Closure of a private unitary enterprise in Belarus

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  1. Checking the coordination plan
  2. We make a decision on liquidation
  3. We fire workers
  4. Submitting an application for liquidation
  5. We publish information about liquidation
  6. Notify the bank
  7. We carry out an inventory
  8. Notifying creditors
  9. Carrying out inspections
  10. We settle with creditors
  11. We transfer the property to the owner
  12. Closing private unitary enterprise accounts in the bank
  13. We transfer documents to the archive
  14. We submit information about the end of liquidation
  15. Exclusion from the USR

In addition to knowing "how to open a business," it is important to have an idea of ​​how to legally close a business. The legislation provides for a certain procedure for the liquidation of a legal entity. Below is a detailed step-by-step instruction on liquidation of a private unitary enterprise by the decision of the owner. On the site you will also find samples of the required documents. 

Step 1. Check if your company is in the coordination plan of control activities

 

Until 2019, there will be no inspections within the framework of the coordination plan.

This step is preparatory.

Many people forget about this step, but these are the actions that should be taken in the first place, because under certain circumstances, the entire liquidation process may take a long time, and the point in time that should have put an end to the legal termination of your business may be postponed indefinitely.

What is a coordination plan? According to the requirements Decree of the President of the Republic of Belarus dated October 16, 2009 No. 510 "On improving control (supervisory) activities in the Republic of Belarus" for each half-year in the Republic of Belarus, coordination plans of control (supervisory) activities are formed. In fact, the coordination plan is a list of organizations, in respect of which the authorized government agencies will be audited within the time frame specified in the plan.

If your organization is included in this list, it is possible only to start the liquidation process, but it cannot be completed before the scheduled inspection. In practice, this means that there will be a detailed double check of the entire period of activity.

You can get acquainted with the coordination plan for the next six months on the website of the State Control Committee of the Republic of Belarus. The document in question (for the city of Minsk and regions) is publicly available on the Internet and is available at the link: http://www.kgk.gov.by/ru/coordination-plans-ru/.

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Step 2. The owner makes a decision on liquidation

The decision to liquidate a private unitary enterprise must be formalized by the decision of the owner of the private unitary enterprise and signed by the owner himself.

What is important to include in a liquidation decision?

First of all, the owner in the decision on liquidation must indicate the following:

  • appoint a liquidation commission (liquidator);
  • clearly distribute responsibilities between the chairman and other members of the liquidation commission (if the owner has appointed a liquidation commission), if a liquidator is appointed, there is no need for this action;
  • establish the procedure for liquidation, and also do not forget to indicate the time frame in which the liquidation must be carried out. The liquidation period under the current legislation cannot exceed 9 months, with the right to extend it up to 12 months.

The liquidation commission (liquidator) is a person (persons) to whom, from the day of their appointment, the owner transfers the management of the company's affairs, including the powers of the head of the organization. It is the liquidation commission (liquidator) on behalf of the private unitary enterprise that will resolve all liquidation issues.

The owner himself or even the director of the company can act as a liquidator. But here lies a couple of nuances, ignorance of which can subsequently lead to negative consequences. The fact is that these persons cannot always act as the liquidator of their company: for example, if the company has debts to creditors, the chairman of the liquidation commission (liquidator) cannot be appointed a person who is the founder or head of this organization.

In practice, there are cases when, at the stage of making a decision on liquidation, there was no information about the company's debt to creditors. The founder or director was appointed as the liquidator, and later the company began to receive claims from creditors containing information about the debt owed by the private unitary enterprise to counterparties.

What should be done in such a situation and is it necessary to take any action?

Answer: yes, if an organization in the process of liquidation is found to have a debt to creditors that was available, but for objective reasons was not revealed at the date of the decision on liquidation, the founder of the company (owner) no later than 1 month from the date of discovery of such debt must replace the chairman of the liquidation commission (liquidator), if the founder himself or the head of the legal entity to be liquidated has been appointed as such.

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Step 3. We fire employees

Note that the step under consideration is numbered "3" conditionally, since it is possible to start dismissing employees both before the decision on liquidation is made (however, only options "1" and "2" described below are applicable here), and during liquidation procedures (all three options are possible). If necessary, employees can carry out their labor activities during the liquidation procedures.

But as practice shows, the issue of termination of labor relations between the company and its employees should not be put on the back burner. The sooner you fire workers, the lower your salary costs.

It is important to dismiss employees in strict accordance with the requirements of the law (in order to avoid further appeals of employees to the court demanding reinstatement at work), while doing this with minimal costs for the company.

Here are the options.

  1. The best option.

The ideal option for the employer is a situation when the employee is explained that the founder (owner) made a decision to close the business for one reason or another, and the employee will understand this and agree to terminate the employment contract (contract) by agreement of the parties (Article 37 of the Labor Code Of the Republic of Belarus - hereinafter referred to as the TC). Upon termination of an employment contract (contract) by agreement of the parties, in the wording of the dismissal entry in the employer's order of dismissal, as well as the employee's work book, a reference to clause 1 of Part 2 of Article 35 of the Labor Code must be made.

More information about dismissal by agreement of the parties can be found in our respective instructions, it also contains all the necessary documents for this dismissal option.

  1. "Expectant" option.

If you have a contract with an employee, and the employee refuses to terminate it by agreement of the parties, you can take the path of less resistance and just wait for the expiration of the contract, and then not renew it.

This option is good when the contract with the employee is about to expire.

Otherwise, if the employer is not ready to wait and does not want to delay the liquidation of the company, you can resort to the "legal" option.

You can read more about dismissal due to the expiration of the employment contract (contract). here, right there and all the necessary documents.

  1. "Legal" option.

Let's make a reservation right away that all of the listed options are legal. We named the third option so because it is provided for by law specifically for the case of the liquidation of an organization. This option is the most correct from the point of view of observing the rights and interests of the employee, but not the most profitable for the employer, because provides for the payment of certain compensations to employees for early termination of employment.

The fact is that paragraph 1 of Article 42 of the Labor Code provides for the right of the employer to terminate the employment agreement (contract) with the employee in the event of the liquidation of the organization, but certain conditions must be met.

- The employer is obliged to notify the employee in writing about the upcoming dismissal at least 2 months before dismissal. In practice, the employee is familiarized with the notice of dismissal, which the employee signs, thereby confirming the fact of familiarization.

Warning of an employee about dismissal in connection with the liquidation of a private unitary enterprise

Before the expiry of the warning period, the dismissal of the employee without his consent is not allowed, the employer provides the employee for a specified period of one free day a week (without saving salary) to look for work.

But in order to speed up the dismissal, the employer has the opportunity, with the consent of the employee, to replace the warning of the upcoming dismissal with monetary compensation in the amount of two months' average earnings.

Order to replace the notice of dismissal with monetary compensation

- Next, the employer issues an order to dismiss the employee in connection with the liquidation of the organization

- Enters a record of dismissal in the work book.

On the day of dismissal of the employee, the employer makes a full payment with him.

In addition to the salary and other payments due to the employee, it is important not to forget about the severance pay, which is paid to the employee in the event of dismissal due to liquidation. The size of the severance pay is at least three times the average monthly salary.

As you can see, it is the size of the severance pay for an employee dismissed in connection with liquidation that makes the third ("legal") option the most expensive for an employer. However, it provides an opportunity to early dismiss an employee, even if the employee is against.

You will find the necessary documents for dismissal upon liquidation here.

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Step 4. Notify the registration authority of liquidation

We do this no later than 10 working days from the date of the decision on liquidation.

Chairman of the liquidation commission (liquidator) liquidation statement with the attached documents to the registration authority.

This is done by personal appeal.

Who can apply:

  • the chairman of the liquidation commission (liquidator);
  • or a person authorized in accordance with a power of attorney to act on behalf of the chairman of the liquidation commission (liquidator).

What package of documents we represent:

  1. liquidation statement;

Application for liquidation of private unitary enterprise

In the application, we indicate information about the procedure, as well as the timing of liquidation, indicate the composition of the liquidation commission and its chairman (in the case of appointing a liquidator, we indicate only the liquidator).

The liquidation statement must be signed by the chairman and members of the liquidation commission (in case of appointment of a liquidation commission) or the liquidator (in case of appointment of a liquidator).

  1. liquidation decision.

If the decision on liquidation is in a foreign language, we additionally translate it into Belarusian or Russian (the translator's signature is notarized).

What does the registration authority do with these documents and why does it need them?

The registering body, no later than the next working day, submits information to the Unified State Register of Legal Entities and Individual Entrepreneurs that your company is in the process of liquidation (you can check it on the website http://egr.gov.by/egrn/index.jsp?content=Find, in the column "Status" the entry "Is in the state of liquidation" is entered).

Moreover, the registering authority sends to all interested authorities a notice of the beginning of the liquidation procedure for your company: Ministry of Taxes and Tax Collection; customs; FSZN; Belgosstrakh; territorial archives of local executive committees.

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Step 5. We publish information about the liquidation on the website http://justbel.info/

All the information you need can be found on the website http://justbel.info/pages/liquidation-info .

Procedure:

  • we pay for the ad placement.

The cost of the ad is 9 (90) BYN. rubles (with VAT 000% inclusive).

This can be done at any bank or post office.

Payment details below:

Institution "Editorial office of the journal" Justice of Belarus ", UNP 101473130

220004, Minsk, st. Kalvariyskaya, 1/1, room 703

Account 3015000000873 in JSC "ASB Belarusbank",

Code 153001795

220089, Minsk, Dzerzhinsky avenue, 18.

  • we fill out an application for publishing information about the liquidation of your company:

There are 3 ways to send an application:

  1. fill out an application online: https://justbel.info/liquidation/makerequest (do not forget to indicate the number of the payment order (cash register receipt, receipt);
  2. fill out an application in doc format.

Application for publication of an announcement of liquidation for legal entities

and send it along with a copy of the receipt using one of the specified communication methods:

- fax: + 375 17 306-53-69, +375 17 200-02-46;

- e-mail: justbel@tut.by;

- mailing address: 220004, Minsk, st. Kalvariyskaya, 1/1, room 703.

  1. come to the office in person and fill out the application form on the spot.

Address: Minsk, st. Kalvariyskaya, 1/1, room 703.

The information will already be on the journal's website no later than 18-00 of the next working day.

The information about the liquidation posted on the journal's website will later be published in the next issue of the supplement to the legal scientific-practical journal “Justice of Belarus”.

Is it possible not to publish information on the site?

Answer: no, publication is required, because information on liquidation posted on the journal's website will confirm the fact of their publication when the registering authority makes a decision to make an entry in the USR on the exclusion of your company from it.

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Step 6. We inform the bank serving your company

Within 1 month from the date of its appointment, the liquidation commission (liquidator) must:

  • notify the bank of the transfer of the rights of the head of the organization to the liquidation commission (liquidator) and the need to amend the card with samples of signature and seal imprint;
  • issue a new card with samples of signatures and seal impressions.

This requirement is enshrined in Part 4 of Art. 200 of the Banking Code of the Republic of Belarus.

Why do you need to notify the bank and issue a new card?

The fact is that if this is not done, the bank may refuse to execute the account holder's documents for making settlements up to the issuance of a new card with sample signatures and a seal imprint.

The list of documents required to re-register the right to use the account for the liquidation commission (liquidator) is established by each bank independently, therefore, to clarify the required list of documents, we recommend contacting your servicing bank.

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Step 7. We carry out an inventory

When an organization is liquidated, an inventory is required. An inventory is carried out before the liquidation balance sheet is drawn up.

Based on the results of an inventory of the company's assets and liabilities, the amount of accounts payable is determined.

 

Step 8. Notifying creditors

Information about the liquidation has already been published on the website www.justbel.info. Creditors have 2 months from the date of publication of the publication to file claims against your company.

But the publication of information about the liquidation of the organization is not enough. The company in liquidation must additionally notify your creditors of this fact in writingand also create register of creditors' claims.

It would seem, why else should you additionally notify creditors of liquidation?

The fact is that such an obligation is provided for by part 3 of paragraph 1 of article 59 of the Civil Code of the Republic of Belarus. And there is logic here, because it is quite problematic for creditors to constantly monitor the site in order to identify all counterparties that go into liquidation. Actually, in order for creditors to learn about the liquidation of their debtors in a timely manner, legislation and provides for the obligation to notify creditors about liquidation in writing. In practice, this obligation is often violated by liquidators. However, here one should remember about the risk for the liquidator to be brought to subsidiary liability if it is proved that he knew about the existence of the creditor, but did not notify him, completing the liquidation with an exception from the USR.

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Step 9. Conducting inspections by authorized bodies

We have already said in Step 3 that the Ministry of Justice sends a notification of the liquidation of your company to all interested bodies.

Within 30 working days from the date of receipt of such a notification, the interested authorities send to the registering authority a certificate of the absence of debt:

  1. tax authorities - a certificate of the presence (absence) of debt to the budget;
  2. FSZN - a certificate of the presence (absence) of debt to this Fund;
  3. customs authorities - a certificate on the presence (absence) of debt to the budget and information on the presence (absence) of obligations that have not been terminated to the customs authorities;
  4. Belgosstrakh - a certificate of the presence (absence) of debt on compulsory insurance against industrial accidents and occupational diseases.

Most often, after the expiry of the above period, the inspection authorities, especially the tax authorities, provide information about the impossibility of issuing the relevant certificate. Thus, this term is essentially declarative, formal. So how long can a liquidation check take? In practice, as much as you like, but it is worth remembering that if the check is not carried out within 6 months from the moment the relevant authority receives the notification from the registering authority, your company has the right to demand exclusion from the USR without such a check.

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Step 10. We settle with creditors

2 months after the publication of the announcement of liquidation, when the period for filing claims by creditors has expired, an interim liquidation balance sheet is drawn up. When compiling the interim balance sheet, inventory data in connection with liquidation is used, and in terms of accounts payable - data from the register of creditors' claims.

The liquidation commission (liquidator) makes payments to creditors in accordance with their priority. It should be remembered that payments are made only to creditors included in the register based on their claims. The exception is arrears in obligatory payments, which are payable on the basis of the balance sheet data, as well as audit reports. Settlement with creditors duly notified of the liquidation, but did not submit claims, is illegal.

After settlement with creditors, the final liquidation balance sheet is drawn up. All liquidation balances are signed by the liquidator and approved by the general meeting of participants. The final liquidation balance must be zero on all counts. Therefore, one can not be mistaken in saying that all liquidated companies have the same liquidation balance sheets. However, the presence of zeros in the balance sheet must reflect the accounting reality, for which the liquidator and founders are responsible. 

If it is impossible to settle accounts with creditors on the basis of the data of the interim liquidation balance sheet, the liquidator is obliged to submit a bankruptcy petition to the economic court within a month. The consent of the founders to submit such an application is not required if they have approved the appropriate liquidation balance sheet, reflecting information about the insolvency of the company.

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Step 11. The remaining property (including cash) is transferred to the owner

All the property of the private unitary enterprise remaining after settling with the creditors is transferred (read, returned) to the owner of this property, which is the founder of the private unitary enterprise. 

Step 12: closing accounts with a service bank

Banks independently establish a list of documents required to close accounts in the event of an organization's liquidation.

To clarify the required list of documents, we recommend contacting your servicing bank.

* If you skip this step, the tax inspectorate will independently send an order to the bank to close accounts after the exclusion of the private unitary enterprise from the USR. 

Step 13. We transfer the documents to the archive of the local executive committee

Before submitting the final package of liquidation documents to the registering authority, it is necessary to transfer a large package of documents to the archive. And this task is by no means as easy as it might seem at first glance.

Reception and storage of documents of liquidated organizations is carried out by territorial (city or district) archives of local executive committees. It is there that we must transfer the constituent documents of the company, as well as documents on the personnel, confirming the length of service and the remuneration of employees.

Let's take a look at the example of the city of Minsk. In Minsk, liquidated organizations must submit documents to the State Institution “Minsk City Archives”.

Below is a list of documents to be transferred to the Minsk City Archives:

  1. Organization creation documents (only the Charter, a copy of the registration certificate, changes and additions) - all editions;
  2. Documents on the liquidation of the organization (only the decision on liquidation, liquidation balance sheet) - copies can be made;
  3. Accounting (financial) statements, incl. explanatory note (only annual balance sheets);
  4. Statistical reports on the main areas of activity (only annual), except for the Federal Tax Service and Belgosstrakh;
  5. Founder's decisions;
  6. Orders for core activities (only on structural changes in the organization, on accounting policies along with accounting policies, on the introduction of the staffing table)
  7. Staffing tables;
  8. Orders for personnel (only admission, relocation, dismissal, foreign business trips, bonuses, parental leave, changes in official salaries);
  9. Personal payroll accounts or payroll payroll or payroll payroll or payroll book;
  10. Personal cards of dismissed employees (form T-2) (only if fully completed);
  11. Personal files of dismissed employees (only if they were formed in accordance with the "Instruction on the procedure for the formation, maintenance and storage of personal files of employees" dated 03.2004 No. 2);
  12. Unclaimed work books (only those that have been filled in, you do not need to hand over clean books).

Let's make a reservation right away, to give all the documents "as is", i.e. collecting them in even piles and putting them in one large box, it will not work. Because documents are handed over to the archive, you will have to "sweat" over the registration of cases (documents are formed into cases within a year and are arranged in chronological sequence, cases are filed with threads in four punctures in a cardboard folder, taking into account the possibility of free reading of the text of all documents and dates ... etc. . etc.).

For the preparation of documents for submission to the archive on a contractual basis, it is possible to involve the employees of the archive on a paid basis.

So, having followed all the instructions and preparing all the necessary documents, we transferred them to the archive, and the archive accepted all the cases from us.

Now you, with a sigh of relief (especially if you prepared the documents yourself), proceed to the next, decisive step.

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Step 14. We submit information to the registering authority about the end of liquidation

The liquidation commission (liquidator) shall submit to the registering authority:

  • organization stamps (or information about the publication of announcements about their loss - if the stamps were lost);
  • liquidation balance sheet;
  • The balance sheet is signed by the members of the liquidation commission (liquidator) and approved by the owner of the private unitary enterprise;
  • the original of the certificate of state registration of the private unitary enterprise (or the statement of the founder of the private unitary enterprise about its loss with the attachment of information about the publication of the announcement of the loss - if the original is lost).
  • the relevant archive provides information on the deposit of documents, including personnel, confirming the length of service and remuneration of employees of a business entity.

What's next?

On this, all the actions on your part have been completed, all the documents have been submitted, it remains only to wait for the decision of the registering authority, which, within 1 working day, asks the archive whether all documents have been deposited. In turn, the archive within 3 working days must give a response to the registration authority to the request received. You can simplify the task by providing help from the archive yourself.

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Step 15. The registering body decides to make an entry in the USR to exclude your private unitary enterprise from it

So, the company has no debt. All necessary documents have been provided. СThe corresponding archive contains information about the deposit of documents.

And now the registering authority has no choice but to:

  1. make a decision to make an entry in the USR to exclude your private unitary enterprise from it;

It can take up to several weeks between the execution of the actions specified in step 14 and the adoption of this decision;

  1. submit information to the Ministry of Justice to be included in the USR;
  2. report the liquidation to the tax authorities, the Federal Social Security Service, state statistics, Belgosstrakh within 3 (three) working days from the date of making an entry in the USR.

The last two actions are performed by the registering authority within 3 working days after the first action is taken.

The Ministry of Justice enters into the USR information about the exclusion of your company from it.

The date of exclusion will be the date of the relevant decision by the registering authority. Accordingly, the company is considered to be fully and duly liquidated from that date.

You can check the information about the exclusion from the USR by the link http://egr.gov.by/egrn/index.jsp?content=Find (in the column "Status" there will be an entry "excluded from the USR", in the column "Date of exclusion" the date of liquidation of your private unitary enterprise will be indicated). Also, the registering authority, at the request of the applicant, can issue an extract from the decision to exclude a legal entity from the USR.

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Did you see the coveted entry "excluded from the USR"?

Congratulations! Your company has been successfully liquidated!

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