dismiss the employee in connection with the liquidation of the organization
On the day of the employee's dismissal, the employer makes a full settlement with him.
In addition to salaries and other payments due to the employee, it is important not to forget about the severance pay, which is paid to the employee in case of dismissal due to liquidation. The amount of severance pay is at least three times the average monthly earnings.
As you can see, it is the amount of severance pay to an employee who is dismissed in connection with liquidation that makes the third ("legal") option the most expensive for the employer. Nevertheless, it makes it possible to dismiss an employee ahead of time, even if the employee is against it.
You will find the necessary documents for dismissal in liquidation here.
We do this no later than 10 working days from the date of the decision on liquidation.
Chairman of the Liquidation Commission (liquidator) application for liquidation with attached documents to the registration authority.
This is done by personal appeal.
Who can apply:
What package of documents are we presenting:
In the application, we indicate information about the procedure, as well as the timing of liquidation, indicate the composition of the liquidation commission and its chairman (in case of appointment of a liquidator, we indicate the liquidator).
The liquidation application must be signed by the chairman and members of the liquidation commission (in case of appointment of the liquidation commission) or the liquidator (in case of appointment of the liquidator). Signing an application by proxy is unacceptable, the proxy can only submit an application previously signed by the liquidator.
If the decision is in a foreign language, we additionally translate it into Belarusian or Russian (the translator's signature is notarized).
What does the registration authority do with these documents and why does it need them?
The registering authority, no later than the next business day, submits and enters into the Unified State Register of Legal Entities and Individual Entrepreneurs information that your company is in the process of liquidation (you can check on the website http://egr.gov.by/egrn/index.jsp?content=Find, in the "Status" column, the entry "Is in the liquidation state" is entered).
Moreover, the registering authority sends a notification to all interested bodies about the beginning of the liquidation procedure of your company: the Ministry of Internal Affairs; customs; FSZN; Belgosstrakh; territorial archives of local executive committees.
All the necessary information can be found on the website https://justbel.info/claim/liquidation .
Procedure of actions:
The cost of the ad is 9 (90,000) bel. rubles (with VAT 20% inclusive).
This can be done at any bank or post office.
Payment details below:
Institution "Editorial Office of the journal "Justice of Belarus", UNP 101473130
220004, Minsk, Kalvariyskaya str., 1/1, room 703
P/s 3015000000873 in JSC "ASB Belarusbank",
220089, Minsk, Dzerzhinsky Ave., 18.
There are 3 possible ways to send an application:
and send it along with a copy of the receipt by one of the specified communication methods:
- fax: + 375 17 306-53-69, +375 17 200-02-46;
- e-mail: email@example.com;
- postal address: 1/1 Kalvariyskaya str., room 703, Minsk, 220004.
Address: Minsk, Kalvariyskaya str., 1/1, room 703.
The information will already be on the website of the magazine no later than 18-00 of the next working day.
The information about the liquidation published on the journal's website will later be published in the next issue of the appendix to the legal scientific and practical journal "Justice of Belarus".
Is it possible not to publish information on the site?
Answer: no, publication is mandatory, because the information about the liquidation posted on the journal's website will be a confirmation of the fact of their publication when the registering authority decides to make an entry in the Unified State Register on the exclusion of your company from it.
Within 1 month from the date of its appointment, the liquidation commission (liquidator) must:
This requirement is fixed by Part 4 of Article 200 of the Banking Code of the Republic of Belarus.
Why do I need to notify the bank and issue a new card?
The fact is that if this is not done, the bank may refuse to execute the documents of the account holder for settlements up to the registration of a new card with samples of signatures and a seal impression.
The list of documents required for the renewal of the right to use the account for the liquidation commission (liquidator) is set by each bank independently, therefore, to clarify the necessary list of documents, we recommend contacting your servicing bank.
* This step is a formal requirement of the legislation, in practice inventory is not carried out.
An inventory is carried out before drawing up the liquidation balance sheet.
Based on the results of the inventory of assets and liabilities of the company, the amount of accounts payable is determined.
Information about the liquidation has already been published on the website www.justbel.info . Creditors have 2 months from the date of publication to submit claims to your company.
But one publication of information about the liquidation of the organization is not enough. The liquidated company must additionally notify its creditors of this fact in writing, and also create register of creditors' claims.
It would seem, why else notify creditors of liquidation in addition?
The fact is that such an obligation is provided for in Part 3 of paragraph 1 of Article 59 of the Civil Code of the Republic of Belarus. And there is logic here, because it is quite problematic for creditors to constantly monitor the site in order to identify all counterparties that are going into liquidation. Actually, in order for creditors to find out about the liquidation of their debtors in a timely manner, the legislation also provides for the obligation to notify creditors in writing about the liquidation. In practice, this obligation is often violated by liquidators. However, it should be remembered here about the risk for the liquidator to be held vicariously liable if it is proved that he knew about the presence of the creditor, but did not notify him, thus completing the liquidation with an exception from the Unified State Register.
We have already mentioned in Step 3 that the Ministry of Justice sends a notice of liquidation of your company to all interested bodies.
Within 30 working days from the date of receipt of such notification, the interested authorities send certificates of absence of debt to the registration authority:
Most often, after the expiration of the above-mentioned period, the inspection authorities, especially the tax authorities, provide information about the inability to issue a relevant certificate. Thus, this term is essentially declarative, formal. So how long can the liquidation check last? In practice, as much as you like, however, it is worth remembering that if the audit is not carried out within 6 months from the date of receipt by the relevant body of the notification of the registering authority, your company has the right to demand exclusion from the Unified State Register without such verification.
2 months after the publication of the liquidation announcement, when the deadline for creditors to file claims has expired, an interim liquidation balance sheet is drawn up. When compiling the interim balance sheet, inventory data in connection with liquidation is used, and in terms of accounts payable, data from the register of creditors' claims are used.
The Liquidation Commission (liquidator) makes payments to creditors in accordance with their priority. It should be remembered that payments are made only to creditors included in the register on the basis of their claims. The exception is the debt on mandatory payments, which is payable on the basis of balance sheet data, as well as inspection reports. Settlement with creditors who have been duly notified of liquidation, but have not filed claims, is illegal.
After settlement with creditors, the final liquidation balance sheet is drawn up. All liquidation balances are signed by the liquidator, approved by the general meeting of participants. The final liquidation balance should be zero on all points. Therefore, it is possible not to make a mistake by saying that all liquidated companies have the same liquidation balances. However, the presence of zeros in the balance sheet should reflect the accounting reality, for which the liquidator and the founders are responsible.
If it is impossible to settle with creditors based on the data of the interim liquidation balance sheet, the liquidator is obliged to file a bankruptcy petition with the economic court within a month. The consent of the founders to submit such an application is not required if they have approved the relevant liquidation balance sheet reflecting information about the insolvency of the company.
All remaining assets of the company after settlement with creditors are transferred to its participants.
Banks independently establish a list of documents required to close accounts in the event of liquidation of the organization.
To clarify the necessary list of documents, we recommend contacting your servicing bank.
* If you skip this step, the tax inspectorate will independently send an order to the bank to close the accounts after the exclusion of the LLC from the Unified State Register.
Before submitting the final package of liquidation documents to the registration authority, it is necessary to transfer a large package of documents to the archive. And this task is by no means as easy as it may seem at first glance.
Reception and storage of documents of liquidated organizations are carried out by territorial (city or district) archives of local executive committees. It is there that we must transfer the company's founding documents, as well as personnel documents confirming the length of service and remuneration of employees.
Let's analyze the example of Minsk. In Minsk, liquidated organizations must submit documents to the State Institution "Minsk City Archive".
Below is a list of documents to be transferred to the Minsk City Archive:
Let's make a reservation right away, to give all the documents "as is", i.e. collecting them in even piles and putting them in one big box, it will not work. Because documents are handed over to the archive, you will have to "sweat" over the registration of cases (documents are formed into cases within a year and arranged in chronological order, cases are sewn with threads in four punctures into a cardboard folder, taking into account the possibility of free reading of the text of all documents and dates ... etc. etc.).
To prepare documents for archiving on a contractual basis, it is possible to involve archive staff on a paid basis.
So, having followed all the instructions and prepared all the necessary documents, we handed them over to the archive, and the archive took all our cases.
Now, with a sigh of relief (especially if you prepared the documents yourself), you proceed to the next, decisive step.
The liquidation Commission (liquidator) is submitted to the registration authority:
At this point, all actions on your part have been completed, all documents have been provided, it remains only to wait for the decision of the registering authority, which within 1 working day requests in the archive whether all documents have been deposited. In turn, the archive must respond to the registration authority within 3 working days to the request received. You can simplify the task by providing help from the archive yourself.
The company has no debt. All documents are provided. The relevant archive provides information about the deposit of documents.
And now the registering authority has nothing left but:
It may take up to several weeks between the execution of the actions provided for in step 14 and the adoption of this decision;
The last two actions are performed by the registering authority within 3 working days after the first action.
The Ministry of Justice enters into the Unified State Register information about the exclusion of your company from it.
The date of exclusion will be the date of adoption of the relevant decision by the registering authority. Accordingly, the company is considered liquidated from that date.
To check the information about the exclusion from the Unified State Register, follow the link http://egr.gov.by/egrn/index.jsp?content=Find (in the "Status" column there will be an entry "excluded from the Unified State Register", in the "Exclusion date" column such a date will be indicated). Also, the registering authority, at the request of the applicant, may issue an extract from the decision to exclude a legal entity from the Unified State Register.
Have you seen the cherished entry "excluded from the Unified State Register"?
Congratulations! Your company has been successfully liquidated!