Restoration of the legal entity after liquidation

Theoretically, the liquidation of a legal entity is its ultimate "death". After the information on the legal entity was removed from the USRLE, the company is considered closed forever, and it is impossible to restore it. Nevertheless, in practice, lawyers often turn to the possibility of restoring the company through the court.

Restoration of a legal entity after liquidation is possible after appealing a judicial decision on the liquidation of a legal entity. However, in the legal community there is no consensus on this matter. Some lawyers believe that invalidating a judicial decision to liquidate a legal entity is a sufficient basis for its restoration. Others believe that even if illegal liquidation is recognized, it is impossible to restore the status of a legal entity.

To differ not only the opinions of lawyers, but also the decisions of the courts on this issue. In some judicial acts, the restoration of a legal entity after liquidation is recognized as possible, in others it is completely excluded.

What is the reason for such contradictions? Many experts believe that the uniform application of the law is absent due to the fact that neither the court nor lawyers can really answer the main question: what will happen to the organization after its restoration?

Even if we assume that the court found illegal the decision to liquidate the company and restored it to rights, a number of issues immediately arise that require clear answers.

What will happen to the property of the company?

The current legislation does not provide for a mechanism for the return of property that was distributed during the liquidation of a legal entity. The law does not specify the obligation to return property or the right to claim it.

Thus, it will be practically impossible to return the property after the liquidation of the legal entity. There are no grounds for invalidating alienation transactions . It will not be possible to claim property from the new owner. Also the distributed property can not be considered as unjust enrichment, therefore, it is impossible to talk about the obligation to return it.

That is, even if the legal entity is reinstated in the Unified State Register of Legal Entities, it will be deprived of its property, and will not be able to return it back.

What will happen to the company's bodies?

When a liquidation commission is created, it assumes all the powers to manage the affairs of a legal entity and in fact becomes the sole body of a legal entity. What will be the legal status of the bodies in the restored organization?

Since in the process of liquidation all the activities of the company are managed by a liquidation commission, the only control body can be only a general meeting that has the right to approve liquidation balances. Thus, by the time of the restoration of the legal entity (society), its bodies will be unformed, and the legal entity will be unable to take any action.

How will the restoration of the organization affect its owners?

Establish the status of a shareholder or participant in a liquidated organization without requiring them to fail. At the same time, the restoration of a legal entity without notice to one of the participants violates his rights, as he creates anew obligations for him.

That is, any compulsory bringing to justice of persons who took part in the creation of a legal entity, or their heirs (in the event of the death of one of the participants) is impossible.