Registration, register changes, reorganisation and liquidation

What is happening

An owner is setting up a new company for a project with a partner: the form has to be chosen, the articles thought through and the shares allocated, with rules on exit and decision-making built in from the start so they do not have to be rewritten later in the middle of a conflict.

An existing company is changing its director and participants, moving office and adding business activities. Each step is simple on its own, but together they need the right sequence: resolutions, notary, applications, notifications to banks and counterparties.

The project is over and the company is no longer needed. The owner wants to wind it up properly, with no loose ends with the tax authority or creditors, rather than wait for it to be struck off with consequences for the owner personally.

What the law says

• Registration of legal entities and changes to the Unified State Register of Legal Entities are governed by Federal Law No. 129-FZ of 8 August 2001 "On State Registration of Legal Entities and Individual Entrepreneurs"; as a rule the tax authority completes registration within three working days.
• Federal Law No. 14-FZ of 8 February 1998 "On Limited Liability Companies" requires notarisation of most share transactions and of a participant's notice of withdrawal; decisions of the general meeting are certified by a notary or in another way provided for in the articles or by resolution of the participants under the Civil Code.
• If the tax authority finds that information on the address, director or participants is unreliable, a flag to that effect is entered in the register. If it is not removed, the company may be struck off as inactive, which carries risks for those who control it.
• Reorganisation takes the form of a merger, absorption, division, spin-off or conversion. Notice of it is published twice, one month apart, and under the Civil Code creditors may demand early performance or compensation for losses.
• Voluntary liquidation under the Civil Code involves a resolution to liquidate, notice to the registration authority, publication in the State Registration Gazette, a period of at least two months from publication for creditors' claims, and interim and final liquidation balance sheets.
• If the assets are insufficient to pay creditors, voluntary liquidation is not possible, and the company is wound up through proceedings under Federal Law No. 127-FZ of 26 October 2002 "On Insolvency (Bankruptcy)".

What we do

• We advise on the choice of legal form and structure and prepare the articles, resolutions, applications and agreements between participants.
• We prepare the documents for register changes: a new director, address, business activities, participants or share capital.
• We arrange notarisation and filing with the tax authority and follow up on the outcome.
• We deal with unreliability flags and refusals to register, preparing explanations, fresh filings or a complaint.
• We support reorganisations: the plan, transfer deeds, notices to creditors, publications and registration.
• We carry out voluntary liquidations from the resolution and publication through settlement with creditors and balance sheets to removal from the register.
• We remind you of the related steps: notifying banks, counterparties and licensing authorities and updating powers of attorney.

What we will need from you

• The constitutional documents, register entry sheets and current resolutions of the participants.
• Passport details and taxpayer numbers of the director and participants, if they are changing.
• Documents for a new address: a lease or a letter of guarantee from the owner of the premises.
• For reorganisation or liquidation: financial statements and information on creditors, debtors, open accounts and disputes.
• Details of any licences and permits that may need to be reissued.