Liquidation of a legal entity

Liquidation of a legal entity in Belarus

Liquidation of a legal entity is a complex procedure that allows you to exclude an enterprise from the Unified State Register. In case of incomplete liquidation negative consequences may ensue. For example, it will not be possible to register a new company. Sometimes the owners of firms enter the business into the liquidation stage and forget about the existence of the company. This is unacceptable, since until the enterprise is excluded from the register, it cannot be considered as ceased to exist.

Step-by-step liquidation of a legal entity.

Let's consider a step-by-step instruction on liquidation of an enterprise as quickly as possible without unnecessary financial investments.

1: Choosing a liquidator.

In a role of a liquidator may be a legal entity or an individual. The right to perform the procedure can be obtained by a specialist with a higher education and work experience in the role of a manager or top manager. Debt is a key factor when choosing a specialist. If the company has obligations to pay debts, it will not perform the function of a liquidator. In this case, you need to conclude an agreement for the provision of services with an experienced professional.

2: Decision to initiate the liquidation of a legal entity and individual entrepreneur.

The specified decision is made by the meeting of participants/ the sole participant of the organization. Participants must unanimously decide to initiate the liquidation process. Legally, the decision is made in the form of a protocol of the general meeting of participants. The following data is entered into the protocol:

  1. Information about the liquidator.
  2. Terms of closing the company.
  3. The sequence of activities, etc.

3: Sending a request to the registration authority.

According the decision on the liquidation of the enterprise was made the liquidator must personally apply to the registration authority with a request is submitted in the prescribed form and the minutes of the meeting. The documents are provided within 10 days from the date of the decision on liquidation. At the same time, the liquidator sends a publication about the termination of the company's activities on the official resource of the «Justice of Belarus» publication. In parallel with the implementation of the above procedures, it is necessary to prepare and send notifications of liquidation. In accordance with the provisions of the law, a violation of the liquidator's obligations to notify creditors may lead to bringing him to subsidiary liability, which in practice is extremely rare. In connection with these circumstances, the management of the enterprise must individually monitor the activities of counterparties who are subject to the liquidation process.

4: Acceptance of receivables (if present).

Legal rights and obligations do not transfer to any legal entity in the event when an enterprise ceases to operate by liquidation. That’s why you need to understand that that after the exclusion of an organization from the Unified State Register, receivables are considered closed. If an organization intends to collect depts from another company, it is possible to do this only until the organization is excluded from the Unified State Register.

5: Receiving creditors' claims and work with them.

Performing the necessary procedures, the liquidator forms a register, where information about claims from creditors is entered. Undeclared claims cannot be entered in the table. While the legal entity is being liquidated, creditors have 60 days to file claims. After this period, a summary of the information received is performed and on the basis of existing assets a liquidation balance sheet is forming. This information allows us to draw conclusions about the possibility of repayment of debt on loans. In most cases, the firm does not have the funds to meet all of the creditors' requests. In this case, the liquidator applies to the relevant economic court with an application for declaring the company bankrupt. Some entrepreneurs think that a small legal debt is not a basis for initiating bankruptcy. In fact, not paying even a few rubles is the reason for starting the bankruptcy process. If the applicants ' claims are not met, the representatives of the legal entity may bear subsidiary liability.

6: Liquidation of activities and inspections.

A business can be liquidated after passing a series of legal checks. The faultlessness of the activity is confirmed by such instances:

  1. Tax inspection.
  2. Customs.
  3. The Social Protection Fund of the Population.
  4. State Insurance Company.
  5. Other organizations specified in the audit plan.

In the absence of confirmation of at least one instance, it is not possible to complete the liquidation process. The legislation prescribes a period for passing inspections - 6 months. Cameral taxation can be replaced by ordering audit services. To choose a prompt and high-quality method of liquidation, you need to take into account the timing of the implementation of measures. If you need to close the company within 60-75 days, it is recommended to hire an auditor. You need to understand that there are situations when you have to wait 6 months or more. Сhoosing between tax and audit, you need to take into account the fact that hiring a specialist is connected with material costs. The tax office has the right to reject the auditor's report. Generally, reports are rejected when an enterprise with a high level of risks is liquidated. Conclusion: the decision on the verification method is based on the analysis of a complex of factors.

7: Calculation of the balance sheet.

After paying off the debts of creditors, the remaining funds can be divided between the founders of the company. They are provided with an amount proportional to their equity participation. Then the liquidation balance is formed. It is approved by the participants. On the basis of the document, conclusions can be drawn regarding the personal activities of the liquidator. All lines in the creditors' register reflect the lack of finance at the stage of liquidation completion..

8: Transfer of documentation to the archive.

One of the last steps in the liquidation of the enterprise is the transfer of all collected documentation to the archive. Be sure to pass:

  1. Constituent acts.
  2. Decisions of the founders.
  3. Instructions regarding personnel.

Some archives provide a service for the formation of archival files for liquidated commercial enterprises.

9: Sending documents for exclusion from the Unified State Register

The final stage in the process of liquidation of the company is sending documentation to the Unified State Register in order to exclude information about the legal entity. The list of acts includes:

  1. Certificate of registration of the company.
  2. Liquidation balance sheet with all necessary signatures.
  3. An extract on the transfer of the case to the archive.

The registration authority performs the function of monitoring the availability and compliance with the validity of all submitted acts. If the documents are properly executed, and the liquidation took place in accordance with the requirements of the legislation, then within 30 days information about the enterprise is excluded from the Unified State Register. Closing a business is quite difficult. Therefore, we propose to seek professional help of our law firm.

Interesting proposals for the liquidation of the company.

Our team provides the following services:

  1. Liquidation of a business without debts.
  2. Preparation of documents for the initiation of bankruptcy, legal support of proceedings in the relevant economic court.
  3. Assistance to the company and its employees in case of problems during the process of liquidation of the company.

By cooperating with us, you can ensure prompt and safe liquidation of the company.

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