Service
A company is liquidated by resolution of its owners: after settlement with creditors, the remaining property is distributed among the participants or shareholders, and an entry on the liquidation is made in the Unified State Register of Legal Entities.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Timing and fees are indicative and are confirmed when the engagement is agreed.
Before the decision is taken, the organization's liabilities and property are assessed: outstanding settlements, current contracts and disputes affect whether the procedure is possible and how long it takes.
Ceasing operations does not in itself complete a liquidation. Completion requires the steps prescribed by law and an entry on the liquidation in the Unified State Register of Legal Entities.
The closure of branches and representative offices of Chinese companies and the liquidation of companies with Chinese participation fall under the China Desk service “Liquidation of a Company, Branch or Representative Office in Russia”.
For disputed claims, a legal position is developed and their effect on the continuation of the procedure is assessed.
If the property of an LLC or JSC is insufficient to satisfy creditors' claims, the rules on insolvency apply.
The outcome of the service is the work performed within the scope agreed with the client.
Liquidation
Challenge
The sole participant in a Russian LLC was a foreign company from a state committing unfriendly actions against Russia. The standard liquidation procedure could not be used: clearance from the Government Commission was required.
What was done
Clearance was obtained. The liquidation procedure was carried out from start to finish in compliance with regulatory requirements.
Division of a business
Challenge
The partnership was being terminated with a redistribution of assets. A direct division of the assets would have had significant tax consequences for both parties, so the exit structure had to be worked out separately.
What was done
The transaction structure was reworked in the light of the legal characterization of each operation and its tax consequences, while preserving the balance of the parties' interests.
Director's liability
Challenge
A former general director had caused losses to the company. There were many transactions, the structure was complex, the causal links were blurred, and the former director was counting on the evidence being impossible to gather.
What was done
The chronology of decisions was reconstructed, the link between the transactions and the loss was established, and the former director's bad faith was proven. The court awarded the damages in full, without any reduction.
Corporate dispute
Challenge
The majority participant systematically blocked the distribution of profits by voting at the general meeting. The company was generating income, while the minority participant received no share of the profits.
What was done
The general meeting's resolutions were challenged. A mechanism compelling the distribution of profits was implemented through the courts.
Relations between owners
Challenge
Advising on structuring the relationship between the partners of a company providing medical services. The corporate model had to be built around the specific features of an operating business.
What was done
The allocation of the owners' roles, the procedure for taking material decisions and possible scenarios for changes in the relationship between the partners were defined. An agreed corporate and contractual model was put in place.
Yes, if there is sufficient property to settle with creditors and the procedural requirements are met. Before liquidation begins, the liabilities and assets are assessed. If the property is insufficient, the insolvency rules apply.
The overall timeframe includes mandatory stages, including the period for creditors to submit claims, which runs from the date of publication of the notice of liquidation. The duration is also affected by settlements, disputes and registration actions.
The balance sheets are drawn up by the liquidator or the liquidation commission and approved by the body that resolved to liquidate the company. The legal side of the preparation is handled together with the accounts department: issues relating to creditors' claims and the corporate approval of the balance sheets are checked, and the necessary resolutions are prepared.
Reorganization changes the legal structure with legal succession. Whether it is suitable is assessed on the basis of the owners' objective and the composition of the property and liabilities. It is a separate procedure, which does not extinguish obligations to creditors merely because the structure has changed.
An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
