First: according to the norms of the Law on economic societies, the Civil Code, if at the end of the second and each subsequent financial year the value of the net assets of the company turns out to be less than the statutory fund, this company is obliged, no later than 6 months after the end of the corresponding financial year, to reduce its statutory fund to an amount not exceeding its net asset value.
- if, based on the results of 2021, the value of net assets is zero or negative, then the company is not subject to liquidation.
- if the value of net assets in 2022 is also zero or less, then no later than June 30, 2023, an obligation arises to liquidate such a company, if the amount of net assets does not become positive by June 30, 2023.
Second: if, according to the results of the second and each subsequent financial year, the value of the net assets of a limited liability company (LLC!) becomes zero or becomes negative, this company is subject to liquidation.
Please note that the mandatory liquidation rule was introduced in 2021, which means that the obligation to ensure control over the state of net assets arises for companies based on the results of 2021 and each subsequent financial year.
Important: the decision on liquidation must be made no later than 6 months after the end of the relevant financial year, if the basis for liquidation has not disappeared within these 6 months.
Analyze the size of net assets:
- if, according to the results of 2021 and 2020, net assets are less than the authorized capital, then it must be reduced by 30.06.2022. Therefore, when preparing financial statements for 2021, it is important to pay close attention to the value of net assets!
- if there was no such situation in 2020, or if the company was registered in 2021, there is no obligation to take any action in connection with this situation.
Important: in the event of a decrease in the authorized capital, within 30 days from the date of such a decision, it is necessary to notify the creditors in writing or post information on the Internet on the official website of the journal "Justice of Belarus" with subsequent publication.
Third: if the value of the net assets of a joint-stock company (CJSC, OJSC!) based on the results of the second and each subsequent financial year is below the minimum size of the authorized capital established by law, this company is subject to liquidation.
Please note that the rule on the mandatory liquidation of a company in such a situation did not change the existing approach, but simply specified the liquidation period.
Important: the decision to liquidate a joint-stock company must be made no later than 6 months after the end of the relevant financial year, if the basis for liquidation has not disappeared within these 6 months.
What does it mean?
- if, based on the results of 2021 ONLY, the value of net assets is below the minimum size of the authorized capital established by law, and in 2020 everything was in order, then the company is not subject to liquidation;
- if the value of net assets based on the results of 2020 and 2021 is below the minimum amount of the authorized capital established by law, then no later than June 30, 2022, an obligation arises to liquidate such a company, if before June 30, 2022 the amount of net
- assets will not exceed or be equal to the minimum amount of the authorized capital established by law.