Liquidation of the Company LimitedLiability Company (LLC) is carried out in accordance with Article 61, 63, 64, 92 of the Civil Code of the Russian Federation and Chapter 5 of the Federal Law "On Limited Liability Companies".
Consider the algorithm for the elimination LLC.
You will need
- Purchase of the Russian Federation Civil Code (you will need it 1 part), and the Federal Law "On Limited Liability Companies» №14-FZ newest edition.
In accordance with the law, Ltd. mayIt is liquidated either voluntarily - by the decision of its members, and is forced - by the court (in this article, the second case is not analyzed). Liquidation LLC predpoagaet termination of its existence, without transfer of rights and obligations in succession (for example, by inheritance) to other persons.
The order of voluntary liquidation is quite complex. The Executive Body Ltd. (Board of Directors, Director) proposes to the general meeting of members to eliminate Ltd. and appoint a liquidation committee. General Meeting of Members shall accept the offer and, accordingly, to make a decision on liquidation. This - "run" the liquidation procedure.
The General Meeting appoints the members Ltd.Liquidation Commission, to which since its purpose goes right to manage the activities of company. The liquidation commission places in the media publication about the liquidation of the Company and the procedure and terms for creditors claims. Such period may not be less than 2 months from the date of publication. Lenders should also be notified in writing by the liquidation commission of liquidation.
After two months (or such longer periodstatements of creditors 'claims), the liquidation commission shall prepare an interim liquidation balance sheet containing information about this property company, the creditors' claims and their consideration. Balance approved by the participants LLC.
The satisfaction of creditors' claims takes place inaccordance with the priority rules. At first the claims of citizens to whom the Company is responsible for causing harm to life and health, then vypoldnyayutsya calculations for termination benefits and pay, then Company calculated on payments to the budget and extrabudgetary funds, and last of all - with all the other creditors.
If the company can not meet the requirementscreditors, its property is sold at public auction, and if the claims of creditors are met even from these funds. Upon completion of settlements with creditors, the liquidation commission is okoknchatelny liquidation balance sheet to be approved by the participants LLC.
After settlements with creditors, the liquidationCommission allocates the remaining assets among the participants LLC. First payment is made distributed, but the unpaid portion of the profits, and then carried out in proportion to the distribution of the property company participants in the charter capital.