Simplified procedure for excluding legal entities from the Unified State Register of Legal Entities

On July 1, 2023, Federal Law No. 249-FZ "On Amendments to the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" and Article 3 of the Federal Law "On Limited Liability Companies" (hereinafter referred to as the Law) came into force, simplifying the procedure for liquidation of legal entities classified as small or medium–sized business entities.

According to the rules introduced starting from July 1, 2023, in order to exclude a legal entity from the unified state register of legal entities (hereinafter referred to as the USRLE), it will be enough to submit to the registration authority the decision of the participants of this legal entity and a statement on the termination of its activities.

The registration authority will have to make a decision on the upcoming exclusion of a legal entity from the USRLE within five working days from the date of receipt of the statement, if the following conditions are simultaneously met with respect to the legal entity at the time of making such a decision:

  1. a legal entity is included in the register of small and medium-sized business entities;
  2. a legal entity is not a VAT payer or is exempt from its calculation and payment;
  3. The USRLE does not contain information about a legal entity with respect to which an entry of their inaccuracy has been made;
  4. there is no information in the registration authority about the presence of incomplete settlements with creditors by a legal entity;
  5. a legal entity does not have an unfulfilled obligation to pay taxes, fees, other mandatory payments, and also does not own real estate and vehicles;
  6. a legal entity is not in the process of liquidation, reorganization, exclusion from the USRLE by the decision of the registration authority;
  7. there is no information about the initiation of proceedings on the bankruptcy of a legal entity in the registration authority.

If the registration authority has received a judicial act or an act of a bailiff and executor of justice containing a prohibition on certain registration actions by the registering authority, then it will also not be possible to exclude a legal entity.

In case of non-compliance with at least one of the above conditions, the registration authority, not later than one working day following the date of expiry of the decision on the upcoming exclusion, notifies the applicants of the impossibility of exclusion from the USRLE, indicating the reasons.

As for the statement for termination of the activity of a legal entity, it can be submitted to the registration authority through a notary, or in the form of an electronic document signed with an enhanced qualified electronic signature of the participants of the legal entity.

In the application itself, it is necessary to confirm that settlements with creditors have been completed, all payments provided for by the employment legislation of the Russian Federation for employees dismissed in connection with the termination of the activities of a legal entity have been made. A legal entity, not later than one working day before the day of its exclusion from the USRLE, has to fulfill its obligations to submit reporting documents provided for by the legislation of the Russian Federation, as well as on paying taxes, fees and other mandatory payments in accordance with the legislation.

Within three days from the date of the decision by the registration authority, the applicant has to publish in the journal "State Registration Bulletin", as well as on the website "Fedresurs" information about the upcoming exclusion of a legal entity, as well as information about the procedure and terms of objections to the upcoming exclusion by creditors or other persons whose rights and legitimate interests are affected in connection with this.

Objections to the exclusion may be sent to the registration authority by the above-mentioned persons not later than three months from the date of publication of the decision on the upcoming exclusion. Upon expiration of this period, the registration authority makes an entry on the exclusion of a legal entity from the USRLE.

According to the Law that has entered into force, as with the voluntary liquidation procedure, the above-mentioned persons have the opportunity to appeal the decision of the registration authority to exclude a legal entity from the USRLE within one year from the date when they learned or should have learned about the violation of their rights.

The innovations in the Law significantly simplify the procedure for terminating the activity of a legal entity, thus in contrast to voluntary liquidation:

  • the new procedure does not require the appointment of a liquidator or a liquidation committee;
  • it is not required to submit interim and final liquidation balance sheets to the registration authority;
  • dismissal of employees, submission of certificates to state authorities on the absence of arrears, submission of necessary reports on dismissed employees is made before submitting a statement to the registration authority.

Therefore, in connection with the adoption of this Law, legal entities that are small and medium-sized business entities will be able to terminate their activities within the shortest possible time and with minimal expenses.

It is also worth remembering that these innovations have just entered into force and there is no practice of their application, therefore, during the implementation of the procedure for the exclusion of a legal entity, "pitfalls" may be identified. Acsour is ready to assist in the support of the procedure for the exclusion of a legal entity from the USRLE at all its stages.