The Milli Majlis adopted on November 22 bills to make changes and additions to legislation to regulate the process of liquidation of legal entities. Operating since 2001 mechanism liquidation of commercial entities had shortcomings that led to conflicts between their participants , followed a lengthy trial .
Provisions of the Civil Code (CC) to the elimination of the legal person is almost completely updated and installed more transparent and fair in terms of the rights of its members mechanisms . Under the changes, 20 days prior to the decision to liquidate the executive body ( EB) of the legal entity receives an official statement (the position of assets and liabilities) on the solvency of a 12 - timeyachny deadline to meet . This document was adopted at the request of the initiator liquidation.
Note that previously was sufficient applications from any member of the legal entity to liquidate the company or non-profit association to discuss the matter at a general meeting . If IE will warn about impossibility to take a formal statement of solvency , then attracted by the general meeting of the independent auditor may approve its conclusion solvency legal entity. This audit report is considered appropriate official statement. In Minnalogov told Turan, that otherwise , that is , the auditor will come to the view of insolvency, voluntary liquidation will not take place .
According to the approved November 22 Supplement to the Code of Administrative Offences , providing false official statements about the solvency of officers shall be liable in the amount of AZN 1,000 .
The liquidation process can not last 12 months. Otherwise , the process must be carried out again. The bill clearly identified specific deadlines for each action stages of the liquidation process.
Articles 60 and 61 of the Civil Code , providing decision-making procedures and rules of liquidation of legal entity , fully provided in the new version . The liquidation commission (liquidator ) continues activities liquidated legal entity for the payment of bills payable , sales and distribution of property to owners. At the same time membership in the liquidation committee may not be permanent.
Information about the decision on liquidation of a legal entity and a notice about it its creditors is published in the official gazette of the State Registration Service ( taxes and Justice Ministries ) three times within 60 days after the formation of the Liquidation Commission .
Print legal entity registration authority returns . After this commission enjoys stamp with the name of the legal entity with a note " in the process of liquidation." On expiry of the filing requirements by lenders is the liquidation balance sheet and forwarded to all members of the legal entity . This document is recognized as a minimum, information on the assets and accounts receivable , as well as the claims of creditors . Disagreeing with this balance holder of at least 10 % stake , may challenge it. This requires approval of the interim balance sheet at the general meeting of participants (shareholders , shareholders).
If the Liquidation Commission finds that the property is not enough to satisfy all creditors' claims , it should be initiated bankruptcy proceedings . Repayment of debts to creditors is carried out by order of their receipt.
Upon completion of settlements with creditors , within 5 days of the liquidation balance sheet and a statement of the plan of distribution of the remaining assets to the owners under their equity . These documents must be approved by members of the juridical person not later than 45 days. Thus for the creditor retains the right to seek approval of the liquidation of debt to the balance sheet. Property is subject to the provision of the participants within 10 days . Another 10 days allotted Liquidation Commission to provide liquidation balance sheet, asset distribution plan and other documents provided by the Law of AR "On State Registration and State Register of legal entities" to public authorities registration of legal entities . Stock companies are also required to provide information of the State Committee for Securities turnover on the withdrawal of their shares .
After making the appropriate notes in the state register of legal entities legal person ceases to exist .
Note that before the creditors could push material claims within two months after the announcement of the liquidation process . And the process of liquidation could continue indefinitely . For example, the decision of the general meeting of shareholders on the Elimination of "Bak? Ayaqqab?- 2" ( located at the Heydar Aliyev Avenue ) was adopted in 2005. However, the process is still not finished .
We can assume that after the entry into force of the amendments to the legislation , the process of elimination and transformation of legal entities will be in a lawful manner in compliance with the rights of all interested parties. - 08B-