Simplified procedure for liquidation of SMEs

Legal Digest News
The President of the Russian Federation has signed a law that simplifies the procedure for voluntary liquidation of companies representing small and medium–sized business entities.

Starting from July 1, 2023, in order to exclude small and medium–sized enterprises (SMEs) from the Unified State Register of Legal Entities, it is sufficient to submit to the tax authority (FTS) the decision of the participants of this legal entity and a statement on the termination of its activities. This means that in contrast to the generally accepted liquidation procedure:

  • 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 an application to the registration authority.
  • the term of liquidation is reduced – 3 months from the date of the founders' application for liquidation.

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 activity of a legal entity have been made, and desk audits have been carried out without revealing violations. The deadline for considering the statement by the Federal Tax Service and making a decision to exclude the company from the Unified State Register of Legal Entities is 5 working days from the date of receipt of the statement.

Please note that at the time of making the decision, the liquidated company has to meet a number of conditions:

  • presence in the Unified Register of Small and medium-sized business entities;
  • the SME is not a VAT payer or is exempt from paying it;
  • absence in the Register of information about incomplete settlements of the company with creditors;
  • absence in the Unified State Register of Legal Entities of information about the unreliability of the company and the initiation of bankruptcy proceedings;
  • absence of an unfulfilled obligation to pay taxes, fees and other mandatory payments;
  • the company's lack of ownership in the form of real estate and vehicles;
  • the company is not in the process of liquidation from the Unified State Register of Legal Entities by the decision of the registering authority.

In case of non-compliance with these conditions, the Federal Tax Service authorities send a notification about the impossibility of excluding the company from the Unified State Register of Legal Entities not later than 1 business day following the date of expiry of the decision-making period.

If the conditions were met and the Federal Tax Service authorities made a positive decision, then the organization has to publish information about the upcoming exclusion from the Unified State Register of Legal Entities in the State Registration Bulletin, as well as on the Fedresurs website, within 3 days from the date of making such a decision.

In the matters of the simplified liquidation of SMEs, please contact Acsour specialists. Our specialists will assist you at all stages of this procedure.