Liquidation of a legal entity is a set of measures that leads to the exclusion of a company from the Unified State Register of Legal Entities. The incompleteness of the process can lead to serious consequences. For example, you will not be able to register a new commercial corporation. Sometimes the persons who own firms are content with putting the business into liquidation, and after that they forgot about its existence. This approach is completely wrong, because until the company is excluded from the register, it is not considered to have completely ceased its legal existence.
Stages of liquidation of legal entities in Belarus
Step 1. Selection of liquidators
Liquidation can be carried out by both a legal entity and an individual. To become a liquidator, you need to have a higher education and work experience as a manager or a leading specialist for at least three years. In accordance with the legislation, the company must have at least 3 employees who meet these criteria.
An important factor in determining a specialist for liquidation is the presence of debts. If a person has any obligations, then he cannot become a liquidator. In such a situation, it is recommended to conclude a contract for the provision of paid services with a licensed specialist.
Step 2. Decision on the beginning of liquidation of legal entities and individual entrepreneurs
This issue is within the competence of the founders. They must make a unanimous decision to launch the liquidation at one of the meetings. In order for this fact to be fixed from a legal point of view, a protocol is drawn up. This document should contain complete information:
- data of the person appointed by the liquidator;
- closing date;
- the order of actions and more.
The maximum period for which liquidation should be carried out is 9 months. If there is not enough time, you can take a delay of 3 months.
Step 3. Submission of an application to the registration authority
The liquidator appointed at the meeting of entrepreneurs personally applies to the registration authority. He must provide a statement in a certain form, as well as the consent of the founders for liquidation. This should be done within 10 days from the date of the decision to start the legal process.
Another important mission of the liquidator is the publication of the termination of the company’s activities on the website of the publication «Justice of Belarus». He should also contact creditors known to him. According to the law, the liquidator’s failure to fulfill his duties is punishable by subsidiary liability. However, practice has shown that it is almost impossible to prove the incompetence of a specialist in this matter. Therefore, corporate executives should individually monitor counterparties that are in the process of liquidation.
Step 4. Receipt of accounts receivable
When a commercial enterprise is closed due to liquidation, there is no continuity in respect of legal rights and obligations. Therefore, you need to understand that immediately after extracting data from the unified register, all accounts receivable of a person will be considered closed.
What to do in a situation when there is no desire to forgive debtors, but there is no opportunity to receive a penalty until the moment of exclusion from the state register? It is necessary to make the assignment of all debts to affiliated persons who will further influence the debtor.
Debts owed to a subsidiary organization may be withdrawn by the founder from economic management in accordance with the norms of Belarusian legislation.
Step 5. Receipt and processing of creditors’ claims
As a result of the work, the liquidator draws up a register containing data on creditors’ claims. Undeclared requirements are not entered in the table. While the liquidation of the legal entity is underway, creditors have 2 months to file claims. After the expiration of 60 days, the specialist summarizes the information received and draws up an interim liquidation balance based on the available assets. According to this summary, it is concluded that it is possible to pay debts to all creditors.
It is clear that the firm does not always have enough funds to satisfy the requests of all lenders. In such a situation, the employee responsible for liquidation must apply to the economic court with an application for declaring the enterprise bankrupt. Some businessmen believe that if there is a minor legal debt, it is not worth initiating a bankruptcy case. This is an erroneous opinion. An unsatisfied creditor’s claim, even for a few rubles, is the basis for entering a business into bankruptcy.
If the applicants’ claims are not satisfied, subsidiary responsibility is imposed on the representatives of the legal entity. Therefore, it is better to repay small debts at your own expense.
Step 6. Liquidation of the activity of a legal entity and passing inspections
The liquidation of a business involves passing a number of legal checks. It is necessary to confirm the immaculateness of the activity in several institutions:
- tax inspection;
- customs service;
- social protection Fund;
- other services that are provided by the inspection plan.
If confirmation is not received from at least one authority, the liquidation will not be considered completed. The legislation of our country provides for 6 months for verification.
An alternative to a desk check is to order audit services. What should I prefer for the fastest and highest quality liquidation? Here you need to focus on the timing. Persons who need to close the company quickly (up to 2-2.5 months) should hire an auditor. If the entrepreneur has enough time, he can wait until his turn comes. But it should be borne in mind that there are cases when the waiting period is six months or even more.
Choosing between tax and audit, also remember that the involvement of a third-party specialist entails financial costs. In addition, the tax inspectorate has the legal right to reject the audit report.
Of course, it does not make sense for a civil service inspector to reject a really high-quality work of an auditor, since this will create an additional burden on his department. However, sometimes such situations do happen. As a rule, the rejection of the report is explained by the liquidation of a high-risk enterprise. It can be concluded that when making decisions about the verification method, it is necessary to weigh a whole range of legal factors.
Step 7. Calculation of the balance sheet for the liquidation of legal entities in the Republic of Belarus
When all the creditors’ legal claims are satisfied, the remaining funds are distributed among the founders. Persons receive an amount proportional to the share. The next stage of liquidation is the preparation of the final liquidation balance sheet. It is approved by the founders and provides the basis for conclusions about the individual work of the liquidator. All lines of the register should reflect the lack of funds at the time of completion of liquidation.
Step 8. Sending documents to the archive
When the liquidation is almost completed, all received documents are handed over to the archival bureau. The list of papers may be different. But without fail there are:
- constituent documents;
- resolutions of the founders;
- personnel orders.
Separate archives provide services for the formation of files of liquidated commercial enterprises.
Step 9. Sending documentation for exclusion from the Unified State Register
Liquidation is completed by sending documentation to the Unified State Register in order to exclude data on the legal entity. The set of papers includes:
- registration certificate;
- the balance sheet on the results of the liquidation, signed by all responsible persons;
- a certificate of transfer of the case to the archive.
In the registration authority, the persons responsible for this issue control the availability and compliance of certificates from all services. If everything is in order and the liquidation has gone according to all the rules, a decision is made within a month to exclude data about the company from the Unified State Register.
Closing a business is not an easy matter. Therefore, we suggest seeking legal assistance from Borius Consulting.
What can we offer to clients who are interested in the liquidation of the enterprise?
Our specialists are ready to provide the following services:
- liquidation of a debt-free business;
- preparation of legal documentation for bankruptcy registration, support of the case in the economic court;
- assistance to the company and responsible persons in case of problematic issues that have arisen during the liquidation process.
Liquidation with Borius Consulting will take place quickly and safely.