Attempting to close a company by any of the alternative methods is equivalent to taking enormous risks. Currently, 4 most popular methods of alternative liquidation, with or without debts, are:
- "Handing the company over to good hands" — selling the company, transferring it to an offshore entity, or merging it with another legal entity.
- Liquidation of the company by the tax authority for the reason of false information.
- Liquidation of the inactive company.
- Transformation of a private company into a joint stock company (JSC)
In the first case, when selling a company, all its obligations and rights are transferred to the new owner along with the legal entity itself. As mentioned before, there are numerous risks involved. Firstly, the Federal Tax Service has become very efficient in detecting such transactions. In case of investigations, the participants may face not only fines but also imprisonment for up to 6 years. Secondly, the new owner can create a multitude of problems by exercising the acquired rights within the legal entity, such as demanding money from contractors or reporting fraud to law enforcement authorities.
Liquidation of a legal entity based on false information entails imposing various restrictions on the directors and founders of the company. For example, it may be difficult to make changes in the Unified State Register of Legal Entities for another legal entity. In the case of liquidating an inactive company, similar to other situations, the risks that arise for the company can be attributed to the founder or the director of that company.
The alternative liquidation of a legal entity through the transformation of a private company into a JSC also carries hidden risks. According to the law, the owner cannot be held subsidiarily liable when liquidating a JSC. However, if the law changes, it will have retroactive effect, meaning even if the application was submitted a year ago, the owner will become subject to subsidiary liability.
Considering all the risks and the illegality of alternative liquidation, in my practice, I use only two methods: bankruptcy if the company has no funds, and voluntary liquidation if there are funds available. Of course, before applying for liquidation, it is vital to analyse the tax risks. This will help to understand the potential problems in the future liquidation process and to prepare for their resolution. Most importantly, it will minimise violations, rectify the company's accounting, and minimise tax risks, so that significant sums of money are saved.