Ликвидация хозяйственных обществ: очерки концепции

Вестник гражданского права. 2025. Т. 25. № 6. С. 38–115.

Kuznetsov A.

This article explores the legal nature of dissolution as a modification of the purpose of a company. It proposes a new perspective for Russian law on the consequences of a dissolution decision, both in terms of external relations and internal corporate structure. The author argues that, following a dissolution decision, the company should retain full legal capacity, its shareholders should retain all rights, including the right to receive profits, and the powers of the corporate governing bodies should remain unchanged, so that there is no justification for the creation of any special bodies (liquidators). The author also refutes the need for special regulation of the alienation of property during liquidation.

To this end, the author attempts to uncover the history of the issue, demonstrating how ideas about the legal nature of a company have evolved over the past two centuries following the decision to dissolve. This shows that some features of modern regulation are rooted in long-outdated theories and create unnecessary practical difficulties. At the same time, the author proposes a solution to the problem where, after an entry in the register on the termination of the company, outstanding debts (undistributed assets) remain.

Keywords: корпоративное право, ликвидация, company, хозяйственное общество, company law, liquidation