Company liquidation in Russia

It is not easy to register a company in Russia, it often requires qualified assistance of specialists, but liquidation is even more difficult from a legal point of view. If the company has ceased to be profitable or the existence of the organization is no longer feasible, and a decision is made to liquidate the enterprise, it is important to go through the liquidation process in compliance with a certain procedure, the execution of which can take from three months to one year.

If you leave an organization that does not conduct any activity, the tax authority can liquidate it on its own. In this situation, an undesirable result will arise - the director and the shareholder of the company will be prohibited from registering new companies for three years.

The liquidation procedure involves the termination of the company's existence by making an appropriate entry in the Unified State Register of Legal Entities (EGRUL). Emerging Markets Group's lawyers and accountants will not only undertake the correct and accurate execution of all stages of the liquidation process, but will also ensure the main task of support - maintaining security both at the stage of the procedure and after its completion. Liquidation of the company in Russia distinguishes the following stages:

      1. Preliminary issues

At this stage, we will collect and analyze the constitutive documents, as well as financial (accounting) statements, develop a plan and provide options to facilitate the liquidation process and avoid the bankruptcy procedure if there is any ground for its initiating

  2. Resolution of stockholders to liquidate a company and appoint a liquidation commission or a sole liquidator with the chief of the liquidation commission

Within one to two weeks, the lawyers of our company will carry out the following actions:

  • Draw up a draft of the power of attorney for EMG employees and approval of its signing with the owner.
  • Development of a draft of the resolution on the liquidation and organizes its signing by the authorized persons (EMG specialist based on the PoA).
  • Submission of an application for mandatory publication in the Unified Federal Register of information About The Facts Of The Activities Of Legal Entities within 3 days after the decision to start.

From the moment the decision comes into force, the chief of the liquidation commission will manage the organization and act on behalf of the management. General Director of our company, Thomas Stansmore, can also act as the cheif as the liquidation committee. The liquidation process does not eliminate the need for accounting. EMG accountants can take over the accounting during liquidation.

      3. Notification of the tax authorities on the resolutions made by the stockholders

EMG specialists will fill in all required notification, coordinate its proper by the liquidator (chairman of the liquidation commission), submit notification to the tax registration body and receive a document confirming an entry to the state register regarding commencement of the liquidation process.

       4. Publication about the company’s liquidation

EMG lawyers will arrange for inserting an advertisement about the company’s liquidation in the proper newspaper. The advertisement shall cover the liquidation procedure and a period when creditors can claim against the company

       5. Identification of creditors and debitors and their notification of the liquidation

At this stage, the lawyers of our company will carry out the following actions:

  • Reveal eventual creditors and notify them in writing.
  • Reveal all the debtors and notify them in writing of the outstanding debts.
  • Collect information about bank accounts, available money and assets, etc.
  • Carry out related tasks, if any.

       6. Interim liquidation balance sheet

The lawyers of our company will prepare an interim liquidation balance sheet, as well as a stockholder’s resolution on approval of the balance sheet.

       7. Notification of the tax authorities on the approved intermediate liquidation balance sheet

EMG specialists will fill in a required notification, coordinate its proper signing by the liquidator (the chairman of the liquidation commission) submit the notification to the tax registration body and receive a document confirming the entry in the state register on the approval of the balance sheet.

       8. Claims settlement

One of the most important stages in the liquidation procedure of a company is the collection of outstanding debts from debtors, if any, including trial proceedings, the public sales and (or) challenging decisions of the tax authorities made as a result of the tax audits.

       9. Liquidation balance sheet

EMG specialists will prepare a liquidation balance sheet.

       10. Closing bank accounts

At this stage, we arrange for the remains on the bank account if there are any to be repatriated to the stockholders. EMG will coordinate closing bank accounts, including preparation and submission of the required documents to the bank.

       11. Registration of the liquidation

EMG lawyers will fill in the required application, coordinate its proper signing by the liquidator (the chairman of the liquidation commission) and submit the documents for the registration to the tax registration body. EMG will transfer the Certificate from the Uniform State Register of Legal Entities conforming the completion of the liquidation to the liquidator (the chairman of the liquidation commission) and to the stockholder.

       12. Transfer of company’s documents to the State Archive

This is the last stage of the liquidation process and should not be underestimated. All documents must be properly transferred to the State Archives.

As you can see, liquidation is a time-consuming process, at each stage of which unforeseen circumstances and additional issues may arise. This will require deep experience and a quick solution to reduce the liquidation time and therefore additional costs. EMG lawyers have experience in liquidating both Russian and foreign companies. By contacting our company, you will receive valuable expertise, as well as extensive experience in solving the most complex projects.

Tom Stansmore
General Director
Olga Vorobyeva
Head of the Legal Practice