Liquidation of a public organization step-by-step instructions. Step-by-step instructions for liquidating a non-profit organization

N 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs” the following documents are submitted to the Department: 1. Notification of the start of the liquidation procedure of a legal entity in form RN 0005, approved by the Decree of the Government of the Russian Federation of April 15, 2006. No. 212 “On measures to implement certain provisions of federal laws regulating the activities of non-profit organizations” (in duplicate); 2. Notification of the formation of a liquidation commission with attached information about the head of the liquidation commission (liquidator) in form No. RN0006, approved by Decree of the Government of the Russian Federation of April 15, 2006 No. 212 “On measures to implement certain provisions of federal laws regulating the activities of non-profit organizations” (in duplicate); 3.

Liquidation of a non-profit organization

Important

The task of the PLB is to identify all items of financial activity and lead to the creation of a “zero” balance. During the liquidation process, it is possible to draw up several PLPs, depending on the duration and complexity of the procedure.

Full settlement The final settlement with creditors, personnel, participants, as well as payment of obligations incurred during the liquidation process, is made after submitting an interim balance to the Federal Registration Service. Based on the results of the calculations, the liquidation commission must draw up a liquidation balance sheet, all items of which are equal to zero.

If the organization does not have enough funds to cover all obligations, the enterprise can proceed to the procedure of selling property. Watch a video about the features of accounting for non-profit organizations Dismissal of personnel The liquidation commission decides to dismiss employees.
The protocol is endorsed by the founders.

How is liquidation of a non-profit organization carried out?

In the process of their functioning, non-profit organizations, like other legal entities, are often liquidated. However, due to the fact that NPOs have a different management structure and do not pursue profit-making as their goal, the procedure for terminating their functioning has a number of specific features.

• General information
• Procedure for liquidation of a non-profit public organization

This process is regulated by civil law, and the process itself can be carried out by the founders voluntarily or by court decision.
A non-profit organization (NPO) is an association formed to achieve certain goals of a social, civil or charitable nature, not related to making a profit (Article 2 of the Federal Law-7). If an NPO receives income, it is not distributed among its founders, but is spent on the purposes specified in the organization’s charter.

Liquidation of NPOs

Attention

Notification of the preparation of an interim liquidation balance sheet of a non-profit organization Stage 3 of liquidation After completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the founders (participants) of the non-profit organization or the body that made the decision to liquidate the non-profit organization. At stage 3 in accordance with Art. 21 of the Federal Law of 08.08.2001.

Liquidation of a non-profit organization, procedure and methods for closing an NPO

The procedure for liquidating a public association in the form of a public organization and social movement, a charitable foundation, a non-profit partnership, a private educational institution, an autonomous non-profit organization, an association of legal entities in the form of an association and union has a number of features depending on the organizational and legal form of the non-profit organization. Options for liquidation of various types of non-profit organizations are specified in the legislation of the Russian Federation on non-profit organizations.
These five ways to close a non-profit and public organization are not universal for any type of non-profit. Thus, the liquidation of a non-profit organization can be carried out in various ways.

Liquidation of LLC in 2017 - step-by-step instructions

The liquidation commission takes measures to identify creditors and receive receivables, and also notifies creditors in writing of the liquidation of the legal entity. After the deadline for submitting claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the property of the legal entity being liquidated, the list of claims presented by creditors, as well as the results of their consideration.
The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity. In cases established by law, the interim liquidation balance sheet is approved in agreement with the authorized state body.
At stage 2, the following documents are submitted: 1.

Liquidation of LLC

The announcement must be published in the “Bulletin of State Registration”. To do this, you need to submit the following documents to the “Bulletin”:

• Application form for publication (2 copies);
• Cover letter (2 copies);
• Decision on liquidation and appointment of a liquidator or liquidation commission;
• confirmation of payment for the publication (you can confirm it with a check or receipt).

• At this stage, you need to notify creditors of your decision to close the LLC. This is one of the most important stages for those companies that have been operating and have unfulfilled obligations and debts to creditors.

  Notification occurs as follows - each known creditor is sent a registered letter or a letter by courier, the letter must be with acknowledgment of delivery, because

Liquidation of LLC step-by-step instructions in 2017

Fill out Form P15001 online<< Заполнить Форму Р16001 онлайн <<

• Certificate of state registration (OGRN certificate);
• Certificate of registration with the tax authority (TIN certificate);
• Extract from the Unified State Register of Legal Entities;
• Charter;
• Founders' agreement (if there are several founders);
• Help about statistics codes;
• A copy of the passport and TIN number of the liquidator or all members of the liquidation commission, general director, participants of the legal entity;
• LLC Seal;
• Receipt for payment of the state duty for liquidation of the company (800 rubles).

Stages of LLC liquidation In this instruction, we want to highlight all the stages that must be completed in order to successfully liquidate a limited liability company.

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But in reality, this is absolutely not the case, because this process must be carried out competently, in strict accordance with the law. Dismissal of employees during the liquidation of an LLC is a very delicate moment, and in order not to earn additional headaches, it is in the interests of the entrepreneur himself to do everything so as not to break the law.

The Labor Code of the Russian Federation contains information on this issue, not so much information as precise instructions. Let's look at the process of dismissing employees of a liquidated LLC in more detail.

The Labor Code of the Russian Federation states that the employer has the right to dismiss all employees upon liquidation of the LLC, i.e. All categories of employees are subject to dismissal, and even those who are on maternity leave or vacation at the time of liquidation. Despite this, certain employee rights must be respected upon dismissal.

A notification of a decision to liquidate a non-profit organization is sent to the Office of the Ministry of Justice of the Russian Federation for the region of registration of the NPO (hereinafter referred to as the Office) in the form approved by Decree of the Government of the Russian Federation of April 15, 2006 No. 212 “On measures to implement certain provisions of federal laws governing activities of non-profit organizations”, with a protocol with the adopted decision on liquidation attached. In accordance with paragraph 3 of Article 18 of the Law, the founders (participants) of a non-profit organization or the body that made the decision to liquidate the non-profit organization appoint a liquidation commission (liquidator) and establish the procedure and timing for the liquidation of the non-profit organization. At stage 1, in accordance with Art. 20 of the Federal Law of 08.08.2001

Liquidation of a public organization step-by-step instructions

The procedure for the official liquidation of a non-profit organization by decision of the judicial authorities (arbitration court) on the basis of documents submitted by the Department of the Ministry of Justice is regulated by the Federal Law “On Non-Profit Organizations” and the internal regulations of the Ministry of Justice. Liquidation of an NPO by court decision is carried out without representatives of the non-profit organization. The Ministry of Justice may take the initiative to make a decision on the liquidation of an NPO if the non-profit organization does not actually conduct its statutory activities. Based on documents confirming the fact that there is no activity in an NPO, the court may decide to officially close the NPO and exclude the company from the register of existing legal entities.
The legislation defines subsidiary liability. Note: Public associations, as an organizational and legal form, include political parties, public institutions, public foundations, various social movements and public initiative bodies.

Info

The law also mentions the existence of foreign NPOs registered outside the state. The essence of the activity The main essence of creating a non-profit organization lies in activities whose purpose is not to generate profit and distribute it among the founders, owners or participants.

Liquidation of an NPO implies the absolute cessation of the existence of this organization without the possibility of transferring rights to it to another entity. After this procedure, the non-profit organization ceases to exist as a legal entity.

NPOs differ in their activities from other commercial legal entities, so liquidation has a number of features and differences.

Activities of a non-profit organization

NPOs are characterized by entrepreneurial activities, namely:

• service sector, production of goods;
• purchase and sale of company assets;
• implementation of rights related to property;
• contributions to business companies and partnerships;

With regard to profits, a non-profit enterprise is not distributed among the members of the organization, since it goes towards fulfilling the goals set when creating the NPO. Participants have the right to send their earnings to charitable foundations.

For public associations there is a territorial restriction on conducting business activities. This means that the organization must conduct its activities exclusively in one subject of the Russian Federation.

The variety of activities of NPOs can be divided into:

• activities carried out by the organization itself;
• activities carried out by creating and participating in commercial organizations.

Considering the second case, questions may arise about whether it would be legal for an NPO to participate in a business organization or buy its shares. Yes, it is legal if all profits are used for the purposes for which the non-profit organization was created.

For some types of NPOs, legislation establishes restrictions on entrepreneurship. By law, organizations are prohibited from drawing up and signing a joint work agreement (a simple partnership agreement) for the sake of entrepreneurial activity.

In a situation where profits from business activities are only sufficient to maintain the existence of the organization, and documents confirm that this is contrary to the charter, the NPO may be subject to inspection by the Ministry of Justice of the Russian Federation. The Ministry or other bodies have the right to demand in court that this organization be liquidated, since the goals set out in the charter are not being achieved.

From this we can conclude that even if the profit of an NPO is small, it is necessary to continue the activities for which the organization was created. Programs, promotions, events in this case will be held at the expense of participants or sponsors.

Decision to liquidate an NPO

In order to make a decision to liquidate the fund, it is necessary to submit an application to the court by the participants of the organization themselves. For other NPOs, they can also be liquidated through the courts. Having violated the law or the organization's charter, the NPO will receive a warning issued by the Ministry of Justice or a resolution calling for the elimination of problems from the prosecutor.

More than two warnings or submissions - the possibility of liquidating a non-profit organization through the court.

Step-by-step instruction

Liquidation of NPOs takes place in the following sequence:

• Creation of a general meeting to make a decision regarding liquidation;
• Search for a liquidator and his appointment. A person or group of persons () is appointed as a liquidator. After this, the meeting must be recorded and signed by the participants.
• Within three days, you must contact the registration authority and submit an application with form PH0005, minutes of the meeting, notice of the appointment of a liquidator or commission (form PH0006) and photocopies of the following documents: tax registration certificate, TIN, extract from the Unified State Register, documents, identification of participants, order for the appointment of an accountant, charter of the non-profit organization. This set of documents must be sent to the Ministry of Justice, the Social Insurance Fund and the pension fund. Next, the verified documents are sent to the tax office and the liquidation of the NPO begins.
• Creating a message for the “Bulletin of State Registration” about the termination of an NPO for all those interested in its activities. It is necessary to indicate contact information, addresses, debts and, most importantly, the name of the non-profit organization. This is necessary in order to be able to contact the organization and clarify complaints and problems. The liquidator or commission must keep documents about the publication of this information in the media, namely the publication number and the message itself.
• The next step is drawing up the ILB (interim liquidation balance sheet). It is necessary in order to consolidate all data on assets and liabilities. The balance is approved by the body that made the decision on liquidation. Drawing up a PLB will facilitate tax audits and systematize all data. The notification of the balance sheet is drawn up using form PH0007 and sent to the Federal Tax Service.
• Afterwards, you need to pay off creditors if you have any debts. Money is paid first to employees, then to funds and banks, individuals and legal entities. If there is insufficient capital, the liquidator has the right to sell the property of the NPO to pay off debts. The remaining property is divided by the organization's employees, or it goes to the state.
• Drawing up a liquidation balance sheet. If there are no debts, then it will be identical to the intermediate one.
• Next, the state fee is paid - 800 rubles for legal entities. The absence of this fee indicates bankruptcy.
• The penultimate step is that the NPO is excluded from the Unified State Register of Legal Entities. This is the most significant moment in liquidation. The registration authority must submit form PH0008 in the original, a protocol on the preparation of the liquidation balance sheet, a document confirming payment of the state duty, a court opinion, a registration certificate, and a document confirming the destruction of all seals of the organization. The entire package of documents is submitted by the liquidator.
• The liquidation of an NPO itself is carried out by court.

Liquidation of NPOs through the courts

As mentioned earlier, the decision on whether or not to liquidate a non-profit organization can be made by the participants, the registration authority, and the court. The last two cases involve forced liquidation. If the court makes a decision to terminate any actions, then this is mandatory.

The stages and procedure for liquidation are regulated by civil law, and decisions on further activities are made exclusively by the founders.

In cases where violations of the law have been established, or a legal entity is unable to repay the debt, the fate of the NPO is decided by the state, namely the court.

It is necessary to file a lawsuit to notify the court when its decision is necessary. This is not a commercial dispute, so the claim must come from a specially authorized person. If a right is violated, this person becomes the government authorities and the municipality. If the rights of creditors are violated, it should be done. In both cases, the legal entity is the defendant and must provide facts and evidence to refute the position of the plaintiff. After considering all the materials in the case, the court makes a decision.

When identifying violations by an NPO in relation to a creditor, the court can make one of two decisions:

• forcibly liquidate the organization;
• apply the first bankruptcy procedure;

The liquidation of a non-profit organization by a court is regulated by the norms of substantive and procedural legislation. In order to find out the grounds for forced liquidation, you need to refer to the Civil Code.

The Arbitration Procedural Code contains issues related to the content and filing of a claim, determining jurisdiction and consideration of a liquidation case. It also describes the rules on the basis of which decisions made are challenged. also disputes between legal entities.

Liquidation by the Ministry of Justice

Upon liquidation, an NPO is required to submit a package of documents to the Ministry of Justice. This will be followed, unlike the tax service, by an in-depth examination of the legality of the reasons for terminating the activity.

Price

As mentioned earlier, when liquidating a non-profit organization, you must pay a state duty in the amount of 800 rubles. This will be the only payment if the liquidation is carried out by the NPO itself. When highly qualified lawyers are involved, the price increases to one hundred thousand rubles in large cities and up to eighty in the regions.

Responsibility

The founder of a legal entity is not responsible for the obligations of the legal entity itself and vice versa - the general rule. But there are certain exceptions. For example, additional responsibility of NPO owners.

Employees of the organization bear a number of responsibilities: administrative, tax, civil and criminal. The principal officer is obligated to act honestly and reasonably only in the best interests of the legal entity he provides. (Clause 3 of Article 53 of the Civil Code of the Russian Federation) As a result, the manager bears full responsibility for costs, losses, damage caused to the organization (Resolution of the Tenth Arbitration Court of Appeal dated March 23, 2015 No. 10AP-18605/2014).

Challenging the unlawful liquidation of an NPO

Only legislation establishes the procedure for appealing a decision to liquidate an NPO. Persons interested in the activities of the organization have the right to appeal the decision in court. If the illegality of the decision is revealed, the state undertakes to pay the organization all costs and losses incurred. When making a decision, one should be guided not only by the law, but also by moral and ethical factors.

Consequences of liquidation of a non-profit organization

The main consequence is the cessation of any activities of the non-profit organization. If the procedure took place voluntarily, then this directly corresponds to the wishes of the participants to close the organization.

Another consequence is loss of property. As stated earlier, this will only happen if the capital of the NPO is insufficient to pay off debts and loans. In the event that liquidation occurs on the basis of a prosecutor's decision, the NPO will lose funds and the goals of its creation will not be achieved.

The result for all forms of liquidation will be the exclusion of the organization from the state register of legal entities.

You will need

• - notice of liquidation of a public organization in form RN0005;
• - notification of the appointment of a liquidation commission, as well as a liquidator of a non-profit organization in form RN0006;
• - protocol on liquidation and formation of a liquidation commission in two copies.

Instructions

Convene a general meeting of all participants in the public organization. At this meeting a decision must be made to close the business.

Within three days from the moment the decision on liquidation is made, notify the Federal Registration Service (registration authority) about this.

Form a liquidation commission and select a liquidator. Then publish an announcement of liquidation in the State Registration Bulletin.

Collect the documents necessary for the commenced legal process and send them to the registration authority. The package of documents must consist of a notification that a decision has been made to liquidate the public organization in form RN0005; notification of the appointment of a liquidation commission, as well as a liquidator in the form RN0006; protocol on liquidation and formation of a liquidation commission in two copies.

The liquidation commission must approve the interim liquidation balance sheet and send a notification to the registration authority that this document has been drawn up in form RN0007. The interim balance itself is also sent along with the notification.

Make all financial settlements with the organization’s creditors, having previously notified them of the start of the liquidation process.

After the liquidation procedure is completed, it is necessary to submit an application for state registration of a public organization in connection with its liquidation to the registering authority in two copies in form RN0008. One copy must be certified by a notary. Also, along with the application, a liquidation balance sheet, a receipt for payment of the state duty (originals and a copy) and the originals of the charter and certificate of state registration of the public organization are submitted.

Sources:

• Liquidation of a public organization

The saying “As you name a boat, so it will float” is extremely relevant for public organizations. The success of non-profit foundations depends on the selfless help of enthusiasts, and without a well-chosen name it is impossible to attract such people.

Instructions

When coming up with a name for a public organization, follow a few simple rules. Firstly, the name should not be too long or difficult to remember. Secondly, the name must clearly reflect the essence of the organization's activities.

Reflect the direction of its work in the name of the association. For example, “Society for the Assistance of (someone)”, “Fund for Support of (someone)”.

When creating a society that will include a certain social group, include it in the name (For example, “Military for children,” “Youth for hometown,” etc.).

If you were inspired to create a non-profit organization by an event, reflect it in the name. For example, “Memory Fund (Event)”.

You can also choose a different path. Refer to documentary sources. Look for people and organizations that have done similar things to you. Analyze the experience of your predecessors and act as successors of their work, reflecting this in your name (for example, “Foundation (society) named after (full name and regalia of a famous person).

But before completing the necessary documents, consult with lawyers. Find out whether your actions constitute a violation of copyright and related rights. You may have to fill out documents for a long time and go through many authorities, but as a result, your organization will gain fame and authority much faster thanks to such a significant name (of course, subject to fruitful work).

If you want to create a charitable organization and at the same time are a believer, then, after asking for a blessing from the church, you can name it in honor of one of the saints or in honor of a significant religious event. Many people who have done this note that the heavenly patron has more than once given them spiritual support in difficult situations.

Sources:

• name of public organization

Any organization can sooner or later cease to exist. The reasons for closure may be different: the business generates losses instead of profits; a tax audit was carried out, which revealed violations; dispute between directors of a company; debt of a company that is collected through legal proceedings. If you do have to close your organization, do it right.

Instructions

Close through formal liquidation. After your decision to close, a full tax audit will be carried out, stamps will be destroyed, company documents will be filed and archived. The only disadvantages of this method of closing are the duration (it will take from 6 months to 2 years) and the high cost, it will cost about 50 thousand rubles.

Reorganize the company, merge it with another, possibly larger one. When the corresponding entry is made in the state register, we can assume that the company is safely closed. The director of the company will have to terminate his powers and transfer them to a successor company. In this way, a company can be established in 3-4 months, and it will cost about 60 thousand rubles.

Get it notarized. Draw up a purchase and sale agreement and have it certified by a notary. The sale period is 2-3 weeks, the cost will be about 16 thousand rubles, plus notary expenses of 15-20 thousand rubles per person.

Sell ​​the company by increasing the authorized capital. This is a two-stage process. First, a new participant is introduced, and in the second stage, old participants are introduced. But before such a sale, re-registration must be carried out. The sale period will be 4-5 weeks, the cost will be about 42 thousand rubles. This method is good if the company has more than 1 participant.

Sell ​​the company by increasing the authorized capital with simultaneous re-registration and change. In this case, with a simultaneous change of participants, a change of the general director must also occur. The sale period will take 4-5 months. and will cost around 55 thousand rubles.

note

How to close a company. It would seem that what could be simpler than closing your own company? Closing a company begins with a meeting of the founders, where minutes of the meeting are drawn up, as well as a decision to close the company. Within three days, two notifications certified by a notary must be submitted to the tax authority about the closure of the organization and about the composition of the liquidators.

Helpful advice

A state body or local government body vested with such powers can submit a request to close such a company to the court. Makes full payments to creditors and closes the company's current account. The seal of the enterprise is destroyed. All documents related to the activities of the company are prepared for transfer to the State Archive, after which they are deposited there.

The State Duma of the Russian Federation adopted in the first reading a law regarding censorship on the Internet. According to it, officials will be able to close sites without a court decision. The supervisory authority is expected to be Roskomnadzor.

The State Duma is considering several bills that directly affect the Internet. Many experts call these laws harmful, and consider the most dangerous changes to the draft law “On the protection of children from information harmful to their health and development.” According to this law, officials are given the opportunity to close sites on the RuNet with prohibited information without trial. This type of information includes child pornography, drug propaganda, information that encourages children to commit life-threatening actions, etc. It is planned that Roskomnadzor will entrust the non-profit organization with monitoring sites with illegal information. After such sites are discovered, all information about them will be transferred to Roskomnadzor, which is obliged to warn the resource owner about the discovery of prohibited content. If within 24 hours the owners of the resource do not react in any way and do not delete it, then the telecom operator or hosting provider will be obliged to do this. It is expected that a register of pages prohibited for distribution will be created on the Internet, reflecting the introduction of blocking of Internet resources. But according to this version of the bill, the list of blocked resources contains a number of subjective evaluation categories. This gives the Internet public the right to talk about the threat of paralysis of a good half of the Russian Internet. Because blocking by IP addresses and domain names can lead to the prohibition of a number of bona fide resources. As has already happened several times. Ochir Mandzhikov, press secretary of Yandex, noted that the bill requires serious improvements, especially in terms of the procedure for implementing measures. It is necessary to involve leading industry experts in this and conduct public discussions.

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