ABSTRACT

The legal basis for liquidating a legal entity is contained in Part 1 of the Russian Civil Code, where the grounds for liquidation are set forth, the responsibilities of the parties willing to liquidate are defined, the liquidation procedure is described, etc. Features of liquidation of a certain type of a corporate business entity are specified in special laws and acts of the executive authorities, especially the acts of the Federal Tax Service. Liquidation of a legal entity denotes its dissolution without transfer of rights and obligations to other parties by way of universal succession. Liquidation can be voluntary or compulsory. The liquidation procedure for a legal entity is stipulated in Articles 61 to 63 of the Russian Civil Code, Article 21 of the Law on State Registration, and involves several stages. Making a resolution on liquidation of a corporate business entity translates into maturity of obligations to creditors. Their claims are to be met in the order established by the Russian Civil Code. If the value of assets of a legal entity under liquidation is not enough to satisfy creditors' claims or there are signs of insolvency, such a legal entity shall be liquidated only through bankruptcy proceedings. After making the relevant entry in the Unified State Register of Legal Entities, liquidation of a legal entity is considered accomplished and a legal entity is deemed to be terminated. Removal from the Unified State Register of Legal Entities entails termination of the legal capacity of a legal entity. That is why creditors have special ways of protecting their rights. The Russian Civil Code stipulates that it is possible to do something about newly discovered assets of a legal entity removed from the Unified State Register of Legal Entities.