For those who don’t know it yet, subsidiary liability means a liability of a manager, founder, decision maker to the budget and other creditors in the amount of the total indebtedness of the company to the extent of their personal funds and assets, not limited to the shares in the authorized capital of the company. Considering the conditions in which small and medium-sized businesses have to operate in our country I am sure that most entrepreneurs and managers exist under this thereat without being aware of it.
The basic conditions of all companies are different. Take, for example, two different companies. One is still free of any tax claims but is not sure in its contractors and apprehends a tax audit. Another one has already undergone the audit, has indebtedness to the budget but no possibility to redeem or dispute it. In the first case all conditions are present for liquidation taken, for example, in three steps: change of the founders and management, reorganization to another region, official voluntary liquidation of the legal successor. In the second case all conditions are present for bankruptcy undertaken, for example, in two steps: change of the founders and management and voluntary liquidation transiting into the procedure of simplified bankruptcy. Try swapping them around and see what happens. In the first case you’d have to declaring a company that has no indebtedness bankrupt. That can be done but it seems a bit too extreme: either we will voluntarily request the tax authorities to find indebtedness which is what we have been trying to avoid, or we can get creative and create an indebtedness to a friendly creditor — that is punished by up to 6 years of imprisonment for premeditated bankruptcy. It won’t be much better in the second case: where reorganization of the company with indebtedness to the budget can go unnoticed, the subsequent official voluntary liquidation of the legal successor with such indebtedness will constitute a direct violation of the law and can result in imprisonment and imposing of subsidiary liability onto all participants of the project though most likely the registration of the legal successor will be found illegal even before that. Accordingly it will come back to bankruptcy which will be initiated by the creditor and not the debtor, and the wrong three-step combination will result in complete failure.
Unlike simple change of owners and managers of the company for nominal ones, a full-fledged liquidation of a company is not a “packaged” product of legal firms but a venture project. Usually this is a long-term project that involves a large number of actions and documents, official contractors, suppliers of “services” in your city or town, and, obviously, a possibility to quickly react to the risks. In short, no matter how highly qualified lawyers are their ideas will not be enough. As in any venture project to realize ideas a company of experts is needed that are highly organized like a good fire squad and are headed by an experienced leader. Probably this is the reason why even major holdings that have their own legal staff attract specialized companies to realization of such projects and transfer liability to such companies.
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