Alternative liquidation of LLC: main methods and their advantages. Apocalypse of “alternative liquidation of legal entities”

Alternative liquidation of an LLC is a procedure in which a legal entity is abolished with a minimum of costs and tax audits. This technology is quite in demand, as it reduces the time for carrying out all operations. It does not involve significant costs, like a standard procedure. No need to go through multiple checks government agencies, which is important if a legal entity has debt and other controversial issues.

There are two main ways of alternative abolition: through a change of general director and reorganization. In the second case, the company ceases to exist, whereas if key persons change, it can continue to operate.

Liquidation through a change of general director and founders of an LLC: features of the procedure

This alternative LLC liquidation is a procedure in which the company is sold to a third party. The new owner can independently decide on its future fate:

• Terminate the activities of the company;
• Change her specialization and continue working;
• Continue activities without making changes.

After changes are made regarding the composition of the legal entity, the old owner ceases to be responsible for the current activities of the company.

Let's consider the advantages of this option:

• It will take only 10-25 days to complete the procedure;
• This is one of the least expensive methods of elimination;
• The founders of the LLC take minimal participation in the process.

However, it also has a lot of disadvantages:

• The information remains in the Unified State Register of Legal Entities, and therefore the sword of Damocles continues to hang over the old owner in the form of criminal liability for previous operations within the company;
• Increased risk of subsidiary liability. Information about the concept of subsidiary liability;
• If a purchase and sale transaction is being drawn up, a large package of documents will be required;
• To register a transaction with a notary, a person expects high fees.

If violations were identified during the previous stages of the company’s activities, then even after a change of owners and management of the company, it is the past owners who will bear responsibility.

Reorganization of a legal entity

Reorganization of a legal entity can be carried out different ways. However, in any case, the procedure involves the termination of the company’s existence in its current format. It becomes the property of the receiving company. Reorganization is carried out in two ways:

• Merger. Involves the abolition of the previous legal entity. All rights to the company are transferred to the new LLC. To do this, you will need to register a new person in the Unified State Register of Legal Entities. The procedure will take about a week.
  Before completing the procedure, the liquidated company is required to go through certain legislative processes. These include notifying creditors of the transaction. It is necessary to send them special notifications confirming their receipt, and also publish the news about the abolition in the "Bulletin" state registration».
  A merger is carried out, after which a certificate of termination of the activities of the legal entity is provided. A certificate of registration of the legal successor is also issued. All LLC tax liabilities must be paid by the new owners.
• Accession. It looks like a merger, but the mechanisms differ in the following way: upon merger, all companies complete their work except the one to which the rights to all other abolished LLCs will be transferred.
  Among the advantages of the event, it can be noted that there is no need to obtain a certificate of absence of debt from the Pension Fund. This simplifies the process and makes it faster. After the procedure is completed, you can receive a certificate confirming its confirmation, as well as the termination of the activities of the remaining companies.

The merger involves the dissolution of the former LLC.

Let's consider the advantages of reorganization:

• The legal entity is excluded from the Unified State Register of Legal Entities;
• There is no need to collect a lot of documents;
• The event will take about three months.

Among the disadvantages of the procedure are:

• If creditors present their demands, it will be impossible to carry out the reorganization. First you need to fulfill all the necessary requirements;
• Increased risk of subsidiary liability of previous owners.

These are the most common methods and are an alternative to the standard procedure. Their choice depends on the preferred timing of the event, as well as on the organization’s debts.

When are alternative methods the best option for a business?

The standard process of abolition is fraught with trips to various authorities, collection big package documents. List of documents for liquidation of LLC. Need to get everything necessary permissions, extracts. This is a lengthy undertaking, especially if liquidation is carried out through bankruptcy. The longer the process drags on, the more expenses it will require. You will have to pay not only fees, but also pay salaries to the current staff.

Alternative liquidation of an LLC will be appropriate in the following cases:

• Need to save time;
• Additional costs must be avoided;
• The company has debts;
• The organization has tax violations.

In all these cases, the methods will make the entire process easier and more economical.

The simplest method of liquidation is to change the general director and founders.

Possible risks

If alternative methods are used, the organization will likely face increased scrutiny. They are carried out in order to prevent fraud and tax evasion.

When a legal entity is dissolved, the following risks are possible:

1. Criminal liability. Occurs if the change of management was carried out with the participation of dummies. Liability risks increase significantly if the operation was carried out solely for the purpose of termination;
2. Returning the face to the previous owner. Produced if checks have been carried out. If new organization, to which the rights to the LLC have been transferred, does not carry out any activities, this may become the object of attention of the tax authorities. The company is returned to its former founders. This leads to unnecessary costs and the need to carry out a second eradication event;
3. Recognition of bankruptcy as intentional. A similar result may occur as a result of checks on the legal capacity of a new company that was formed as a result of reorganization. Risks increase if there are uncovered liabilities.

You can significantly reduce the likelihood of negative scenarios occurring. To do this, the LLC should not arouse any suspicion. She should not have debts or controversial obligations. , how to close an LLC with debts. It is easier with both the standard and alternative procedures. Therefore, if a company has violations, it is better to eliminate them first. If this is not done, all eradication efforts may be in vain.

In any case, the previous owners are responsible for violations committed during past activities.
As a result, they will have to spend money not only on the liquidation itself, but also on paying off debts and repeating the liquidation measure.

When would alternative methods be appropriate? It is optimal to use them when the organization has covered all its debts and paid taxes. It may happen that the procedure is carried out without any consequences. However, the likelihood of this is very low, since if the LLC has problems, it will have to go through various checks.

Closing a company by alternative means looks tempting only at first glance. Here you need the help of a competent lawyer, and you yourself need to be prepared, at least theoretically. Here is the opinion of experts on this topic:

Alternative options for abolishing a legal entity can be used. However, it is recommended to do this only in order to reduce the time for the event, as well as costs. In this way, it is difficult to avoid paying debts and paying taxes. Most likely, the founders will incur double expenses and problems if they decide that this is a way out of the current situation. The most simple method liquidation is a change of general director and founders. This process takes minimal time. It does not require much documentation and reduces costs. A good option reorganization is also considered.

One of the most serious problems of modern enforcement proceedings is the availability of many ways to legally avoid paying a debt. No, this is not a postponement or installment plan for the execution of a court decision. This phenomenon is called "alternative methods of elimination" legal entities. Dozens law firms in Moscow and throughout Russia they offer similar services (to verify this, just type “alternative liquidation” in any search engine).

We all know very well what liquidation of a legal entity is. A legal entity can be liquidated in three cases:

Making a decision on liquidation by the founders;

Making a decision on liquidation by the court;

Declaration of insolvency (bankruptcy).

Moreover, if the value of the property of a liquidated legal entity is insufficient to satisfy the claims of creditors, it can only be liquidated through bankruptcy proceedings.

But the term “alternative liquidation” appeared in Russian reality relatively recently. Behind this decent facade lies a rather unsightly essence.

So, what is “alternative liquidation”? With the help of this term, it is currently customary to designate a legal entity’s avoidance of responsibility to its creditors.

Limited liability company is the most popular organizational and legal form in Russian Federation. There are many reasons for this, from ease of registration to ease of management. And it is LLCs that most often use “alternative methods” of liquidation.

Let's imagine typical situation: The LLC owes money to its creditors, it obviously won’t be able to pay off all its debts, but I also don’t want to give up my property. Proceed as follows:

1. They withdraw all assets from the company (fictitious purchase and sale transactions, other methods of withdrawing assets);
2. Depending on your ingenuity (and in different order):

• change founders and directors,
• change the place of registration of the company (transfer the company to some remote region),
• change Company name,
• in the end, they announce their reorganization in the form of an incorporation (more rarely, a merger).

After reorganization, the debtor legal entity disappears and ceases its activities. All of his debts are transferred to another LLC by way of universal succession. At the same time, during the reorganization process, the transfer deed indicating the debt is safely “lost.”

That's it, liquidation is complete. It is impossible to collect debt from such a company. There is no property, all assets were withdrawn before the reorganization. To establish succession, you will need time, during which the debtor can again change the name and reorganize again. Vicious circle.

How to fight?

This part of my post will be much shorter than the previous one for obvious reasons (if there were effective ways to combat this phenomenon, there would be no talk of widespread use of such methods of evading responsibility). Within the framework of the current legislation, only a few ways to combat “alternative liquidation” can be identified:

Initiating a bankruptcy procedure and bringing the director and founders of the debtor to subsidiary liability, challenging the debtor’s transactions within the framework of the bankruptcy procedure (but the bankruptcy procedure is quite expensive and all costs of the procedure if the debtor’s property is insufficient are borne by the applicant);

Recognition of the reorganization as illegal in court (even if it succeeds, the practical meaning of this method seems doubtful, since instead of one insolvent debtor we will get another insolvent debtor);

Bringing to criminal liability the director and founders of the debtor (In 99 cases out of a hundred, we will be refused to initiate a criminal case due to the fact that civil legal relations are taking place);

Establishing legal succession and subsequent collection of debt from the reorganized LLC (this method is unlikely to be promising, since the new debtor has no property, usually it is a fictitious LLC).

Practically the only one in an effective way is bankruptcy, since challenging the debtor's transactions and bringing the director and founders to subsidiary liability are possible only within the framework of bankruptcy proceedings. But initiating bankruptcy proceedings seems advisable only if there is a significant amount of debt. Fans of “alternative liquidation” try not to make mistakes; it is rare that their debt to one creditor exceeds a million rubles.

Thus, all that remains is to advise conscientious entrepreneurs to choose their counterparties more carefully and always remember that Russian market“societies with unlimited irresponsibility” operate quite legally.

The legitimate way to terminate the activities of a legal entity is its liquidation. Liquidation of a legal entity entails its termination without transfer in the order of universal succession of its rights and obligations to other persons.

The official liquidation of companies in St. Petersburg, as well as throughout Russia, is carried out on the basis of a decision of the company's participants and implies the complete completion of settlements with counterparties and tax authorities, the distribution of property and profits between the company's participants. However, official liquidation not only implies a relatively time-consuming procedure (from 3 months) and the need for publications, but also contains the risk of conducting an on-site tax audit. An on-site inspection during liquidation (reorganization) is carried out regardless of how many on-site inspections were carried out against the taxpayer in the current calendar year.

Such inspections are not subject to restrictions on the inadmissibility of conducting more than two on-site inspections during a calendar year.

Visiting tax audit upon liquidation, it is carried out for all taxes. The calculation of taxes for the three calendar years preceding the year of liquidation (reorganization) is subject to verification. This includes re-using a period that was previously checked during another on-site inspection. This feature is established by clause 11 of Art. 89 Tax Code of the Russian Federation.

This risk is often considered critical. In some cases, it is precisely because of the risk of an on-site tax audit that they resort to alternative liquidation instruments. In addition, we remind you that traditional liquidation implies the need to complete settlements with counterparties and the budget. If there is not enough money, then the management of the organization, from the point of view of the law, must decide to liquidate the company through bankruptcy proceedings.

Liquidation through bankruptcy

Bankruptcy is an even longer procedure. The time frame for liquidation through bankruptcy is from 6 months (with the so-called “short” liquidation procedure). In practice, it is correct to call the terms from 9 months. The bankruptcy procedure takes a long time and is expensive, as it implies the need to pay the arbitration manager’s remuneration (from 30 thousand rubles per month) and cover other expenses necessary within the framework of bankruptcy (publications, assessment, etc.). It is advisable that the procedure be accompanied by a lawyer specializing in bankruptcy, since the interests of the arbitration manager and the management of the company, based on the provisions of bankruptcy legislation, may not coincide. The insolvency administrator is required by law to take measures to repay the debt to creditors. A short procedure is less preferable for him, since in this case he loses monthly income and bears the risk of incomplete compliance with the legal requirements for the formation of a bankruptcy estate. The absence of a lawyer at the stage of assessing and performing bankruptcy procedures significantly increases the risks of being held vicariously liable for the company’s debts. For more information about the role of a lawyer at the stage of bankruptcy support, read the articles “ and “Bankruptcy support”.

Alternative liquidation through change of ownership and reorganization

The desire to avoid scrutiny, publicity, or the desire to quickly get rid of the business after being elected to a position incompatible with business or leaving for government service has led to the fact that business leaders also resort to alternative liquidation and its variations:

1. Change of CEO and change of owner. The period for such separation from the business is calculated from 15 days. In this case, the organization continues to function, but its general director and founder change. At best, a change of ownership occurs through a sale. By resorting to this method, the business manager expects that responsibility is transferred to other persons. Contrary to the misconception that this method makes it possible to avoid wide publicity due to the absence of the need for publication, we note that there is an obligation to publish. It is established by clause 4 of Art. 6 of the LLC Law. Systematic failure to comply with a requirement is a consequence of the lack of a legally established sanction. If, as a result of such a “sale,” the organization ceases its activities, then it is subsequently excluded from the Unified State Register of Legal Entities at the initiative of the tax authority, and this is a successful option for ending the fate of the organization.
2. Reorganization by merger. The period for such termination of the company's existence is from 6 months. In this case, the organization is excluded from the Unified State Register of Legal Entities, but it has a legal successor. By resorting to this method, business management expects that responsibility also passes to other persons. This method does not guarantee that verification can be avoided (see paragraph 10 of Article 89 of the Tax Code of the Russian Federation).

Demand creates supply. Since there is demand, the market responds with an abundance of offers for alternative liquidation. Sellers of such services do not give any guarantees and do not think much about documentation and in some cases openly withhold information when advising on the benefits of alternative liquidation. As a result of turning to such businessmen, the debts and problems of the first persons do not disappear, but for creditors the procedure for holding them accountable becomes more expensive and takes longer. The rise in cost of the collection procedure actually eliminates some of the creditors. If the creditor is principled or if the amount of debt is large, then responsibility cannot be avoided.

Are alternative methods of liquidation legal?

It is a common opinion among businessmen that alternative liquidation will free management from responsibility and risks, unlike traditional liquidation. By resorting to alternative liquidation, businessmen expect to eliminate the risk of on-site tax audits, reduce the duration of the procedure, reduce the amount of paperwork, and significantly reduce liquidation costs. The popularity of the procedure is due to a misunderstanding of the law and the legal consequences of such actions. As noted earlier, changing the top officials of the company allows you to avoid inspection; reorganization is already deprived of this advantage. Alternative liquidation is not a real liquidation in the understanding of the law; it does provide an opportunity to evade liability, but only with careful selection of the appropriate “initial data” and only in the absence of strong creditors. The main advantage of liquidating organizations in established by law order, subject to strict compliance with all procedural requirements, in that it cannot be canceled. Due to the excessive burden of tax administration, not all enterprises, especially in large cities, are subject to inspection even during official liquidation.

Change of top officials (change of director + sale) is the cheapest and fastest option offered on the market legal services. Nevertheless, all the “advantages” of registration in the name of a nominal owner and owner in the event of unfavorable developments and active creditors lose relevance and become a headache for real directors and owners.

The legislative framework

Expectations that the company will eventually “die” by decision of the registration authority as not acting on the basis of clause 1 of Art. 21.1 Federal Law dated 08.08.2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs" are not always justified. Let us note that the tax authorities have the right, but not the obligation, to exclude companies that have ceased operations from the Unified State Register of Legal Entities; clause 4 of this article completely prohibits the exclusion of an “inactive company” from the register when the tax authorities receive statements from creditors that their interests are violated by the upcoming exclusion. It should be remembered that pseudo-business buyers do not plan to engage in entrepreneurial activity. This means that they will not provide reporting established by current legislation to the tax authorities and extra-budgetary funds. This is in accordance with paragraph 1 of Art. 119 of the Tax Code of the Russian Federation entails the imposition on a legal entity of a fine in the amount of 5% to 30% of the unpaid amount of taxes (but not less than 1000 rubles). As a result, the “abandoned company” acquires the status of a debtor to the budget and creates another creditor for itself. The consequence of arrears to the budget is the impossibility of removing an inactive legal entity from the register due to the risk of causing damage to the budget (creditor).

Analysis of judicial practice

An agreement for the purchase and sale of shares in the authorized capital (or shares) signed by the parties, which is not actually aimed at giving the “buyer” the rights to participate in the management of the company and receive profit from its activities, is fictitious deal committed with the aim of removing from the participants the persons who actually own the company. According to Art. 170 of the Civil Code of the Russian Federation, a transaction made “for show”, without the intention of creating corresponding legal consequences (an imaginary transaction), is void, and the consequences of its invalidity are applied to it in the form of the parties returning everything received under the transaction (Article 167 of the Civil Code of the Russian Federation). As a result, the “sellers” again become full participants in the company with all the ensuing consequences and existing problems (debts, non-payments, etc.), to get rid of which alternative liquidation was chosen.

In bankruptcy cases, in order to bring real, rather than nominal, directors to subsidiary liability, they do not even resort to challenging the transaction and prove the nominality of the newly appointed persons. Thus, when considering the requirements for bringing to subsidiary liability, the court evaluates the director’s arguments as nominal and, when confirming such an argument, attracts not the director who was listed as such on the date of introduction of the corresponding procedure, but the previous one. This approach is reflected in decisions 9AAS dated October 05, 2016 in case No. A40-99980/2010, 13 AAS dated September 28, 2016 in case No. A56-1928/2015, 17 AAS dated September 14, 2016 in case No. A60-50119/2013 , 17 AAS dated 09/06/2016 in case No. A60-62089/2015, dated 07/15/2016 in case No. A40-177759/2014, rulings of the Arbitration Court of the Republic of Bashkortostan dated 10/29/2016 in case No. A40-11401/2014, Arbitration Court of Perm region dated September 27, 2016 in case No. A50-11083/2015, Arbitration Court of the Perm Region A50-8803/2015, Arbitration Court of St. Petersburg and Leningrad Region dated December 30, 2015 in case No. A56-71401/2014.

Preliminary contestation of transactions involving the change of top persons entails dilution of responsibility, see the Arbitration Court’s Determination Chelyabinsk region dated 09/06/2016 in case No. A76-42471/2009.

An analysis of judicial practice shows that companies offering alternative liquidation and a formal approach to transactions simplifies bringing to responsibility, see Resolution 7AAS dated 10/03/2016 in case No. A27-5608/2015, Resolution 9AAS dated 10/05/2016 in case No. A40 -99980/2010. However, in all cases it is not enough to declare the nominal value; this circumstance must be proven, see Resolution 9AAS dated 09/08/2016 in case No. A40-7293/2015.

Contrary to the existing misconception about the impossibility of proving the above circumstances when considering this type of court cases, evidence base collected and accepted by courts quite easily. In practice, to declare an imaginary transaction invalid, it is enough to find the “buyer” of the company (if you have passport data, this is done by security agencies), interview and provide the court with the received evidence. In addition to being brought to subsidiary liability for the company’s debts, would-be sellers have the risk of prosecution under Art. 173.1 of the Criminal Code of the Russian Federation.

Let us recall that this norm provides for responsibility for the formation (creation, reorganization) of a legal entity through dummies, as well as the provision to the body that carries out state registration of legal entities and individual entrepreneurs, data that led to the inclusion of information about dummies in the unified state register of legal entities.

Liability under Art. 159, and in some cases under Art. 199 of the Criminal Code of the Russian Federation. The risk of being brought to subsidiary liability for the debts of the “sold” organization fully concerns not only the current managers and founders of companies, but also their former owners And general directors, including nominal ones.

Similar consequences occur during reorganization:

• the reorganization transaction is declared invalid as imaginary or feigned, with corresponding consequences in the form of bilateral restitution - the return to the Unified State Register of Legal Entities of the companies that participated in this reorganization;
• when bankruptcy proceedings are initiated against the successor, the persons who controlled the reorganized company are held vicariously liable for the obligations of the debtor;
• initiation of a criminal case on the grounds of a separate crime provided for in Article 173.1 of the Criminal Code of the Russian Federation.

We hope that this article will allow you to critically evaluate the prospects for alternative eradication and take the right steps. You should open, run and close a business, being aware of the consequences of the actions taken. Our task is to reduce the risk of losses at each stage of the company's development and help find the necessary answers. If you have become a hostage of alternative liquidation, we will help you find a way out of the current situation, and for others we will reduce the likelihood of its occurrence.

Let us remind you that the so-called “alternative liquidation of a legal entity” usually means a set of measures, the implementation of which ultimately allows one to achieve the desired result - the exclusion of a company from the Unified State Register of Legal Entities without any checks and consequences for controlling persons.

It’s no secret that legislation in the Russian Federation is changing not only rapidly, but somehow at lightning speed. New laws are being stamped, high-profile resolutions and clarifications are being made, and formal and informal “indications” are being sent to various regulatory and judicial authorities. The “rules of the game” regulating the procedures for alternative liquidation of legal entities were no exception, having undergone fundamental changes in the blink of an eye. Amendments were adopted to 127-FZ “On Insolvency (Bankruptcy)”, amendments were made to 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”, the Civil Code of the Russian Federation was updated, as well as a number of other legal acts regulating procedures and technologies alternative liquidation of companies. Simply put, the liquidation has become completely different from what it was just a month ago.

However, the abundance of commercial proposals for closing legal entities that the Internet is replete with, as well as spam mailings that make their way through filters to corporate email with enviable regularity, forced us to take a deeper look into this issue. A healthy legal curiosity arose - and maybe there are still some ways and detours, gaps and loopholes in the updated legislation (as often happens). Yes, such that it would be possible to build on their basis something like “green corridors” for the liquidation of companies without inspections. To find the answer, we analyzed commercial offers on the liquidation of legal entities, highly specialized forums, as well as a number of freelance sites and legal companies in several regions of the Russian Federation. For half the working day, two lawyers, introducing themselves as owners and directors of commercial structures, specially corresponded, called the “liquidators”, made inquiries, collected information, and sent the “client’s” OGRN (data from one of our organizations) for verification. The findings were disappointing. Commercial proposals for liquidation, to put it mildly, do not correspond to the realities of law enforcement practice. What they propose contradicts what the authors of the proposals themselves discuss on the sidelines. Here we make a small important reservation - if someone sees inconsistencies in the examples below, in some regions the situation is different, please write in the comments, because the purpose of this material is not to denigrate someone or “throw a stone” at someone side, but, on the contrary, to warn against traps. After all, as you know, forewarned is forearmed.

So, the summer flared up in the June heat, and with it the market for alternative liquidation of legal entities literally flared up - “reorganizations by merger”, “sales” of companies, “change of directors and founders to offshore” and the like. It should be noted that any procedures, measures and half-measures that ultimately make it possible to liquidate a legal entity without inspections are rightly popular in our country due to objective and subjective reasons - after all, the taxpayer in the Russian Federation is always to blame by default, so look for “escape routes” - liquidation without checks is its natural right. In this regard, the scale of the “unexpectedly” fire of alternative liquidation procedures affected hundreds, if not thousands of legal entities. So many things froze that have never frozen before. One could say that an “alternative liquidation apocalypse” has occurred.

From June 14, 2016, on all forms 16001 “Application for state registration of a legal entity in connection with its liquidation” submitted to the Federal Tax Service No. 46 in Moscow, decisions began to be made to suspend state registration. Formally for a period of one month, for a thorough verification of the submitted information. However, according to confirmed information, the suspensions will be followed by massive refusals to complete the ongoing reorganizations. The same thing, a little earlier, happened in Kazan, which has recently become the “Hong Kong” of alternative liquidations, as well as in other regions of the Russian Federation. Thus, liquidation procedures for companies were frozen almost throughout the country. Order of the Federal Tax Service No. ММВ-7-14/72@ dated 11.02.2016 “On approval of the grounds, conditions and methods of carrying out the measures specified in paragraph 4.2 of Article 9 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, the procedure for using the results of these measures, forms of written objection regarding the upcoming state registration of changes to the charter of a legal entity or the upcoming entry of information into the Unified State Register of Legal Entities, application forms individual about the unreliability of information about him in the United state register legal entities" entered the active phase.

It should be recalled that around the end of 2015, the screws were “tightened” in the so-called “liquidation of companies through offshore”, when tax authorities began to massively issue refusals on attempts to change the sole executive body and participants of liquidated companies to foreign companies and oblige the latter to register branches on the territory of the Russian Federation, with the corresponding payment of six-digit state duties. The “liquidation of an LLC through a change of director and founders” became greatly complicated when the fiscal authorities began to require, among other things, notarized decisions of the participants. Additionally, “stop lists” for mass managers and nominal shareholders were finalized and fully put into effect. In a number of regions, police officers joined this “service” and began to wonder why this or that person needs so many organizations that he is listed as a director or participant there. Since 01/01/2015, it has been very difficult to change the region of tax registration of a legal entity (migration), and since 01/01/2016 in the vast majority of regions it has become virtually impossible.

The technology of liquidating a company through a simplified bankruptcy procedure for the debtor being liquidated, which was widely used until recently, has also lost its meaning. Amendments to the main law regulating this procedure, namely 127-FZ “On Insolvency (Bankruptcy), introduced rules that deprive the debtor of independently indicating the desired candidate for a “loyal” arbitration manager. Article 37 of the Federal Law No. 127 “on insolvency (bankruptcy)”, taking into account the amendments, began to read as follows: “... The debtor’s application indicates the name and address of the self-regulatory organization, from among whose members a temporary manager must be approved, determined in the manner established in accordance with paragraph 5 of this article... 5. In order to indicate the self-regulatory organization of insolvency practitioners in the debtor’s application, it is determined through random selection in the manner established by the regulatory body, when publishing a notice of application to arbitration court with the debtor's statement."

The rules of the game have changed - the laws have changed, law enforcement practice has changed. However, despite this:

1. The Internet is brightly replete with announcements about “reorganization of an LLC by merger,” “liquidation of an LLC through reorganization,” and the like. Moreover, when, out of truly healthy legal curiosity, questions were asked asking us to indicate the region of the legal successors and OGRN of the organizations that passed in June, not a single law firm gave us a clear answer, referring to the “trade secret of this information.”
2. Proposals for changing the region of location legal address LLC (migration), despite all the changes, has also become not less, but rather more. And here, in response to a request for OGRN of past companies, a “specific” trimmed portfolio was sent - no more than 3-5 companies that were transferred to a new address. But we never saw the subsequent ones. Conclusion - there will be a clean, “zero” address - there is a great chance of moving to it, but you need to manage to get into the top five.
3. We worked through commercial proposals for the “liquidation of an LLC through an offshore company.” Moreover, the most beautiful ones are with with clever words and business pictures. We were offered to make the first payment in rubles, the second at the exchange rate in foreign currency - apparently for greater entourage. When asked “send the OGRN of completed projects,” there was silence again. Apparently, the passion for prepayment took its toll here too.
4. Several times they tried to find out from legal organizations, offering bankruptcy services under a simplified procedure for a liquidated debtor - how are they going to nominate the candidacy of their “loyal” arbitration manager, because this is really interesting. So far we have not received a clear answer from anyone.
5. It is worth noting that several law firms gave us reasonable guarantees of alternative liquidation (the cost, however, exceeded even the cost of the bankruptcy procedure). However, their offers are a drop in the ocean, which is completely overwhelmed by the aggressive marketing of unscrupulous salesmen.

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