The creditor's demand for liquidation is a sample. Liquidation order, list of creditors

When a legal entity is in the process of liquidation, it must pay off its debts. In such situations, of course, the founders are dreaming to get rid of the enterprise as soon as possible. However, there is a certain procedure for carrying out such a procedure, which provides for a number of actions. One of them is a publication on liquidation and notification of this to creditors. The latter, in turn, can not remain indifferent. The creditor's claim is being submitted for liquidation, a sample of which we will consider below.

Liquidation of the enterprise and its types

To such a decision come when the firm does not bring profit, and its continued existence seems meaningless. The enterprise can be liquidated on a voluntary basis, by a court decision or because it is declared bankrupt.

The first option is implemented when the founders themselves want to close the enterprise. The second option usually begins with a court decision. For example, there are errors in the constituent documents that have not been eliminated.

Bankruptcy can be a continuation of voluntary liquidation in the event that in its process it became clear that the organization is not able to satisfy the entire register of creditors' claims. Consider how these operations are carried out.

Voluntary liquidation

This procedure begins with a decision at the general meeting. If the liquidation issue or the liquidation commission (in large companies) is voted in favor of the liquidation issue for discussion, this fact is recorded in the minutes of the meeting. Further, an order for liquidation is created. In addition to the reasons for this decision, the order should reflect information on the composition of the liquidation commission. Since the publication of the document, its representatives receive certain duties. Employees of the company are fired and pay with them.

Basic liquidation order

The next step is to notify the tax authority. It is necessary to send decisions on liquidation, its procedure and the creation of a commission. In response, within five working days, a sheet with a record stating that the enterprise is at the liquidation stage is issued. After that, it is no longer possible to change the constituent documents in any way. A written application for a decision to liquidate an enterprise must be sent to the tax office within 3 days, or the organization will have to pay a fine.

Publication and notification of creditors

After the tax inspectors conducted the audit, and the organization received a document stating that no claims from the tax authority are available, the liquidation commission publishes the liquidation decision in the "Bulletin of State Registration". The information should reflect the timing of acceptance of claims from creditors, data on the liquidator or liquidation commission and other information on the case.

The Commission compiles a list of creditors, and each of them is notified of the fact that the company ceases to function. Then the creditors for their part can make claims to the organization. At this time, property inventory and valuation is carried out. The creditor's written request for liquidation is accepted. A sample of accounts payable is considered, after which it is decided whether to pay the claims or reject them.

Interim and final liquidation balances

An interim balance sheet is drawn up only when the time limit for accepting claims from creditors has expired. The document should contain information about the property after collection and repayment of arrears. The balance is sent to the registration authority along with a copy of the document on payment for publication of information on liquidation in the Bulletin, as well as the balance sheet and the list of creditor claims.

After the tax inspectors begin to make settlements with creditors. If necessary, a sequence is formed. If the funds for payment were insufficient, then they sell the property. The final liquidation balance is made after satisfying all creditor claims and settling disputable issues. The remaining property is distributed among the participants, after which an act is signed with the signatures of both the liquidation commission and the participants who have received the property.

The final stage

After this, documents for termination of activities are sent to the registration authority. They include:

• Registration card;
• registration certificate;
• Constituent documents;
• Final liquidation balance sheet;
• A certificate from the Pension Fund stating that the organization has no debts;
• Audit report on the correctness of the balance sheet;
• Notarially certified signatures of members of the Commission for liquidation of the enterprise.

If there are no claims to the package of documents in the tax authority, an entry is made in the USRLE on the termination of the activities of the legal entity. The constituent documents are stamped with the entry "invalid in connection with the liquidation" and issued to the representatives of the liquidation commission. The Registration Chamber issues a certificate of liquidation, a copy of which is sent to the tax and other state bodies in order for the enterprise to be completely disregarded.

Bankruptcy

This procedure is an extreme measure when a firm is liquidated because its debts were not repaid. The launched procedure can lead both to restoration of solvency, and to liquidation. A bankrupt enterprise is considered to be such when it does not fulfill its obligations within 3 months.

Legal relations are regulated by the Law on Insolvency. In accordance with it, the debtor himself, the competitive creditor or the authorized body, the bankruptcy petition of the debtor is sent to the arbitration court. It indicates information about the organization, the list of creditors and the amount of obligations.

Also should be reflected data on the debt to employees, the obligation to compensate for moral damage, all payments on labor relations.

Payments to public authorities are separately indicated. When accepting the application, the court appoints the temporary administrator. The latter carries out its activities under judicial control independently or jointly with the head of the organization. Liquidation is carried out after the bankruptcy proceedings were opened. Then a list of creditors is formed. The manager periodically informs his creditors about his activities. In the period of bankruptcy proceedings property transactions are banned, the executive times are considered to have come.

Alternative paths

Before liquidating an LLC or another form of organization, it's worth thinking about. In some cases, companies can gain and other ways, for example, reorganization. Such an action involves the transfer of all liabilities from the company to the assignee. Reorganization can be carried out in the form of merger, affiliation or transformation.

A merger is a merger of companies, after which a new enterprise is created. Joining involves the purchase of a liquidating company by another organization. Then the latter acquires a controlling stake. A transformation means a transformation of a company from one type to another. For example, a production cooperative can turn into an AO. Then all obligations, naturally, will pass to a new legal entity. Once popular was the liquidation through the sale of the company to dummies. However, such actions should be criminalized. Today, the sale of the company is possible through its liquidation through an offshore organization. The company will then cease operations as a result of a change in its participants. First, a non-resident company is introduced into the number of participants, after which the owner is withdrawn from the participants of the liquidated organization due to alienation of his share. The general director closes the settlement account, and the owner is now a foreign investor. At the end, the director is dismissed and makes the necessary changes to the Charter.

Protection of creditor rights

As it now becomes clear, the creditor's demand for liquidation, a sample of which you can see below, should be submitted to the liquidator or the liquidation commission, depending on who was appointed. We know that in the Bulletin information about the liquidation must be published for at least two months. In addition, a legal entity notifies well-known creditors. However, the latter is not always carried out, as some experts believe that a two-month publication is a notification. Therefore, in order to protect your creditor rights, you need to be alert and follow the publications.

As soon as it was noticed that the firm is being liquidated, the creditor must declare his claims in writing to the liquidator. If it becomes clear that the latter evades consideration of claims or refuses to satisfy them, then the creditor has the right, before the liquidation balance is approved, to sue the court in relation to the legal entity. Cash to creditors begins to be paid from the moment the interim liquidation balance is approved. There is a notion such as the queue of creditors' claims (we'll dwell on this below). The creditors of the fourth turn are being paid only a month after the balance sheet is approved.

If the claims are made after the deadline set for this by the liquidator, they will be satisfied with the property that will remain after satisfying the requirements that were submitted at the appointed time.

It turns out that compliance with the terms in this case is very important, since otherwise the liquidator can refuse to meet the requirements. If the requirements are justified, but the liquidator evades the obligation to deposit them in the creditors register, then there is always the right to apply to the court.

Priority of satisfaction of the claim

When liquidating, claims of creditors are satisfied in a certain order. The order is formed in accordance with Article 134 of the Law "On Bankruptcy". According to him, there are four lines.

• First of all, the payment is expected by individuals in respect of which there is responsibility for causing harm to health or life. This includes costs for moral damage, compensation for harmful acts and so on. So, for example, this group includes the injured party in an accident, where the culprit was recognized by the organization that formalizes the liquidation procedure or goes into bankruptcy.
• In the second turn, benefits will be paid, labor payment on labor and civil-law contracts, remuneration for author's contracts. In the process of liquidation contracts can be terminated, or workers will be reduced. Therefore, at this stage, all compensation and benefits must be paid in full.
• The third stage is repaid on budgetary and extrabudgetary stock debts, obligations secured by collateral are met within the limits of the funds received from the sale of property.
• By the fourth turn, the remaining creditors are equated.

Art. 64 Civil Code of the Russian Federation

According to this article, creditors' claims are executed in turn. It turns out that payments of the second stage can be made only after the funds are paid to the creditors that go first. True, there are exceptions. For example (according to Article 64 of the Civil Code of the Russian Federation), these are those organizations that belong to the third stage and provided funds against property collateral. If the company does not have enough money for a full payment, in this case the debt can be repaid by the property in the order of the fourth order.

The main right to property collateral is creditors of the first and second turn, because their right appeared before the conclusion of the contract. If neither money nor mortgaged property is enough to pay the debt, the remaining debt is distributed to all organizations that have somehow lent money. This rule is applied in the event that others were not found.

Let's consider the creditor's claim for liquidation. A sample document is presented below.

Actions of the creditor in bankruptcy

If during the liquidation process it is discovered that the company is unable to pay debts to all creditors, it is considered that the enterprise is bankrupt. The liquidator must file an application. But often he avoids this duty. Therefore, it is worth keeping in mind the cases when a creditor can file an application for bankruptcy in court. Such grounds are:

• Information on the insolvency of the debtor;
• Non-enforcement of compulsory execution within three months, if it turns out that the debtor does not have the property necessary to satisfy the claimed requirements.

Together with the application the creditor is obliged to attach a number of documents that would confirm the insolvency of the debtor. For example, the act of the bailiff that it is not possible to collect the funds is impossible, the documents returned from the bank unpaid, certificates that the money resources on the debtor's account are absent, the lender's correspondence about the need to fulfill obligations under the contract and other papers.

Conclusion

Thus, liquidation takes place and creditors' claims are satisfied. It is noteworthy that before eliminating LLC, JSC and other forms, it is worthwhile to explore other alternative ways. Perhaps they will be "bloodless" and help get out of business in a way that both the founders and creditors will be much more profitable.