Последствия исключения юридического лица из реестра: теоретический аспект

https://doi.org/10.24031/1992-2043-2026-26-3-10-47 The article analyses how the removal of a legal entity from the Unified State Register of Legal Entities affects its legal personality and the fate of its property that was not distributed during liquidation. The author shows that the introduction of paragraph 5.2 of Article 64 of the Civil Code of the Russian Federation has cast doubt on the traditional approach under which removal from the register always definitively terminates the existence of the legal entity and all its rights and obligations. The article compares the main theoretical models developed in Russian and continental legal doctrine: declaratory theories, various constitutive theories, including the theory of the community of participants and creditors, the simple partnership theory, the theory of an ownerless estate, and the dual-fact theory. The author systematically assesses the advantages and disadvantages of each of these concepts in terms of their consistency with current Russian law, judicial practice, and the logic of liquidation procedures. The dual-fact theory is proposed as the least contradictory explanation, while the theory of an ownerless estate is considered as an alternative capable of producing similar practical results. Keywords: liquidation; legal personality; corporate law.