Liquidation of the company is a procedure that results in the termination of a legal person without the right to sell or transfer the company to third parties.
Liquidation is one of the existing forms of termination of a legal person. The liquidation of legal persons takes place without the possibility of transferring the rights and obligations of the company to third parties, in other words without succession. After liquidation, the company’s obligations and rights cease. In the process of winding up an enterprise, information about it is deleted from organizations such as the unified state register, extra-budgetary and budgetary organizations, as well as from the tax database.
Based on the reasons that led to the irrevocable abolition of the company, the process of liquidation of a legal person should be divided into two forms:
Forced liquidation of a company
This method of abolishing the company is considered the most difficult. It is used in cases where a legal person during its activity violated the legislation of the Republic of Moldova, and the legal characteristics of this legal person contradict the legal activity.
Most often, the method of forced liquidation of an enterprise is used when:
Financial reports and tax returns have not been submitted to the competent authorities;
The information specified in the official documentation contradicts the actual data. So, in USR an address of a company can be indicated, but in reality it can be in a completely different place. Another example: a company carries out unauthorized commercial activities.
Important information! Forced liquidation of a business can only be carried out if the court has ruled that it is not possible to correct and eliminate the infringements found in the operation of the legal person.
The process of forced completion of the company is carried out according to the following algorithm:
- The composition of the liquidation commission is formed. Such a commission has the right to personally manage the liquidated company.
- The interests of creditors are satisfied, movable and immovable property (if any) is distributed. In situations where a legal person does not have the resources to cover its own debts, the liquidation commission has the right to sell the property of the company and direct the proceeds to the repayment of debts.
- All authorities shall be notified of the dissolution of a particular legal person. The corresponding notification is sent to the tax service, USR, pension fund, etc.
- An interim and final balance sheet shall be drawn up.
- All the documents necessary for the complete and final dissolution of the company are collected.
- The interests of the dissolved company are represented at all court hearings.
- Unlike voluntary, the forced abolition of a legal entity takes about 1 month. In all other cases, the process can take two, or even three times as long. „CONTAUDIT-SERVICE” LLC will help you simplify this process as much as possible.
After all the dissolution procedures are completed and the company is completely liquidated, its head will receive a document confirming this with specific reasons.
Voluntary liquidation of a company
This form of abolition of a legal person is often used in two cases:
- The management company together with the members of the joint stock company take a decision according to which the company is recognized as unprofitable and unprofitable;
- Before opening the company, the manager presented the specific objectives that have been achieved so far. Consequently, it is decided that the subsequent operation of the company does not make sense.
- In this case, the legal person notifies the tax service of the decision to carry out a voluntary liquidation. This is the basis for setting up a special commission, which will establish obligations to carry out the abolition procedure.
It is possible to permanently close a company by voluntary decision under the following conditions:
- The company carries out activities that do not contravene the legislation of the Republic of Moldova;
- The legal person is not burdened with obligations related to the debt neither to the tax service nor to the creditors;
- The disbanded company completed all transactions. The group of founders and partners does not mind closing the company.