Voluntary liquidation of LLC - the process of long and difficult. It takes about 4 months, and can stretch for a year. You have to submit a letter to tax three times, to prepare the balance sheet twice and make one publication in the media. About everything in order - in our instruction.
1 step. Decide on liquidation
Spend a meeting of the participants of the LLC or prepare the solution of the only founder if the organization has been opened alone.
In the protocol of the meeting or decision of the founder, write that you:
- We decided to start voluntary liquidation of LLC.
- Approved the composition of the liquidation commission and its chairman or appointed sole liquidator.
- Approved the procedure and timing of liquidation. Maximum period - one year.
Protocol of the General Assembly
Solution of the only founder
2 step. Report on liquidation to tax
Within three working days after making a decision on liquidation, submit to the registering tax:
- Notification in form № Р15016. There are two options: a) Submit notice on paper - but then you will have to assure it from the notary, b) to use the tax service - but then you will need an electronic signature. Release an electronic signature will be cheaper if it is not yet. And it will come in handy for publishing information on Fedrayurs.
- Minutes of the meeting of founders or the decision of the only founder about the liquidation of the company.
If you do not submit documents to the tax for three days, they may finf by 5,000 rubles.
How to Submit Documents:
- by mail a valuable letter with the description of investments
- in electronic form through the website of the State Service
- Through a multifunctional center - but not all MFC take these documents, call them in advance.
After 5 working days, the tax will give you a sheet about entering into an incorporation record that the organization is in the liquidation procedure. From this point on, constituent documents cannot be changed and participate as Ltd. as part of other organizations.
Notify the FIU and FSS about liquidation no longer need, the tax authorities will do it on their own.
3 step. Talk about liquidation in the media, publish information on Fedrayurs and inform counterparties
- Publish a message about the liquidation of the company, the procedure and period of application by creditors in the Journal of State Registration Journal. This period cannot be less than two months. During this time, all of whom your organization should require a debt refund. You can publish a message via Fedrayurs - see the next item.
- For three working days From the date of decision on liquidation Make information into a single federal register on the facts of legal entities (Fed Grazurs) . To do this, you need to go to the portal with an electronic signature, as well as set and pay for the account for posting information. Another way — Through notaries using its electronic signature.
- Direct written notifications about the elimination of counterparties, before which you have debts. Make them in free form. The term is not installed, but we recommend doing it immediately after publication in the media. It is best to send a letter by mail - with declared value and description of investments. So you confirm that the creditors notified in writing. Counterparty notification template.
4 step. Tell me the employment service and employees about dismissal
- Warn all employees about the upcoming dismissal no later than 2 months. To do this, make a written notice and familiarize yourself with him workers under the painting. The basis of dismissal - on the initiative of the employer in connection with the termination of the organization's activities in accordance with paragraph 1 of Art. 81 TC RF.Shl
- Apply a written notice to the employment service no later than 2 months. And if the dismissal is a massive - for 3 months. Usually, dismissal is considered mass, if you have more than 15 employees, but some regions can set their own rules - find out in the local employment service. Indicate in the notification of information for each employee: position, profession, specialty, qualification requirements for them and wage conditions. Employment Service Notification Template
- Fuse employees in two or three months after filing all notifications. Give them an output benefit and compensation for unused vacation and save the average monthly earnings for the period while the employee is looking for a new job, but no longer than two months.
- Pass the report of SZV-TD on the day of approval of the order of dismissal or the next business day.
5 step. Prepare an intermediate liquidation balance and pass it to the tax
At least two months after the publication of the report on the liquidation in the media, prepare an intermediate liquidation balance. There are no special requirements, but in practice it is compiled according to the same rules as the usual BBB form No. 1, and add information:
- about the composition of the property of the organization,
- On the requirements that lenders presented and the results of their consideration,
- On the requirements that satisfied the court entered into legal force by the decision.
To prepare the balance you need to understand accounting, so if you do not have experience in this matter, contact your accountant for help.
When the intermediate Bubalance is ready, appult it at the meeting of the founders or by the solution of the only participant to approve Bangalaks.
Submit a liquidation balance in the tax with the notice № Р15016 . Attach documents to the documents confirmation of publication in the "Herald of State Registration" and the minutes of the meeting of the founders or the decision of the Siberian LLC on the approval of Bantales. By law, they are not needed, but in practice the tax can ask them.
6 step. Calculate debt
Pay on debts in order of priority in the Civil Code. Immediately after the approval of the liquidation balance, will count:
- First of all, with citizens, in front of which your organization is responsible for causing moral damage or harm and health, if such is,
- Secondly, with employees in the employment contract for paying salaries and weekends.
A month later, from the date of approval of the liquidation balance, pay off the debts of the third and fourth line:
- Thread to pay all taxes and insurance premiums, fines and penalties,
- Fourth of all - the remaining debts.
If there is not enough money, the liquidation commission sells the property of the organization at the auction. And if the revenue from the sale of the property does not cover the company's debts, then you need to open a bankruptcy procedure. To do this, it is better to contact bankruptcy business professionals.
7 step. Make a final liquidation balance
After calculations with employees, counterparties and the state, make up and approve the liquidation balance. It is also drawn up according to the general rules for the preparation of the balance sheet and approved at the general meeting of founders or by the solution of the sole participant in the LLC.
8 step. Report on taxes, dismissed to employees and take off the cash desk
During the month, from the date of the approval of the liquidation balance, and before submitting documents to the tax on closing, hand over the funds of the reports on dismissed employees:
- SZV experience in the FIU on all employees who worked for you during the year of liquidation,
- SZV-M, if during the last month of liquidation in LLC there were employees for labor and civil law agreements,
- SZV-TD for personnel events, for example, for dismissal,
- calculation of insurance premiums in the tax
- 4-FSS in the social insurance fund.
Also pass tax reports - the law does not set the time limits, but it is necessary to do this before moving to the last step.
- Declaration on USN
You can remove the cashier from accounting in the tax in several ways: to apply for inspection, on the FNS portal or in the personal account of the fiscal data operator (OFD). The deadline for submission of the application is not legally limited.
Article: How to unwind online cash register
9 step. Submit to tax documents to eliminate LLC
After approval of the liquidation balance, the founders can divide the property of the organization. And only last of all submit documents to the tax on closing:
- Statement in form p15016.
- Liquidation accounting balance
- Receipt about the payment of state duty 800 rubles. According to the amendments, since 2019, the state duty is not paid in the case of submission to the registering authority of electronic documents required for Registration of the liquidation of legal entities. Article 333.35 of the Tax Code of the Russian Federation
Submit documents to one of the ways:
- by mail a valuable letter with the description of investments
- in electronic form through the website of the State Service
- Through a multifunctional center - but not all MFC take these documents, call them in advance.
Who can help with documents
There is a service document - it helps to prepare documents for the liquidation of LLC.
And what if not to close the LLC?
Close LLC - long and difficult, so organizations often meet without employees, income and transactions. Such firms do not pay taxes and contributions, but still have to donate zero reporting.
There are abandoned organizations that have no movements on a bank account and which do not give reporting. If it lasts more than 12 months, the tax appears the grounds to eliminate LLC unilaterally without the consent of the founders. But this is the right, and not the obligation of the tax, so in practice it happens rarely. A much more frequently abandoned organization continues to be listed in the register, and it is fined for non-reporting.
Another option to get rid of LLC to sell it. It is easier than to close the organization, but there are its cons:
- Such an opportunity should be provided in the Charter of the Organization.
- The purchase and sale agreement must be certified by the notary - it costs at least 10 thousand rubles, and the maximum cost can reach 150 thousand.
How to close LLC in Elbe
Elba will help to hand over the declaration on USN or UNVD, taking into account the date of liquidation of LLC.
In the section "Requisites" scroll down to the end of the page. Put the checkbox "I want to pass the report when closing LLC". Specify the date when you closed the organization - according to the register of the state registry that you were issued in the tax.
Then in the "Actual Tasks" section, follow the reporting tasks. They will be formed taking into account the dates when you closed LLC.
Voluntary closure of LLC in the absence of activity is a long and complex procedure, but it is this method of liquidation is impeccable legal, excluding serious risks with which alternative options for getting rid of an unnecessary firm are related. We will analyze the process of liquidation of LLC not leading activities in all details.
Types of liquidation LLC
Civil law gives some freedom to founders of a limited liability company, offering several possible options for closing a legal entity.
The standard division of this process is considered to determine voluntary и Mandatory liquidation. However, this classification is generalized and does not reflect all methods and capabilities when implementing the process itself.
That is why the founder proposes two forms of liquidation of society, namely, classical and alternative.
Classical liquidation Societies of limited liability involves the usual closure of society without any possible reduction in risks in the event of a tax audit. Usually, such a process comes into such a legal entity, which is quite capable of paying all his debts, to fulfill its obligations and without extra procedures and sanctions.
So, the classical liquidation of LLC involves several stages:
- The decision on the closure of the Company, which is carried out by the founders after evaluating all the causes, external and internal factors and, of course, the consequences of such actions;
- the appointment of the liquidation commission, in some cases one liquidator, which will be engaged in all further process;
- Posting information on the closure of society in the official source - "Gulf of State Registration";
- Alert all lenders about the decision taken;
- the formation of the liquidation balance, at this stage it will be considered intermediate;
- transfer to the tax authority of the liquidation balance;
- Preparation of the remaining required documents and transfer them directly to the Federal Tax Service.
This process is considered classic just because after committing all the actions listed above, a limited liability company closes without any additional special procedures.
Alternative liquidation Limited liability companies are usually carried out by using specific techniques. They are not typical for the first closure of a legal entity and are a kind of formal process.
So, the following actions are taken to such methods:
- change in the founders or their complete shift;
- Changing the Director-General of the Organization;
- Liquidation or other words reorganization in the form of merger or accession, which also entails the closure of LLC.
Of course, in this option, the Company continues to exist, in fact by changing the form, but does not stop its activities. However, the organization's independent closure is always better and even easier to implement Method of classical liquidation Since there is less risks of violation of the established regulation.
Ways to closure LLC
There are 5 options, how to eliminate LLC without activities:
- through the bankruptcy procedure;
- through the sale (shift of owners / founders and leadership);
- by decision of the FTS;
- By the tribunal's decision;
- By decision of the founders (voluntarily).
The bankruptcy procedure should be initiated only if the enterprise has ceudious debts in front of creditors.
If the task is to close LLC with zero balance, and not minus, bankruptcy is not suitable.
The change of owners of the Company is nothing more than "alternative liquidation", in which Jurlso remains to the EGRULT and DE-Yura continues to operate, but the founders and the head of the company are exempt from all obligations related to it.
This is a tempting way to close the company-LLC without a tax audit, relatively quickly and simple. But it is feasible only under a number of conditions.
At the same time, the IFTS has the right to refuse to make changes to the registry, lenders and the same taxes can successfully challenge the sale of sales in court, and the re-registration of the company on the submarine persons faces criminal liability.
In addition, after the sale of LLC, the claims of old debts can still be charged to the former owners of society and financially responsible persons.
The tax authority has the right to take an official decision on the liquidation of LLC if the activity has not been carried out if there are two conditions at the same time:
- complete lack of accounting operations (accounts) of the company during the calendar year;
- The legal entity does not give reporting in the Federal Tax Service Federal District, FIU and other controlling authorities.
For non-reporting reporting to financially responsible persons, penalties are applied, so that the closure of the zero company is recommended to be avoided by the IPMS decision.
The court's decision
In addition to the value mentioned above, the cost of assets is lower than the authorized capital at the end of the year, the grounds for the elimination of the company-Verdict of the Court are as follows:
- Failure to comply with the norms of paragraph 1 of Art. 51 and paragraph 1 of Art. 52 Fedzakon on narcotic drugs No. 474-FZ;
- The number of participants in the LLC exceeded 50 persons, but the society has not been reorganized into AO or production cooperative during the year.
If the consequences of other violations are eliminated or they were insignificant, the court cannot close the enterprise.
The liquidation of LLC without activities by a court decision is made according to the same multi-step procedure as voluntary closure. The difference is only on the basis for termination of activity - the executive list or the minutes of the meeting of the participants of the Company.
Decision of founders
Voluntary closure of zero LLC - on the basis of a decision adopted by the General Meeting of the Company's participants - is shown if:
- There are no signs of bankruptcy and grounds for liquidation by the decision by the court or the IFX;
- The company meets the above criteria;
- Owners and financially responsible persons are not afraid of tax audit.
There is almost nothing to fear if there is a closure of LLC in the absence of activities for the last 3 years, the company did not change the chief accountant during this period, did not have debts on tax payments, it is in perfect order, the assets inventory act and the auditor's conclusion.
What is zero balance
With the concept of zero Balance Ltd, it is necessary to face in the event of an annual reporting for the FTS. Filling out reporting is mandatory, since, for violation of this paragraph of the Tax Code of the Russian Federation (Tax Code of the Russian Federation), the imposition of an administrative penalty is envisaged both on the enterprise and on its leader (director).
Zero Balance LLC can not be. Under the concept of a balance, not only a certain amount of money or property, taken into leasing or credit, but also the authorized capital of the company, which is introduced upon opening. It is sure to declare the recording in line 1150. Credit funds and property in leasing or on other conditions are also subject to declaration.
According to the Tax Code of the Russian Federation, organizations are obliged to provide reporting on activities no later than March 31 of the year following after the reporting. For example, the organization was founded on 01.02.2017. Reporting must be passed on March 31, 2018. Cash declared on line 1250.
Features of the situation when the activity was not conducted
To begin with, we will deal with such a concept as "did not work".
According to the current legislation, LLC is recognized as such if it corresponds to 3 conditions:
- This economic entity did not carry out actual activities.
- The company did not receive profits and did not transfer funds from its current account.
- The company did not pay wages to employees.
With all this, the organization had to properly provide reporting documentation to authorized bodies and make payments to the Pension Fund.
Specialists recognize that liquidation is the easiest way to stop the existence of LLC without activities, which is associated with a relatively small amount of documentation. In this case, alternative ways of completion of the company's functioning are not applied, for example, bankruptcy or sale. The situation is fixed in the Civil Code when this procedure should initiate tax authorities. This is due to the termination of the activity of LLC.
The firm is recognized as ceasing activities in accordance with the following requirements:
- not a presentation during the year of tax reports and fees;
- During the year, operations should be performed on a settlement account.
This method has a serious advantage - the whole procedure will be carried out by tax authorities, without the participation of founders.
There are also disadvantages - non-reporting can lead to imposition of fines on a legal entity. Plus, the "cleaning" of inactive organizations from the register is infrequent. That is why this method is unacceptable to call the most effective, since LLC can receive many fines, but not to stop their activities.
Termination of the existence of LLC without activities
To begin with, spend an internal check of all documentation, evaluate whether the reporting is filed with the relevant services. Zero reports were to have all the time of idle to go to the FTS, PFR, FSS, statistical authorities, including quarterly, monthly. The missing need to be imagined as soon as possible, but only then begin to say goodbye to the company.
Eliminate LLC if the activity has not been conducted, it is possible by official voluntary closure or sale. The second way will cost cheaper, it will take some time, but the responsibility for the period of the company's work under your leadership will remain on you.
We offer to familiarize yourself with the detailed instructions for the termination of the existence of LLC without activities:
1. An extraordinary meeting is convened, and a decision on liquidation is made. Among those present or with the involvement of third parties, the liquidation commission is formed. Based on the vote, the protocol is drawn up.
2. The form of P15001 is filled, it is notarized and sent to the IFNS along with the protocol.
3. The magazine "Bulletin of State Registration" houses the news of your liquidation (paragraph 1 of Art. 63 of the Civil Code of the Russian Federation).
Thus, you are aware of creditors about your closure - for them it is necessary to specify the timing of the reception of the requirements and its order, and then notify in writing personal notifications.
3. Tax verification is carried out.
If your balance all the time of idle was zero and tax declarations have surrendered on time, this stage may be, by decision of the head of the Department of the IFSN, is omitted. Preparation for verification in any case is obligatory, since this probability cannot be completely excluded.
4. Formation of an intermediate liquidation balance.
If you are listed for you, they should be displayed in the balance sheet together with the order of their consideration. The property is also indicated. On the formation of the PLB should be notified by the tax by submitting a notarized statement in the form of P15001.
5. Calculations with creditors.
6. Direction to the pension fund of general information about all dismissed employees.
7. Formation of the final liquidation balance.
You can imagine it in the IFTS. It is also necessary to fill out and assure a notary application for the form of P16001, grab the certificate from the FIU and the receipt of payment of the relying state duty in the amount of 800 rubles.
8. Pick out 5 days later in the tax required documents confirming the fact of excluding your LLC from the EGRUL.
On average, the liquidation process, not burdened by litigation, occupies from 3 to 6 months. This is not such a long time for a procedure that will allow you to calmly start a new thing.
The decision to close LLC without activity is issued by the Protocol of the General Assembly of Participants (founders) of the Company.
At the same meeting, the second agenda item is appointed by the liquidation commission (for example, as part of a general director, chief accountant and a lawyer) or a liquidator (one individual who performs the work of LIKV. Commission).
A certain structure should be created, which will deal with this issue in the future. For its purpose, or simply to elect a single liquidator, it is necessary to inform about this in the tax service and make an entry in the State Register.
If these conditions are observed, then you can form a group of liquidators, that is, a commission that usually consists of either Company executives or from Founders or Participants . The decision to appoint a commission or a separate liquidator is made by the General Meeting, and in some cases the judicial authority.
The liquidation commission, as well as the company's liquidator have a number of powers and perform the following functions:
- Notification of creditors on the closure of society;
- drawing up a liquidation balance;
- publication of information on liquidation in the official source;
- Sale of property organization;
- debt repayment;
- drawing up a final liquidation balance;
- the distribution of the remaining property between the participants;
- Direction of an application to the Federal Tax Service, in order to register information on the liquidation of LLC.
After completing each of these functions, but it should be, since this is mandatory actions for the appointed liquidation commission, a certificate is issued. This document confirms the fact of registration of information on the closure of a limited liability company, and then LLC ceases to exist.
Notification of the IFTS on the Closure of Jurlitsa
To notify the liquidation of the Yprlitsa, the IFNS is required at a 3-day term from the date of signing and assigning the printing of the meeting of the founders with the appropriate decision on the agenda.
Two documents are submitted to the Tax Inspectorate - said protocol and filled form P15001. The form must be assured notarially, even if it is filled with the personnel by the liquidator / chairman of the LIKV. Commissions (hereinafter referred to as the liquidator).
Alternative to the supply of securities to the tax inspection - the use of electronic service of the FTS on the NALOG.RU web resource.
Having adopted documents, IFTS within 5 business days makes up the entry that LLC is in the process of liquidation, and gives the company to the representative of the company's corresponding written confirmation.
From this point on, all the authorities on the management of the Company are moving from the general director to the liquidator.
Publication in the media
The elimination of zero LLC also requires the publication of an official announcement in the "State Registration Herald".
The representative of the firm has the opportunity to apply for publication online through the website of the magazine www.vestnik-gosreg.ru - the application form is available directly on the main page, the ad text field contains a ready-made sample.
In the announcement, it is necessary to indicate the time to present the creditors of the requirements - 2 months from the date of publication (the Civil Code of the Russian Federation is less, more - not in the interests of the liquidator and participants LLC).
Notification of creditors. Exit Tax Check
To report creditors on the liquidation of society - a prerequisite. They should understand that the company ceases its activities and, accordingly, all existing debts must be paid. There is a number of guarantees to protect the rights of creditors to require the fulfillment of obligations in their favor.
As for the tax audit, at the liquidation stage, there are often cases of some hidden income or at all the non-payment of the required taxes and fees.
It is in order to identify violations of the law in this field and conduct an exit, that is, a comprehensive tax audit on the territory of the organization.
Formation of intermediate liquidation balance
These actions also implements liquidator. After all the requirements have been presented with lenders, but not later than in 2 months, this same balance is drawn up. He records the company's property information, as well as obligations to creditors.
After, the balance is approved by the General Assembly, then a notice of approval is drawn up and sent to the registering authority. It is important to remember that the notice must have a notarization.
For registration, in addition to the balance itself, such documents are also sent as statement , decision about approval of property information and confirmation that all the necessary information was Published in the Gulf of State Registration .
If all the requirements are observed, then the liquidation commission can quietly move towards the next stage of the closure of society.
Section of Assets, Final Document Feed
After calculating on the obligations of the liquidation of the LLC if the activity did not work continues to prepare the final liquidation balance. He is approved for another meeting of the Company's participants with the signing of the Protocol.
Then the IFTS serves:
- certified notarized form p16001;
- Balance with protocol;
- Receipt of state duty;
- certificates about the absence of unlocked obligations to the funds.
By adopting documents, the tax authority makes changes to the register and issues the corresponding written notice to the liquidator.
The person who has opened an account in the bank removes the remaining funds (if any) and closes the bill by terminating the contract with the bank.
Documentation Ltd. surrendered to the archives, and the last movement, how to close LLC if the activity did not go, destroy the seal.
Cost and timing
LCD can be liquidated:
- On their own.
- With the help of specialized firms.
In the first case, expenses will be no more than 2000 rubles and include:
- State duty.
- Payment for notary services.
- Organizational spending.
But since LLC does not work and the staff there are most likely no longer, as well as to speed up the process, the founders may require the services of professionals. In this case, the price and timelines depend on:
- The presence of possible lenders.
- Assigned on the balance sheet of assets.
- State of accounting documentation.
- Fast preparation and providing the necessary documents.
The cost of "help" of professionals may amount to 30000 rubles. At the same time, the timing can range from two weeks to six months.
What you need to do after the closure of LLC
Formally, the closure of any legal entity ends just on the last of the steps discussed above.
However, there are still a pair of procedures that are important in order to further do not recall the limited liability companies, both credit organizations and tax authorities.
Such actions include a solution to the issue with the company's settlement accounts and documents that remained according to the result. Only after these moments are settled, you can completely forget about the previously existing society.
- So, the first is the current account. It must be closed. You just need to contact the bank, providing a bank client application and a certificate, which will confirm that LLC is liquidated. To do this, it is enough to get an extract from the state registry.
The Bank on the basis of these papers is obliged to close the settlement account of LLC. Notify about it Tax authority и The Pension Fund should a bank where the account was opened . After these procedures, the financial side of the question is closed finally, eliminating founders from excessive control of government agencies.
- The second action is the delivery of documents and the destruction of the seals. All that you need to send to the archive establishes a federal law governing this sphere. After doing this rule on the existence of a limited liability company, you can forget without fear of attention from the controlling structures.
One of the main issues in the liquidation of LLC is the fate of the company's property. After public alerts on the liquidation of society and, after a proper term, the partition remains after the closure of the company's property begins. At the same time adhere to the following rules:
- The register of creditors is drawn up within two months after the announcement is published.
- Lenders who have not focused on their claims on a long time, can count on repayment of debts on the residual principle.
- If there is no money on the account or not enough, then the satisfaction of financial requirements is carried out by the property sold at bidding.
- The order of the return of debts in the liquidation of LLC is painted in the 64th article of the Civil Code and everyone must adhere to it.
- If funds for full debt repayment lacks even after the sale of all property, the debts are repaid all creditors in proportion to the magnitude of the Company's obligations to them.
- If, after complete elimination of the property, part of the debts remained not redeemed, then it is written off automatically.
- The remains of property are distributed between the founders depending on their share in the authorized capital.
Liquidation of not leading activity Ltd. will liberate you from responsibility and unnecessary paper red tape. If things during the company work was carried out cleanly, there were no unresolved issues with creditors and there is no desire to mess around with closing, you can sell our own society. Analyze all the pros and cons of possible options for your case - everything is individually.
When they are closed, they usually go along the path of liquidation or reorganization. Another company can be sold, but this is the topic of a separate article. This time we'll figure it out with liquidation.
Liquidation is the process of closing the company. Liquidation can be forced or voluntary. Forced usually initiates the tax. Voluntary - founders of the company.
In the autumn of 2018, I was engaged in voluntary liquidation of the company. This means that the company completely stopped its activities and closed all debts - now it is not.
Causes of liquidation LLC
There is no approved list of reasons why LLC is liquidated voluntarily. But, in my opinion, this should be common sense: for example, a business does not bring income to which they were calculated, or something In this spirit.
If you just want to do something others - not art sell, and things from China carry, then I would I advised to simply change the OKVED codes, and not to close the LLC. Companies without employees and revolutions In most cases, it is only necessary to donate zero reports, and it is not necessary to regularly pay to the budget.
Who is the company's liquidator
The founders of society trust the liquidator to solve all the questions on the closure of the company: it will take it from three months to one year. Liquidator can be a member of the LLC, a hired employee or somebody Not absolutely related to the company.
Step 1 Sust the protocol of the general meeting of participants
The closure of the company begins with the decision: LLC participants must decide whether it is unanimously that it is time to close.
This decision must be recorded documented in the protocol of the General Meeting. If the participant is one, then it is simply a solution. In the document, we write about the fact that the liquidation commission is created or the liquidator is appointed.
The approved protocol template is not, but it is important to specify in the document:
- Date of the meeting.
- The name of the company.
- The names of the participants.
- Agenda meeting.
- The cause of liquidation.
- Term for liquidation.
- Decision on the appointment of liquidator.
- The name of the liquidator.
- Signatures of all participants.
- Printing an organization.
Add to the text of the protocol: "The authenticity of the protocol of the meeting of the participants of the Company, as well as the authenticity of the decisions adopted at the meeting, is confirmed by the provision of all participants in the Company and does not require notarization," so you will not need to assure it from the notary in the presence of all participants.
For the reasons of liquidation, it is better to specify something Formal: for example, the lack of financial and economic activities. Still in the decision the name of the liquidator should be indicated.
To start elimination, the liquidator will need a statement P15001. He is signed by the liquidator itself at the notary so that he immediately His assured him. You need to have a passport and originals of constituent documents. This statement can be submitted without a notary - through the website of public services or FTS.
In my case, the notary watched only the charter, but I know that in such cases my acquaintances asked a complete set of constituent documents:
- The last editorial office of the Charter.
- Memorandum of association.
- Certificate TIN.
- Protocol Decision on the liquidation and appointment of the liquidator.
For the assurance of the signature I took 1350 Р.
To fill the R15001 and other forms from the first time, I downloaded the "Document Preparation Program for State Registration" from the Tax site. It works only on windows.
Step 2 Weekly tax that you plan to close LLC
Within three working days from the date of the meeting, you need to report a tax on the closure of the company. The countdown begins from the day when a protocol or decision on liquidation was signed. If this is not done on time, you can finf by 5000 Р.
Report - means to submit documents to the tax, where the company was registered. In St. Petersburg This is the Interdistrict Inspectorate of FTS No. 15 in St. Petersburg (Unified Registration Center), in Moscow - MIFNS of Russia No. 46 in Moscow (Unified Registration Center).
Documents to file:
- The original protocol of the general meeting of participants on the beginning of the elimination and appointment of the liquidator.
- Notification in form P15001, certified by a notary.
Documents can be passed in any way:
- In the tax, where LLC was recorded. Here the documents can be submitted not only by the liquidator, but also, for example, the courier, but the latter will need notarial power of attorney.
- Via MFC.
- Through the notary.
- By mail: a valuable letter with the description of the investment, but the signature on the inventions should be assured from the notary.
- In the section "Applying Electronic Documents on State Registration" on the tax site.
- Through the state service portal.
Five working days after the start of the elimination, we receive a list of records from the register with the entry "Organization in the Elimination Process". Recording about the company in the incorporation can be found on the company's tax on the TIN or the company name. The Pension Fund and the Social Insurance Fund to notify the closure of LLC is not necessary, the tax is engaged in this.
I chose the electronic sending of documents through the notary, it was worth 3100 Р. The answer came in five working days: the notary called. I took the register list of the EGRULA, which was recorded on the decision of the decision on the liquidation and appointment of the liquidator. Conducted by a notary sheet cost 270 Р.
Total for closing on the notary I spent 7420 Р:Request signatures on three statements, sending documents, extract from the register.
STEP 3RMP Mass media
As soon as they received a sheet of records from the tax, you need to submit information about liquidation in a special media - "State Registration Bulletin". "Bulletin" publishes a note about the liquidation of LLC - and within two months from the date of publication, creditors with the requirements may apply to you.
On the site "Bulletin" you need to register: you will need to specify the name, name, login, address, telephone, TIN. Bulletin comes out every seven days, here is a schedule for 2019.
Next, you need to fill out an application form to publish a message and attach documents:
- Power of attorney in the form of "Bulletin".
- Transmittal letter.
- A copy of the register list of an EGRULA, which introduced an entry on the beginning of the elimination and purpose of the liquidator.
Documents need to be either downloaded to the personal account and sign the CEP, or bring the originals to the editor. If you have handed over electronic reporting, then, most likely, you have a CEP - faster and more convenient to download documents through the site.
You will be given a receipt - it needs to be paid. I got 1911.6 Р. You can pay from the current account, on the map or cash. I paid from my card.
Step 4ower creditors
Next, you need to contact creditors and report that you are going to eliminate the company. This should be done in case the lender does not view each new release of the "Bulletin".
Creditors are considered to be companies that you need money. For example, you have been delivered goods, there was a prepayment, and you did not pay part of the money. In this situation, the supplier is your lender.
You need to notify in writing, and it is easiest to do by mail - send a letter with a notice of delivery.
Send notifications need no later than the release date in the media. Creditors are waiting for two months from the date of publication news in the "Herald".
My company has no creditors, so we did not send anything, and after a notes in the media, no one stated the requirements.
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Step 5 Foloser employees, notify employment service
The dismissal of employees in the liquidation of the company is the topic of a separate article, here I will describe only common things.
Warn employees need no later than two months before dismissal. To do this, you need to make a notice, employees must read it and confirm this with their signature. The form of the application is arbitrary.
When liquidation, it is possible to dismiss even those employees who are usually impossible, for example, vacanters, ill or pregnant women.
Two months before the dismissal of employees, you need to warn the employment center. If the dismissal is a mass, then you need to warn in three months. "Massiness" each region determines In their own way , eg in St. Petersburg This is from 15 people.
On the center's website in the "Documents for Employer" section there is a notification template. Applications We send to the employment center at the place of registration of LLC. You can do it both personally and by mail or through the site.
To make dismissal, you will need an order and note-calculation. In the workbook you need to write a base: "p. 1 h. 1 Art. 81 TC. "
An employee in hand needs to issue documents:
- Labor book.
- Certificate of earnings for the current and two previous years.
- Help 2-NDFL for the current year.
- Extract from the SZV experience.
In detail, we wrote about the dismissals in the article "How to make an employee to the staff correctly, and then dismiss it."
Further for employees need to pass accounts:
- To the tax - calculation of insurance premiums and 6-NDFL.
- To the Pension Fund - SZV-M. и SZV experience.
- To the social insurance fund - 4-FSS.
Within 15 calendar days from the date of the settlement, it is necessary to pay contributions that counted on insurance premiums and the report 4-FSS.
I was engaged in a company in which one-General Director-General, which is in long-term leave without detention. But I still had to handle zero reports SZV-M. , SZVM experience и 4-FSS. Then I requested the reconciliation of calculations from the tax, FIU and FSS to make sure that the company has no debts. Tax responded in two days, the FIU - immediately after the request, FSS - ten days later.
Step 6 From accounting Online Cass, close the current account
To remove the cash register from the register, you need to apply to the tax and attach a report on closing a fiscal drive. The application can be submitted on the website of the tax or in some cases personally in tax.
According to the rules of the CCT, it will take off from accounting within ten working days from submitting an application. After that, a card for removing the CCT from the registration accounting is formed. In electronic form, such a card is formed in a couple of hours. In my organization, the box office did not have - calculations were only non-cash with legal entities.
To close the current account, you need to fill out an application for closing an account and transfer to the bank. I did not have to do this: the bank in which the company had an invoice closed, the company was transferred to another bank, and there we did not open an account, since the company no longer worked.
Step 7 Total Debts
After serving the intermediate balance, you need to distribute debts. Usually it goes money from the current account. If there is not enough money for the repayment of all debts, then the liquidation commission sells the property of society at the auction. If the sale did not help to gain money for all debts, the liquidator can launch the recognition of society bankrupt.
In my case, the company did not have any debts.
Step 8 Speed Intermediate and Liquidation Balance in the District Tax
In general, the liquidation balances are two: one intermediate, another outcome. Now we are talking about intermediate. It needs to reflect the company's property information, creditors' counterparties and the results of their consideration. Here the same I filed a final liquidation balance.
Step 9 Speat a package of documents for closing to urban tax
After you have dealt with the debts, you need to submit a final set of documents in the FTS. That's what happens to it:
- Intermediate liquidation balance.
- The application in the form of P15001, certified by a notary.
- Protocol on the approval of the intermediate liquidation balance.
- Statement in form p16001. The signature on the statement is certified by a notary or filed in electronic form.
- Final liquidation balance.
- The decision to approve the liquidation balance.
- Receipt of payment of state duty 800 РFor the closure of LLC - from 2019 it is not necessary to pay it.
Strictly speaking, the intermediate liquidation balance is served separately, but if you know exactly that your LLC does not have debts or creditors, you can apply everything together.
The set of documents I described in the accompanying letter, but it is optional - in the tax I was given a receipt where all the documents were listed and the preliminary date of the decision was listed.
The state duty for the liquidation of LLC can be paid either directly on the tax site, or fill there Receipt and pay in the bank branch. I liquidated the company in 2018, so I paid the state duty of 800 rubles. Since 2019, the state duty is not needed to pay.
Five working days after submission of documents, the tax will give you a certificate of termination and notification of deregistration.
Step 10 Documents in the archive, destroy the seal
If the company has ever calculated and paid a salary, then the documents must be submitted to the archive. In my case, it was Tsygals St. Petersburg.
These documents should be passed to the archive:
- Orders on personnel, admission, dismissal, translation, promotion.
- Labor contracts, contracts of contracts with individuals, acts to them.
- Personal cards T-2.
- Facial accounts or settlement statements.
- Originals of personal documents that did not take employees (employment records, diplomas).
- Accident insurance contracts from accidents, if they were.
To the documents correctly archived, you need to provide:
- Decisions, protocols on the establishment and liquidation of the organization, change the address, etc.
- Certificate OGRN, TIN, KPP, EGRUL.
There are no special requirements for the destruction of print.
Step 11The check out an extract
The tax receipt indicates a preliminary closing date of the company. Focus on it - from this day you can look at the site an extract from the EGRUL. When applying to the tax, you can specify how you want to get an extract, it came to me by mail.
Close LLC yourself - 3 months and 10 131.6 Р
|Statement in the media||1911.6 Р|
|State duty (since 2019 is not needed)||800. Р|
State duty (since 2019 is not needed)
Closing companies will be relevant, perhaps always. Especially when the epidemic will finally pass.
Already, there are forecasts that not all companies will "float" after the removal of all restrictions. For example, at least 90% of closures predicted the restaurant business at the end of April.
So how is it right, and most importantly, legally close the company?
Next - understandable article. But if you want to keep yourself useful materials, click below:
Get instructions for liquidation of LLC .
The first way: do nothing. Nothing at all
Yes, the company can be just quit. Another thing is what the consequences from such a "throwing" will be.
If the company is simply ignored, not to take reporting within 12 months, close all accounts (or simply not to carry out funds), the tax authorities recognize it inactive, and eliminate from the EGRULT in accordance with Article 21.1 of the Federal Law "On State Registration of Legal Entities and Individual entrepreneurs. "
Problems of this exception:
- The exception will be with debts before the budget Because for not the delivery of accounting reporting there are fines in order 1 of Art. 126 NK and Art. 15.6 COAP. Fines are not very big there, but debts as such will be.
- Based on the previous paragraph, the exception with debts before the budget entails Inability to the director of the company and its participant With a share of at least 50% of those in other registered companies within 3 years.
- Tax author not so carefully exclude such companies from the register . From the moment of the decision on the upcoming exclusion until the exception may pass a lot of time. The problem company will hang in the register.
Among the advantages, the truth is dubious, it can be noted that there are no costs here.
Sometimes a variety of such a way of getting rid of the company is called Schröder.
The method of the second: "Alternative methods"
This method combines several options that were actively used until 2015. After that, they dramatically went to the decline.
As a rule, the main model looked like this:
- The company changed director and participants. Instead of the director, the management company was put, optionally it could be a non-resident or an offshore company.
- The company "moved" to another region. As a rule, to the other end of the country.
- After that, the company joined another company. Such connections simultaneously could be somewhat (the so-called "chamomile").
- And as a result, the company-successor was eliminated.
Sometimes the entire scheme was used, sometimes only some of its components. So, the change of actors on non-residents was explained by the fact that "no one will seek them." The same with offshore companies.
However, the complete entry into force of the provisions of 67-FZ, as well as a number of orders of the FTS, gave the tax authorities to counteract the "alternative" methods. Thus, the procedure for suspension of registration followed by the challenge "on the conversation" in the inspection of its acting persons eventually turned the reorganization procedure in what the legislator was originally conceived.
It is because of the activity of the tax authorities that they this year due to the crisis will only be strengthened, you need to be sure that the liquidation of LLC will be clearly under the law.
Get free analysis of your situation with specific recommendations of the company's liquidation.
And what is especially important - All recommendations are given to the new requirements of the FTS from January 15, 2020.
It is also actively used by such a tool as "checking information made to the register for their confidence." This allows you to suspend the procedure for registering changes for a sufficient period in order to find out all the "problem spaces".
After 2015, "Alternative" ways to get rid of companies sometimes have a place to be. But their use is fraught with problems. Starting from the marks of inaccuracy in the Unified State Policy and Black Lists for the existing persons, ending with articles in the Criminal Procedure (173.1 and 173.2, in particular).
The third way is to eliminate how it is
The one is the procedure that the legislator has conceived under articles 62-65 GK in order to terminate the company's activities in accordance with the law.
Actually, it lasts up to a year (for a longer period you need to extend through the court), consists of several stages and and strictly regulated deadlines. For example, after publishing a message about the beginning in the "Herald", you need to withstand at least two months (rarely who writes a longer period), and only then register the next stage.
Briefly, consists of the following mandatory stages:
- The decision to eliminate the company and the appointment of the liquidator (liquidation commission is characterized by the number of people).
- State registration of this decision.
- Publication in the "Herald".
- Withstanding a mandatory period (at least 2 months) so that the creditors declare their requirements.
- Drawing up an intermediate liquidation balance. It reflects, among other things, the claims of creditors who have been declared.
- State registration report on the preparation of an intermediate liquidation balance.
- Drawing up, inventory, accounting of all property, assets, funds of the company. In fact, it resembles the preparation of "competitive mass", by analogy with bankruptcy.
- Calculations with creditors, the sale of property, the distribution of funds remaining after the calculations between the participants.
- Drawing up the final liquidation balance, the destruction of the press, closing the accounts, the transfer of documents to the archive.
- State registration of the exclusion of the company from the register.
- If the company has the risk of an on-site tax audit (high speed, VAT-Niki), then liquidation will not save it. At the time of the inspection, the liquidation will be suspended.
- If the company will begin to collect debts through the court, the elimination will be suspended until the end of recovery.
- If the company has debts before the budget, and they have nothing to pay off - they will not be given to eliminate.
- Even if the elimination has been successfully carried out, at the request of interested persons, it can be challenged.
Among the advantages are a completely legal procedure.
Fourth way: simplified bankruptcy
Liquidation through the bankruptcy procedure is a legitimate way to stop the company's activities, even if it has debts. And even if they are before the budget. By the way, it is quite possible, this method will be extremely demanded after the removal of all restrictions in connection with quarantine.
The essence of this procedure is necessary to show the tax authorities and the court that the company has no property to meet the requirements of creditors. This can be shown at the stage of liquidation of the company - when compiling an intermediate liquidation balance.
Thus, the stages will be the following:
- The decision to eliminate the company and the appointment of the liquidator (liquidation commission is characterized by the number of people).
- State registration of this decision.
- Publication in the "Herald".
- Withstanding a mandatory period (at least 2 months) so that the creditors declare their requirements.
- Drawing up an intermediate liquidation balance. It reflects, among other things, the claims of creditors who have been declared.
But further it is necessary to apply to the arbitration court on the simplified bankruptcy procedure of a legal entity. There is no observation procedure in the simplified procedure, the competitive proceedings are immediately introduced, according to the results of which the court makes the definition of the company's liquidation. This definition is sent to the tax inspection, and on its basis the company is deleted from the registry.
- It is necessary to carefully withstand all terms and regulations so that the tax authorities do not have time to start checking.
- From the on-site tax audit, this method will not save
- Legal way to close the company with debts.
Last method: bankruptcy company
The longest, complex and very regulated procedure. Requires a company compliance with several criteria.
For example, in order to start the procedure of another company, it must comply with the following requirements:
- The amount of debt (without penalties, fines and interest) is equal to or more than 500,000 rubles.
- Duty should be "searched" (confirmed in court).
- Professional to the return of debt at least 3 months from the date of the decision of the court entered into legal force.
The head of the problem company may also apply for the bankruptcy of this company ("self-banner"). Here the amount of debt is not important, it is enough to prove the offensive situation. When the company cannot respond to its obligations. Moreover, he must do it. Since financial analysis later may prove that he could foresee the onset of such circumstances, which means it was obliged to declare bankruptcy.
Minus applying to the debtor - he will not be able to choose the arbitration manager. This, of course, is not a guarantee of a safe outcome of the case, but can help. Better when the Arbitration Manager works in your interests.
Find out, How to eliminate Ltd. with any debts without a tax audit .
After submitting an application to the Arbitration Court, the Court takes it to be manufactured, and depending on the workload, appoints the first meeting, which resolves the issue of the introduction of the procedure for observing and appointing the arbitration manager.
After the introduction of observation, within 10 days you need to be published in the "Kommersant". During this procedure, the register of creditors' claims is being formed, and upon its end, the question is solved what to do with the company.
After the introduction of the observation procedure, in relation to the debtor's company:
- suspend debt recovery;
- Executive proceeds are suspended;
- Almost to zero, the likelihood of destination of the departure tax audit is reduced;
- Existing GNPs are suspended.
- Other checks of the company are also suspended.
If, according to the results of the observation, it turns out that the property to meet all the claims of creditors is not enough, the procedure of competitive production is introduced.
After the completion of the bankruptcy proceedings, the company is excluded from the EGRULA according to the court definition.
Cons of the procedure of liquidation through bankruptcy:
- The procedure is complex, long and expensive;
- This procedure must be prepared in advance;
- Extremely desirable sought judicial decision from a friendly creditor.
- Need a friendly arbitration manager.
In general, it is necessary to prepare for this procedure in advance. And submitting a bankruptcy statement is not the beginning of the procedure. It's rather her middle.
- The risk of exit tax audit is removed;
- Executive proceedings, property arrests, bank accounts;
- The ability to eliminate the company with debts.
In general, each of the ways are needed in different cases. In one case, it is more correct and it will be easier to conduct official liquidation. Somewhere better simplified bankruptcy. And somewhere - a complete bankruptcy procedure. Different "Alternative Methods" we would not advise.
Did you have any questions about choosing a way to get rid of an unnecessary company? Leave your contacts, we will help you!
Liquidation Ltd. is the termination of the existence of a limited liability company without the transition of his rights and obligations in order of succession to other persons. Entity can be liquidated by its participants voluntarily or by court decision In the cases referred to in Article 61 of the Civil Code of the Russian Federation. In this article, we will consider the process of voluntary liquidation of LLC.
The process of liquidation of society is complex and long. Before you start, think, maybe in your case there is an opportunity to sell your share in the organization to other persons. In this case, LLC will continue to exist, but without your participation. This option is called "alternative liquidation", although it would be more correct to call it an "alternative to liquidation".
In addition to liquidation, the Company can be reorganized. We give a brief description of the types of reorganization of LLC:
Type of reorganization
Article Law "On OOO"
Creating a new society with the transfer of all rights and duties of two or several societies and the termination of the latter
Termination of one or several societies with the transfer of all their rights and obligations to another society
Termination of society with the transfer of all his rights and duties of newly created societies
The creation of one or several societies with the transfer of him (s) of the rights and obligations of the reorganized society without stopping the latter.
The Company has the right to transform into the economic society of another species, economic partnership or production cooperative
Before starting to eliminate LLC, it must inform about this fact and about the upcoming dismissal of its employees and the employment authorities, no later than two months before the start of the process. Fired employees are paid a day off manual in the amount of average monthly earnings, in addition, the average monthly earnings remain for them for the employment period, but not more than two months from the date of dismissal (Article 178 of the Labor Code of the Russian Federation).
If in your case it is necessary to eliminate LLC without moving his rights and obligations to other persons, we propose first to familiarize yourself with the sequence in which the liquidation should take place, after which we will consider these items in detail.
- Deciding on the liquidation and appointment of the liquidation commission.
- Notification of the fact of the elimination of tax inspectorate and funds.
- Publication on liquidation in the "State Registration Herald".
- Notification of liquidation in Fed Grazurs (EPRSFDUL).
- Notification of each creditor on the liquidation of society.
- Drawing up an intermediate liquidation balance.
- Submission to the tax inspectorate of a package of documents for liquidation.
- Receiving documents on state registration of liquidation LLC.
Decision on the liquidation and appointment of liquidation commission
Deciding on the voluntary liquidation of LLC refers to the competence of the general meeting of participants, but the Board of Directors, the sole executive body (director) or the participant of the Company, can offer liquidation. The decision to liquidate LLC must be taken by all participants unanimously. If the participant in society is one, then such a decision, naturally, is in its competence.
The liquidation commission may include directors, chief accountant, legal adviser and other qualified specialists, but it may be one person called the liquidator. The obligations of the liquidation commission (liquidator) are given in Article 62 of the Civil Code of the Russian Federation. The Commission is moving all the authority to manage the affairs of the Company and submit it in court, therefore it is (or liquidator) is responsible for all stages of liquidation of LLC.
Example of the protocol of the general meeting of participants on the liquidation of LLC
An example of solving the only participant on the liquidation of LLC
Notice of the fact of the elimination of tax inspection and funds
We need to inform the tax inspectorate on the liquidation of LLC within three working days after the adoption of the appropriate solution in the form of P15016, certified notarized. The decision is made to the notice itself on liquidation. Based on these documents, the tax inspectorate introduces information that LLC is in the process of liquidation. Notify funds (FIU and FSS) about this fact independently no longer required.
After receiving the notice of the liquidation of the LLC, the Tax Inspectorate may start an on-site inspection, regardless of when and what subject a previous check was conducted. Request documents related to the appointment, recalculation and payment of pensions, payment of contributions and benefits can also funds - Pension and FSS.
Publication on the liquidation of LLC in the "State Registration Herald"
According to paragraph 1 of Art. 63 of the Civil Code of the Russian Federation The liquidation commission must publish a report on the liquidation of LLC in the media. The message indicates the procedure and term of the claims of creditors, which cannot be less than two months from the date of publication.
Order of the Federal Tax Service of Russia of 16.06.2006 N SAE-3-09 / 355 @) established that the publication in which the report on the liquidation is published is the "State Registration Bulletin". You can place a message through a special form.
Notification in Fed Grazurs
Fed Grazurs is a single federal resource of information on legal entities. Previously, information about the liquidation of LLC in Fedrayurs was transferred to the tax authorities. However, now this duty was entrusted to the organization itself. Therefore, within three working days, after making a decision on liquidation, it is necessary to submit a notice of this to Fed Grazurs (Article 7.1 of the Law "On OOO"). Placement is paid and requires an electronic signature or reference to a notary.
Notification of each lender on the liquidation of society
In addition to publication in the "Herald", the liquidation commission must notify in writing about the beginning of the procedure for the liquidation of LLC of all known lenders. The fact of notifications must be confirmed by custom letters with a notice of the presentation or signature of the creditor authorized person. At the notification stage, calculations with individual creditors are not yet made, but only claims are made by them.
Drawing up an intermediate liquidation balance
The intermediate liquidation balance containing information about the composition of the property of the liquidated Ltd. and the list of payables is drawn up after the expiration date specified in the publication in the "Herald" (at least two months).
The compilation of such a balance must be reported to the Tax Inspectorate in the form No. P15016. If, with the first submission of the form, in Section 2, the reason for the application of the application "3" was indicated, then to notify the compilation of the intermediate balance, it is necessary to enter the number "4". In addition to the notice to the tax, the decision to approve the intermediate liquidation balance, the balance itself and a copy of the leaf of the Bulletin with publication or supporting documents.
After approval of the intermediate liquidation balance, the Commission begins to make calculations with creditors. Requirements are satisfied in the order of priority established by Article 64 of the Civil Code of the Russian Federation:
- The requirements of citizens, in front of which liquidated Ltd. is responsible for causing harm to life or health, as well as requirements for compensation for moral damage;
- calculations for the payment of wages and weekend benefits of workers adopted by the employment contract and on the payment of author's remuneration;
- calculations for mandatory payments to the budget and extrabudgetary funds;
- Calculations with other creditors.
If the funds are liquidated by LLC lacking for the repayment of all debts, the property of society should be sold from public auction.
Please note: in case of deficiency of property of the liquidated legal entity to meet the requirements of creditors Liquidation Commission obligated to contact the arbitration court with a statement bankruptcy statement (Art. 63 of the Civil Code of the Russian Federation). Based on this, the voluntary liquidation of LLC is only possible if the organization does not have debts.
If it becomes clear before the liquidation of LLC, it becomes clear that the cash and property of society will not be enough to meet the requirements of all creditors, we recommend immediately contacting bankruptcy specialists. There are a lot of nuances, such as bankruptcy, and who will appoint an arbitration manager. You should not even try to get rid of dubious advice from the property of the LLC before it is liquidation, so as not to be attracted to subsidiary responsibility.
Submission to the tax inspectorate of a package of documents for the liquidation of LLC
After the creditors' claims are satisfied, the Commission is a final liquidation balance containing information on those assets of the firm that remained and must be distributed among the participants. And intermediate, and final liquidation balances are approved by the general meeting of participants.
If, due to the unscrupulous actions of the liquidator, the assets of the organization in the final balance will be more than in the intermediate, the tax inspectorate may refuse to eliminate LLC.
Indeed, the assets specified in the intermediate balance in most cases can only decrease (due to the satisfaction of creditors' claims), but not to increase. If the asset growth occurs on the final balance sheet, this may say that the assets were temporarily derived from the LLC in order to "not go to creditors." While the process of liquidation is being conducted, the organization may continue to carry out profit activities, but in practice, counterparties with great distrust relate to such transactions. Economic operations for assets in LLC "arrived" after the approval of the intermediate balance may be subject to a thorough check of tax authorities, and cause refusal to eliminate LLC.
The claim for the recognition of the elimination of LLC is invalid due to the fact that the amount of assets on the final balance exceeded the amount of assets by intermediate balance can subsequently and lenders whose requirements remained unsatisfied. Judicial practice on this issue is available, and it is not always in favor of unscrupulous participants of the liquidated LLC.
After completion of calculations with creditors, the property of the liquidated organization is distributed among the participants of the Company (Art. 58 of the Law "On OOO"). First of all, the payment of the distributed, but unpaid part of the profits is made, and in the second - the remaining property of the Company is distributed in accordance with shares in the authorized capital.
The final package of documents for registering the liquidation of LLC consists of:
- The third statement in form No. P15016, certified notarized;
- final liquidation balance;
- Decisions of the General Assembly on the approval of the liquidation balance;
- document on the payment of state duty (800 rubles);
- A document confirming submission to the FIU and FSS information of personalized accounting.
State registration of the liquidation of LLC is held on time not more than five working days from the date of submission of documents in the FTS.
Receiving documents on state registration of liquidation LLC
The only document that confirms the liquidation of LLC is a list of recording a single state register of legal entities in form N R50007.
Methods for filing and receiving documents in the process of liquidation of the LLC are the same as other appeals to the Tax Inspectorate:
- personally chairman of the liquidation commission or liquidator;
- representative of a notarized power of attorney;
- by mail with the announced value and the description of the investment;
- signed by electronic digital signature.
After the liquidation of the LLC is confirmed by a list of recording from an incorporation, only: to close the current account; destroy printing in a specialized organization; Suppose documents of liquidated society to the archive (Art. 23 of the Law of 10/22/2004 N 125-FZ).