Company Liquidation in Russia

Company liquidation in Russia must respect several steps, depending on the type of procedure. To make sure you comply with them, you can rely on our local lawyers.

How can your lawyers help me in company liquidation in Russia?

Our Russian attorneys can structure and draft all the documentation related to the liquidation.

What are the types of company liquidation procedures available in Russia?

1. voluntary termination: in this case, the decision to close the company is made by the decision-makers;
2. judicial liquidation: in this case, a judge will rule on the closing of the company at the request of one or more creditors.

What are the grounds for voluntary company liquidation in Russia?

Some of the most common grounds are:

• termination of a business activity;
• end of life of the company, meaning the enterprise was created for a limited period from the beginning;
• the company no longer meets the requirements of the Company Law;
• the company no longer abides by the rules of its own statutory documents.

These are all legitimate reasons to file for company liquidation by the shareholders.

What are the conditions for court-ordered liquidation in Russia?

The following two scenarios are often met:

• the enterprise can no longer pay its debts, which will lead one or more creditors to petition for payment in court;
• shareholders disputes, where one of the participants in the company will file for company liquidation with a Russian court of justice.

What are the parties involved in company liquidation procedures in Russia?

• the founder(s) of the company;
• the company itself;
• the liquidator;
• various authorities, such as the Tax Department and the Trade Register.

What are the company liquidation steps in Russia?

The following steps must be taken in order to dissolve a company in Russia:

1. A thorough examination of the documents based on which the liquidation of the company was decided;
2. A verification of the company’s bank accounts and with the tax authorities;
3. Preparing the documents for liquidation and filing them with the Trade Register;
4. Publishing the decision to liquidate the company in the State Registration Bulletin (Vestnik gosudarstvennoy registratsii);
5. Closing the company’s bank accounts and announcing the liquidation.

What are the documents required to complete the company liquidation procedure in Russia?

The following documents must be prepared when dissolving a company in Russia:

• the articles of association, the charter and the bylaws of the company;
• a certificate issued by the Trade Register which must contain the date for starting the liquidation process;
• the statements and all the documents indicating the financial status of the company;
• the minutes of the shareholders’ meeting and declaration showing the decision to dissolve the company.

 Our attorneys in Russia can assist with the preparation of the documents required in case of company dissolution.

Who can act as a liquidator when closing a company in Russia?

In the case of voluntary liquidation, the liquidator is appointed by the shareholders and can be one of the directors of the company. In the case of judicial liquidation, the judge appoints the liquidator.

What are the obligations of a Russian company during liquidation?

• announce the liquidation and publish a notice in the State Registration Bulletin (Vestnik gosudarstvennoy registratsii);
• announce the creditors, employees, and other parties about the termination of activities;
• generate a provisional liquidation balance sheet;
• create and submit a report to the social fund;
• pay all the debts and distribute the remaining assets to the shareholders (if there are any);
• create the final liquidation balance sheet;
• submit the final liquidation balance to the Trade Register and Tax Authority.

Is there any simplified liquidation procedure in Russia?

Yes, there is. The procedure is available for dormant companies, meaning Russian businesses that have not engaged in any commercial activities in a period of 12 months.

Also:

• it must be recorded with the Register of SMEs;
• it must be exempted from VAT registration or payment;
• it must not be bankrupt;
• all its taxes with the local authorities are paid;
• all its dues to creditors are paid;
• it does not own real estate or vehicles;
• it is not subject to the standard liquidation procedure.

How long does it take to liquidate a company in Russia?

At least 6 months in the case of voluntary liquidation. In judicial winding-up, the process can take longer, depending on the complexity of the case.

For more details about the liquidation process, you may contact our law firm in Russia. Our Russian lawyers offer a wide range of legal services for investors who want to liquidate their companies.