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The most famous and popular method of liquidating companies from the Russian Federation is their accession to an offshore. Its popularity is explained by the fact that as a result of joining a non-resident company, not only the enterprise itself, but also its founders, cease to be responsible for non-compliance with the requirements of Russian laws and all kinds of actions of the enterprise that occurred before the liquidation. The Russian tax authorities will officially not be able to impose fines and other sanctions on an offshore company, since the Russian Federation has not signed the relevant agreements on the exchange, legal support and tax collection.
For this purpose, for a relatively small amount, the owners of enterprises prefer to register an offshore company with the addition of a legal entity registered in Russia.
This is how many lawyers and consulting professionals explain the benefits of alternative liquidation. However, despite the seeming logic of the above explanation, alternative liquidation, in essence, cannot be called such. Let's try to figure out what the real essence of this process is and what those who want to resort to it run the risk of facing.
What is behind the term
Of course, the very term "alternative liquidation" sounds attractive and credible. It is not uncommon for many to decide on this type of liquidation just because of this. Everyone knows that "problem" enterprises, regardless of the cause of the problems, pose a certain danger to their own founders, owners and top management. That is why there is a need to eliminate them.
By joining the company to the offshore, you, in essence, do not liquidate it, but simply change the shareholder. In some situations, directors are also replaced. De facto, the enterprise will not cease to exist, and the most unpleasant thing is that swindlers will be able to use it for illegal purposes. The only thing that will change is the owner.
That is, the company will still be operating. You will pay for the service, but without receiving the appropriate certificate of liquidation in your hands.
Subsidiary Liability
What will happen next? For example, if the new directors begin to use the company for their own purposes, moreover, in violation of Russian law, then the tax authorities, the police, or the investigative committee will begin to look for the perpetrators. And they will not look for nominal leaders, but for real, genuine owners, as a result, the founders may become defendants in a criminal case. Given the fact that successful businesses do not go “orphan”, the owners can be punished for all past transgressions, including vicarious liability for the most recent violations.
Alas, from a legal point of view, alternative liquidation is simply impossible. This is just a replacement of top management and shareholders with other persons. In this way, it will not be possible to get rid of the difficulties that have arisen, but you run the risk of encountering new ones, but already more serious.
The tax authorities will never allow a “problematic” legal entity to join another. By law, this procedure is not feasible. Even in Russia itself, today it is practically impossible to join a company from another region, since the tax authorities are trying to prevent this.
Real liquidation is accompanied by obtaining an appropriate certificate from the IFTS. All other methods are illegal and do not relieve difficulties, but, on the contrary, lead to unpleasant consequences and increasing risks.
If you need to liquidate your own legal entity, do not try to find an easy way, but use all the possibilities of legal liquidation, for the full implementation of which you will need good lawyers. They will enlighten you in all the details of this process and will provide comprehensive assistance in obtaining a certificate of liquidation.