Why frozen shells get more expensive
Every additional year on the register is another year in the audit window, another round of nil filings, and another chance of a field audit. When the board finally wants a clean exit, the liquidator inherits the backlog.
- Audit window that keeps rolling while the shell sits
- Director and address decay that blocks the opening resolution
- Undisclosed creditors and tax arrears found only at publication
- A field audit that turns a 9-month file into an 18-month file
What it is
Leaving a company on EGRUL “until later” is not an exit. Only a completed voluntary liquidation — or a rare, uncontrolled administrative exclusion — takes the taxpayer off the register. The first is a project you can document for a board and for OFAC counsel. The second is a residual risk.
The statutory path is rigid: a participant resolution, a liquidator, publication in the State Registration Bulletin, a creditor window, interim and final liquidation balance sheets, settlement with the FTS and funds, and a deletion record. In most foreign-owned files the FTS will look at the last three years.
A sale of the shares to a Russian buyer is a different statute: for many “unfriendly” sellers it has meant Sub-Commission approval, a mandatory discount to market, and a large budget contribution. Net proceeds can collapse. We do not run that M&A process. We run voluntary liquidation — the path that actually deletes the taxpayer and produces a file you can show counsel.
Colibry runs that path through the affiliate, with English reporting at every statutory gate, so the parent’s GC is never waiting on a Russian-language surprise.
What is in scope — and what is not
We do
- Preliminary due diligence: tax arrears, creditors, open contracts, field-audit risk
- Preparation and notarization of the liquidation resolution
- Appointment of a liquidation commission or liquidator
- Publication in the State Registration Bulletin and the two-month creditor notice
- Asset inventory; interim and final liquidation balance sheets
- Settlement of FTS, social-fund, and known creditor claims
- Field tax audit support if the FTS opens one
- Final package to the FTS and the EGRUL deletion record
- Closing English report and an archive recommendation for the parent
We do not
- Bankruptcy as a substitute for voluntary liquidation (different statute, different team)
- A Government-Commission / Sub-Commission sale to a Russian buyer (M&A counsel owns that)
- A promise of a fixed end date if the FTS opens a field audit
- Distribution of assets that would violate sanctions or export controls
How the work runs
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01
Diagnostic
Arrears, contracts, employees, bank, 1C, and FTS posture. This is where we tell you 6–12 versus 12–24 months.
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02
Open
Participant resolution, liquidator on EGRUL, publication.
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03
Creditor and tax window
Two months of notice, claims book, interim balance sheet, FTS dialogue.
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04
Close
Final balance sheet, settlements, deletion record, archive.
Calendar
| When | What |
|---|---|
| Month 0 | Diagnostic and engagement letter |
| Month 1 | Resolution, liquidator, publication |
| Month 1–3 | Creditor window; often the FTS desk review |
| Month 3–12 | Settlements and final filing — longer if a field audit is opened |
What we need to start
Missing items are a workstream, not a reason to wait. A signed note that a year of filings does not exist is more useful than another month of silence.
- Charter, EGRUL, participant corporate authority to resolve liquidation
- Last three years of tax and accounts, or a statement that they do not exist
- Bank statements and a list of known creditors and contracts
- Employee status (even one leftover employment contract matters)
- Fixed-asset register and any remaining inventory
- Pending litigation or FTS acts
Reporting
Stage-gate English notes: resolution filed, publication date, claims, FTS acts, deletion extract. Nothing material moves without a written status to the client.
Who it is for
Boards that have already decided to exit and need a defensible, documented wind-down rather than a frozen shell.
We will not take
- A “strike off tomorrow” request — Russian voluntary liquidation is not Companies House
- A desire to abandon assets in a way that violates U.S. sanctions
Fees and start
Fixed-scope engagements with fees agreed in advance. Pricing is set after an initial consultation at no charge. Standard liquidation: 6–12 months. With tax disputes or a field audit: 12–24 months. See how the New York contract works and the week-one document pack.