Liquidation

Closing down of a company may be caused either by loss of the owners interest to their business or by its unprofitableness, or by legal and accounting mistakes undesirable to be discovered.

Closing down of business

There is a number of means to close down a company:

• Replacement of founders, director and chief accountant (advantages: it takes 5 days; disadvantages: it does not result in company exclusion from State Register)
• Conventional liquidation (advantages: company exclusion from State Register; disadvantages: full inspection of company bookkeeping that may lead to fines and hence, to unlimited liquidation procedure)
• Reorganization through merging or joining. It is the most optimum means of dissolution. A company is joined to another legal entity and ceases to exist (according to Civil Code RF, art. 57 and 58). A company may be a debtor even to budget. Nevertheless tax inspection is not stipulated in this case because of a new assignee. One gets IMNS Certificate on dissolution of a company, a letter from statistics authorities on company exclusion from State Register of legal entities. The procedure takes 2 months. During the whole reorganization period a company can continue its activity, make bank payments and etc.

List of documents needed for company reorganization through merging (i.e. joining)

1. State Registration Certificate
2. OGRN Certificate
3. Company Charter
4. Constituent Instrument (foundation decision)
5. Foundation Protocol
6. Amendments to Constituent Instrument (if any)
7. Registration Certificate in Tax authority
8. VAT Certificate (if any)
9. Paper from Regional Statistics Department with statistical codes
10. Notifications to insured from three non budget funds (FSS, PFR, TFOMS)
11. Seal
12. Bank requisites
13. Copy of the last balance sheet
14. Debts deciphering (filling in the form)
15. Copy of the order on director appointment on the registration date
16. Contact telephones

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