Liquidation of a Company in Russia

Liquidation of a company in Russia may seem to be a tricky and complicated process. In order to help companies learn more about the whole process and be able to estimate possible time frames, please see below a liquidation plan for an LLC in Russia (OOO) with Konsu, which consists of 11 steps.

Contents:

1. Examination of the company’s documents

Receiving (obtaining missing documents from authorities, if any) the copies of the constitutive documents of the company (the copy of the charter, certificates, an extract from EGRUL on the current date) and examining the company’s charter, the status of financial documents, and any outstanding debts.

Expected completion time: 1 week.

Responsibility: Client/Konsu

2. Checking the situation with the bank

Seeing what bank the company has accounts in, who has the right to sign documents and receiving a bank statement.

Expected completion time: 1-2 weeks.

Responsibility: Konsu

3. Checking the situation with taxation

Preparing all missed declarations to tax authorities and social funds (if any). Information on possible penalties from the tax authorities and social funds will be received in this step.

Expected completion time: 1 month.

Responsibility: Konsu

4. Starting procedure of liquidation

Preparing documents which are needed to start the procedure of liquidation: the decision of shareholders about liquidation and the nomination of liquidator (Chairman of the liquidation committee), POA’s and forms for the tax authorities. All documents will be sent to the client for signing in the Russian language with a translation into English

Expected completion time: 1-2 weeks.

Responsibility: Konsu – preparing documents /Client – signing documents

5. Filing documents with the registration authority

Translating apostils and filing documents with tax authorities. If everything goes as planned, in seven days the registered documents will be received and the official procedure of liquidation starts.

Expected completion time: 2-3 weeks.

Responsibility: Konsu

6. Changing the bank signature card

Changing the bank signature card so that the rights to sign bank documents goes to the liquidator. After this step, the former general director has no powers within the company.

Expected completion time: 2-3 weeks.

Responsibility: Konsu

7. Publishing information about the start of liquidation

Organizing the publication of information about the start of the liquidation in a special official magazine.

Expected completion time: 2-3 weeks for preparing + 2 months.

Responsibility: Konsu

8. Preparing 2-nd set of liquidation documents, 2 months after official publication

Preparing the shareholders decision on the confirmation of the preliminary liquidation balance, special form and a notarized letter of authority. Preparing the preliminary liquidation balance.

Expected completion time: 2-3 weeks.

Responsibility: Konsu – preparing documents /Client – signing documents

9. Tax checking of company

Tax check of company, some additional penalties may be issued in this step by the authorities. Completing reconciliation with the tax office and social funds.

Expected completion time: Depends on tax authorities and social funds approach

Responsibility: Konsu

10. Preparing the 3rd set of liquidation documents

Preparing the liquidation balance, the shareholders decision on confirmation of the liquidation balance and final liquidation of OOO, certificate from a pension fund and also the special form. Seven days after paying the liquidation fee and filing the set of documents the OOO will be excluded from the State register.

Expected completion time: 2-3 weeks.

Responsibility: Konsu – preparing documents /Client – signing documents

11. Closing of bank accounts

Preparing the set of documents according to bank rules.

Expected completion time: 2-3 weeks.

Responsibility: Konsu

Please note that the above is a general liquidation schedule and should be adjusted on a case by case basis, depending on the actual circumstances. The plan of liquidation includes also other procedures as statutorily required.

We are glad to offer you our Russia-based company liquidation services. We have operated in Russia since 1992 and our team in Moscow and St. Petersburg employs around 200 professionals ready to provide our clients with legal & financial administration services in the best way.