Various life circumstances sometimes force business owners to close it. The reasons for this can be very diverse. The main thing is that this process takes place taking into account all legal requirements, which guarantees the elimination of problems in the future. Therefore, even at the start of your own business, when choosing, it is worth studying how to close an LLC if necessary. Please note that in 2016 this process changed somewhat.

Options for closing an LLC

Law enforcement practice on the issue of terminating the activities of legal entities allows us to highlight the following options for closing an LLC:

  1. voluntary, by decision of the participants;
  2. forced - in court based on the requirements of the tax authorities;
  3. bankruptcy;
  4. alternative - by completing a chain of registration actions.

The specific option for terminating activities depends on the current situation and has its own characteristics both in terms of the procedure itself and the consequences.

Compulsory liquidation

Tax authorities, if there are grounds provided for by law, may apply to the court to exclude an organization from the Unified State Register of Legal Entities. The grounds for exclusion may be: absence of economic activity for a long time, gross violation of tax laws or other legislative norms, etc.

By a court decision, the registration of a legal entity is terminated. In practice, tax authorities often initiate procedures for the forced closure of LLCs, especially in relation to companies that are used in black and gray tax evasion schemes. Moreover, if previously such liquidation was carried out without any serious consequences for the founders and managers, recently there has been a tendency to bring the founders and managers of such legal entities to subsidiary liability. Most often, tax authorities resort to this in cases where the amount of tax debt exceeds several million rubles, the founders received.

Bankruptcy

Closing an LLC can also be accomplished through bankruptcy proceedings. As a rule, this option is used if a legal entity has significant debts. Liquidation during the bankruptcy process takes a long time and in most cases is very costly for the legal entity being liquidated.

Business owners often resort to this option in order to avoid debt obligations. However, as part of bankruptcy, measures are taken to cover all debts, including those to the budget, and even declaring a legal entity bankrupt does not always mean that all debts have been written off. In this situation, the law also allows management and owners to be held vicariously liable. In addition, if the fact of deliberate bankruptcy is proven, criminal liability cannot be ruled out.

Closing an LLC through bankruptcy is justified only if the debt arose as a result of unforeseen circumstances and the business owners are ready to consider all possible options for resolving the current situation.

Advice: if the lack of funds to satisfy all obligations is obvious, then it is better to initiate bankruptcy proceedings rather than begin the process of liquidation of the legal entity. As practice shows, in this case the process of closing an LLC will take less time and will allow to reduce costs to a certain extent.

Alternative liquidation

The so-called alternative liquidation has gained some popularity among business owners. This procedure provides for a phased change of the head of the legal entity, and then its founders, or the reorganization of the legal entity is carried out through merger. Thus, in two to three weeks the company has a new owner and manager. In fact, within the framework of this procedure, the closure of the LLC does not occur, since the organization is still listed in the Unified State Register of Legal Entities.

For a long time, in this way, unscrupulous business owners got rid of problematic enterprises with tax and payable debts, used in illegal tax evasion schemes, etc. Conscientious businessmen who did not want to waste time on the lengthy procedure of closing an LLC also resorted to this option.

But due to the strengthening of control over registration actions in relation to legal entities in 2016, such actions are extremely risky. Increasingly, tax authorities are turning to the police to check actions to change the owners of a legal entity. In this regard, it is not advisable to consider this option for terminating the activities of the enterprise; the possible consequences completely cancel out all the possible benefits of such liquidation.

Voluntary liquidation of LLC

The legislation provides for the possibility of terminating the activities of an enterprise by decision of its owners. Moreover, this can be done for any reason, which does not have to be indicated in the decision to liquidate the LLC.

In 2016, this procedure was somewhat simplified; for example, its head can now submit applications to the Federal Tax Service to begin the procedure for liquidating a legal entity and appointing a liquidator.

Voluntary closure of an LLC is a lengthy and quite troublesome procedure, but it is worth it, since this option for terminating activities is the most reliable and eliminates any problems for the founders and managers in the future. An analysis of the registration actions of tax authorities shows that in 2016, more and more legal entities cease their activities through voluntary liquidation.

Step-by-step instructions for closing an LLC

If the decision to close the limited liability company is firmly made, then it is necessary to begin preparations for the liquidation procedure. It is immediately necessary to take into account that you will need a certain amount of time and some financial reserve, the size of which depends on the current situation.

The first stage is the meeting of founders

The decision to liquidate the LLC must be confirmed by a corresponding decision of the general meeting of participants. It should be remembered that in 2016 all such decisions must be notarized. Along with the decision to close the enterprise, it is also worth making a decision to appoint a liquidator or create a liquidation commission. This decision can be drawn up in a separate document, or it can be included as a separate paragraph in the decision on liquidation.

Stage two – notification to the Federal Tax Service

Within three days from the moment the decision on liquidation is made, the tax office must be notified. For notification, a special form P15001 is used, which also must be certified by a notary. The minutes of the general meeting are also attached to the notice.

Within five days, the Federal Tax Service will make an entry in the Unified State Register of Legal Entities about the beginning of the liquidation procedure of a legal entity, and at the same time a resolution may be issued to conduct an on-site tax audit. In this case, the company must provide all financial documentation for the last three years.

Stage three – notification of creditors

All creditors must be notified of the organization's impending liquidation. Notification is carried out in two directions:

  • publication of an advertisement in the State Registration Bulletin;
  • additional notification - sending registered letters, publication in the media in the region of registration and operation of the legal entity - the specific option is chosen by the liquidator of the LLC, but he must retain evidence of such notification.

The announcement of liquidation must indicate the period and procedure for accepting creditors' claims. Please note that the period must be at least two months from the date of publication of the notification.

Stage four – notifying employees

If the organization has employees, they must be notified of dismissal due to the liquidation of the LLC. The period of such notice is also no less than two months. In case of dismissal of more than 15 people, it is considered massive, so in such a situation you will need to notify the Employment Center and the State Labor Inspectorate.

Along with the dismissal, the employer must make final settlements with employees and submit reports on them to extra-budgetary funds.

Fifth stage - intermediate balance

Upon expiration of the period for accepting claims from creditors, the liquidator or liquidation commission must prepare a liquidation balance sheet. This document reflects all existing assets of the company, as well as its credit obligations, including those received within two months from the date of publication of the notice of liquidation. The balance is approved by the general meeting of participants with the obligatory execution of minutes.

The interim balance is submitted to the tax office accompanied by form P15001 and evidence of notification of creditors.

Stage six – settlement with creditors

Based on the interim balance sheet, a legal entity must make settlements with all creditors in order of priority:

  1. compensation for injury to health, compensation for moral damage;
  2. settlements with employees;
  3. settlements with the budget and extra-budgetary funds;
  4. repayment of debt to other creditors.

If the LLC being closed does not have the financial resources necessary to satisfy all requirements, then a procedure for selling the company’s property is carried out. It is worth noting that if there is an obvious lack of funds for all payments, the liquidation commission must initiate bankruptcy proceedings.

Seventh stage – liquidation balance sheet

If settlements with all creditors are completed, then the general meeting of participants must adopt the liquidation balance sheet. It includes all remaining assets of the legal entity, which are subsequently subject to distribution among the participants in proportion to their shares. The distribution of assets is documented in a separate protocol at the general meeting.

Eighth stage – registration of LLC liquidation

When the liquidation balance sheet is approved and the assets are distributed, it is necessary to submit a package of documents to make an entry in the Unified State Register of Legal Entities on the termination of the activities of the legal entity. The following documents are submitted to the tax service:

  • notarized form P16001;
  • liquidation balance sheet with a protocol of its approval;
  • document confirming payment of state duty in the amount of 800 rubles.

Within five working days, the tax authorities will make a corresponding entry in the Unified State Register of Legal Entities and the LLC will be closed. Before submitting documents to register the closure of an enterprise, it is necessary to submit all tax reports according to the applicable taxation system, otherwise liquidation may be refused.

Features of closing an inactive LLC

The duration and cost of the liquidation procedure for a legal entity depends on many factors: the scale of activity, the number of employees and contractors, the volume of property and liabilities. Practice shows that the easiest way is to close an LLC that did not carry out its activities; according to tax authorities, as of 2016 in the Unified State Register of Legal Entities about thirty percent of such companies.

In this case, there will be slightly more documents for closing the enterprise than. As a rule, such companies do not need to make settlements with employees and creditors; they do not have property, so preparing an interim and liquidation balance sheet takes minimal time. Closing such an LLC takes no more than six months and largely depends on the efficiency of the liquidator, since after waiting a two-month period for accepting claims from creditors, you can begin to compile a package of documents for registering liquidation, and the sooner it is completed, the sooner the company will be officially closed .

It is worth considering that even if the company has not been operating since its opening, it will not be possible to avoid the procedure of notifying creditors and approving the balance sheet, but this process does not cause any particular difficulties.

Consequences of LLC liquidation

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From the moment an entry is made in the Unified State Register of Legal Entities about the termination of the LLC’s activities, its founders and managers are relieved of all liability for obligations arising during its activities. After the liquidation of a legal entity, no one will be able to make any claims, even if they are documented. This is important to remember, since all other options for terminating activities do not guarantee absolute protection from possible demands and claims from counterparties or government agencies. This advantage of an LLC makes you think once again about choosing a legal form for a future business, since it is much easier to stop being one later than to open an LLC and then liquidate it. But with the closure of the LLC, all obligations under it cease, and unpaid ones, for example, will remain with it even after the termination of the individual entrepreneur status. Therefore, the choice of option, like a year or two earlier, should always be accompanied by a calculation of all development options, including taking into account the possibility of closing the business. It is possible to terminate the activities of an enterprise in any situation, the main thing is to know how to do it correctly.

In contact with

Closing an LLC is a series of actions aimed at deregistration, as well as for the correct calculation of all payments. Liquidation can be voluntary or forced; in this case, any enterprise in Russia is closed through the court, that is, its decision is required, other methods are not provided. This happens in cases where the activities do not correspond to those specified in the constituent documents; the necessary documents and reports are not sent to the Federal Tax Service or any other body; the organization has a charter capital that is smaller than required; when the company company is not located where the registration was carried out.

There are no other grounds for forced liquidation, that is, in all other cases, the founders and participants need to close their activities independently, by their own decision. The voluntary form is put into effect at a general meeting where voting is held; the decision must be made by a majority vote, but not less than 2/3 of the number of founders. The results must be confirmed by the contents of the minutes of the meeting.

At the same meeting, a decision is made to introduce a liquidation commission, its composition is appointed, whose task is to close the LLC. This may include the liquidator, founders, director, leading specialists or the liquidator himself. To liquidate a business, the commission performs the following actions:

  1. Within 3 days from the date of the meeting, the decision that a liquidation commission has been appointed is communicated to the Federal Tax Service (in writing); form P15001 is also attached (you can contact the tax office for forms), and certified by a notary. At the same time, information about the closure is entered into the Unified State Register of Legal Entities.
  2. Further, the relevant information is published in the media, each creditor must be notified personally (necessarily in writing), and employees are notified of layoffs. After which 2 months. (these deadlines can be increased, but not decreased) the organization collects requirements. At the same time, an inventory is taken, the volume of obligations and the order of repayment are determined. Upon expiration of the established period, a document called form P15003 is filled out. This is an interim balance, it is submitted to the tax office.
  3. The obligations to the employees are settled, and then they are fired. The next stage is the calculation of creditor organizations. When a legal entity makes payments, a final settlement occurs to the tax office (that is, to the budget), Pension Fund, Social Insurance Fund, and all other bodies. Then the liquidator draws up a final balance; if there is still property left, it is divided between the participants. Next, the state duty is paid through your current account, which is closed after the operation, and the stamps are destroyed.

The voluntary liquidation method is considered completed after submitting the final balance sheet to the tax office, along with a number of other documents.

How to close if there is only one participant

Independent liquidation of an LLC with one founder is similar to the procedure for several (with two or more). The exception is when a decision is made; naturally, for an organization with a single participant, holding a meeting is unnecessary. Also, this participant, the founder, cannot leave the LLC.

How to liquidate yourself

“Liquidate yourself” means the voluntary closure of any LLC, which must be carried out by an appointed liquidation commission. It will not be possible to carry out liquidation without a liquidator, due to the fact that the prices for his services are considerable - the law is against this.

Voluntary closure

The official closure process, even if it is voluntary, implies strict adherence to the requirements of the law, the provision of correctly executed documents about the real state of affairs, otherwise the tax office may terminate the procedure. Cancellation may lead to a forced procedure, for example, due to failure to send reports and documents to the Federal Tax Service. This is exactly what this body does if the final balance is greater than the interim balance and the creditors’ claims are not satisfied.

Liquidation of an LLC with debts

Liquidation of any LLC with debts by legal methods is impossible. The appointed liquidator, when signs of insolvency are identified, is obliged to file a bankruptcy petition with the court.

Report to the tax office: how to prepare

To ensure that the tax office does not have any complaints, it is necessary to notify it that the LLC will be closed, submit an interim balance sheet, and at the end the final balance sheet. You also need to fulfill your obligations to creditors, the budget, etc. Sometimes, after submitting an interim balance, tax specialists may come to the organization for an audit. This usually does not apply to a company with a zero balance.

Close with debts, without debts

The question of how to close an LLC without debts, with debts, does not have a clear answer; if the participants know that they will not be able to pay off, then the appointed liquidator must immediately file a claim with the arbitration court. If you want to stretch out the time, you can wait until signs of insolvency are identified; sometimes it is also possible to negotiate with creditors to write off the debt. In all other cases, the procedure follows one standard path until insolvency is revealed, after which an application to the court for bankruptcy follows. If the LLC is debt-free, then everything ends with the submission of final documents to the tax office. As evidenced by the information on the website of this body - Nalog.ru.

Voluntary liquidation of an LLC step-by-step instructions

The independent, voluntary method has a fairly simple step-by-step manual. Detailed instructions for action:

  1. We held a meeting where we voted for liquidation, after which we notified the Federal Tax Service and the Unified State Register of Legal Entities to make changes. After which they advertised in the media (we bought this newspaper so that there would be reporting material), and they assigned 2 months. to submit claims;
  2. After the specified time, they drew up an interim balance sheet (submitted it to the Federal Tax Service), paid off with employees and creditors (if they didn’t pay off, that is, the organization was left with debts, then they began bankruptcy proceedings);
  3. We compiled the final balance, settled accounts with the participants, paid receivables and fees. After which we submitted all the documents and balance to the tax office. LLC is closed.

How much does it cost to close a company?

The question of whether a commission is charged is not the most unsolvable in the procedure; the cost is only 20% of the registration amount, that is, 800 rubles.

Closing an unsuccessful business

In times of crisis, people are often interested in how to close an unsuccessful business. If the company is without debts, then the participants need to express a desire to close, then you need to notify the Federal Tax Service, collect the claims of creditors, pay them off, hand over the balance to the Federal Tax Service; when there are debts, then a bankruptcy procedure should follow.

Alternative liquidation of LLC step-by-step instructions

New form for small organizations

The concept of small enterprise is often understood as an individual entrepreneur; in order to close it, he must come to the registrar where he opened the activity. From whom you need to write an application, present a document confirming payment for the announcement in the media about liquidation (the one who closes only pays, and the registrar himself publishes it). Then the information is entered into the individual entrepreneur, after which it takes 2 months. expect the presentation of demands, but you won’t be able to sit idly by - you need to go to the Federal Tax Service to write an application, hand over the documents that were received from the tax office.

After a lengthy check, a certificate of no debt will be issued; you also need to look into the Pension Fund and social funds. Then go back to the registrar, who, after checking the documents from all of the above authorities, will complete the registration.

The procedure is the same throughout the Russian Federation, that is, in Moscow, St. Petersburg, and other regions, people perform the same actions, which is convenient, since upon arriving in another city, for example, Chelyabinsk, Izhevsk, Perm, Tyumen, there is no need to waste time studying the situation on the ground neither for opening nor for closing an LLC.

Liquidation of an LLC - step-by-step instructions in 2018-2019 will be useful when carrying out a procedure that entails the termination of the organization’s activities. The closure of a company does not imply the transfer of the rights and obligations of the company to third parties by way of legal succession (Clause 1, Article 57 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ).

Closing an LLC in 2018-2019

A limited liability company is a legal entity created by one or more founders, while its authorized capital is differentiated into shares, and participants bear the risk of losses in the amount of the value of their shares (Article 2 of Law No. 14-FZ, Article 87 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation).

State registration of legal entities, including recording of information in the Unified State Register of Legal Entities in connection with their liquidation, is carried out in Russia by the Federal Tax Service (Article 2 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” No. 129-FZ dated 08.08.2011).

Voluntary liquidation of an LLC (with 2 founders or more)

The procedure for closing an LLC in 2018-2019 includes the following stages:

  1. The decision to liquidate the LLC is made unanimously by all participants (clause 1 of Article 92 of the Civil Code of the Russian Federation). Formation of a liquidation commission or appointment of a liquidator (clause 4 of article 62 of the Civil Code of the Russian Federation, clause 3 of article 57 of law No. 14-FZ).
  2. Notification of the tax authority about the decision made. Within 3 days from the date of recording such a decision, the Federal Tax Service is notified:
  • in form P15001 - on the launch of the procedure to terminate the activities and existence of the company (Clause 1, Article 20 of Law No. 129-FZ);
  • in form P15002 - on the created liquidation commission (clause 3 of article 20 of Federal Law No. 129).

The minutes of the general meeting of participants are attached to these documents.

Making an entry about the beginning of the liquidation procedure takes no more than 5 working days (Article 8 of Law No. 129-FZ).

  1. Placement of data on the procedure in the State Registration Bulletin (clause 1 of the order of the Federal Tax Service of Russia dated June 16, 2006 No. SAE-3-09/355@). The publication contains information about the time for creditors to submit claims - a maximum of 2 months (Clause 1, Article 63 of the Civil Code of the Russian Federation).
  2. Accounting for liabilities, assets and obligations of the company by the liquidation commission (liquidator), identification of creditors and their notification in writing (Clause 1, Article 63 of the Civil Code of the Russian Federation).
  3. Formation of an interim balance sheet (clause 2 of Article 63 of the Civil Code of the Russian Federation) and notification of the tax authority in form No. P15001 (clause 2.3 of the form of the specified notification is marked with a tick).
  4. Making settlements with creditors (clause 4 of article 63, article 64 of the Civil Code of the Russian Federation).
  5. Formation of the final balance sheet before liquidating the LLC (Clause 6, Article 63 of the Civil Code of the Russian Federation).
  6. Division of the remaining property among the founders of the company (Article 58 of Law No. 14-FZ).
  7. State registration of liquidation of LLC.

Coordination of the interim liquidation balance sheet of LLC

This form of accounting reporting as an interim liquidation balance sheet, taking into account the provisions of paragraph 2 of Art. 63 of the Civil Code of the Russian Federation must contain:

  • claims made by creditors;
  • the results of consideration of such claims;
  • lists of satisfied claims of creditors by a court decision that has entered into force.

The current legislation does not provide its own form for the liquidation balance sheet, therefore, to provide information, it is necessary to use a standard accounting form marked “Liquidation balance sheet” (letter of the Federal Tax Service of Russia dated 08/07/2012 No. SA-4-7/13101).

The interim liquidation balance sheet must be properly agreed upon by the LLC participants who decided to terminate the existence of the organization.

During the period after the preparation and signing of the industrial liquidation balance, it is also necessary to carry out the following actions:

  1. Create a package of documents to send to the Federal Tax Service:
  • notification in form P15001 with notarized signature of the applicant - the head of the liquidation commission (section IX of Appendix No. 20 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@);
  • interim liquidation balance sheet;
  • minutes of the general meeting.
  • Submit a package of documents to the Federal Tax Service, but not earlier than the deadline for processing the results of the on-site tax audit (Article 89 of the Tax Code of the Russian Federation), and upon completion of registration, receive a record sheet.
  • Provide the Pension Fund with data on insured persons and the necessary reporting (in accordance with the law on additional insurance contributions dated April 1, 1996 No. 27-FZ).
  • Make settlements with creditors (Article 64 of the Tax Code of the Russian Federation).

    • Coordination of the liquidation balance sheet of LLC

    The formation and approval of the liquidation balance sheet occurs after settlements with all creditors. The data contained therein must include information about the property of the LLC remaining after fulfillment of creditor claims (clause 6 of Article 63 of the Civil Code of the Russian Federation).

    The final liquidation balance sheet should not contradict the intermediate one in the division of assets and accounts payable. Otherwise, the state registration of the termination of the company’s existence will be declared invalid.

    In all other matters, the requirement for drawing up a final liquidation balance sheet is identical to the rules for drawing up an interim liquidation balance sheet. The same applies to the procedure for its approval by LLC participants.

    After preparing the liquidation balance sheet, before closing the LLC, the following activities must be carried out:

    • Making payments of the distributed but not paid part of the net profit to the founders of the company (Clause 1, Article 58 of Law No. 14-FZ).
    • Transfer of the company’s property not involved in settlement of debts to its participants (Clause 8 of Article 63 of the Civil Code of the Russian Federation, Article 58 of Law No. 14-FZ).
    • Carrying out settlements for taxes and fees (clause 2, article 277 of the Tax Code of the Russian Federation).
    • Deregistration of cash register equipment with the Federal Tax Service.
    • Closing the company's bank accounts.
    • Registration and submission of the latest accounting reports to the Federal Tax Service.
    • State registration of the company in connection with its liquidation.

    The procedure for state registration of an LLC in connection with its liquidation

    The LLC ends its existence from the date of entering information about this into the Unified State Register of Legal Entities, and the liquidation is considered completed. This is the last stage provided for by the step-by-step instructions for closing an LLC in 2018 - 2019.

    To do this, you need to contact the tax authority with a package of documents in accordance with Art. 21 of Law No. 129-FZ:

    • Application in form No. P16001 with a notarized signature of the head of the liquidation commission (section X of Appendix No. 20 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@).
    • Liquidation accounting statements (balance sheet).
    • Document confirming payment of state duty. The amount of state duty in 2018-2019 is 800 rubles. (clauses 1.3, clause 1, article 333.33 of the Tax Code of the Russian Federation).
    • A document evidencing the transfer of the necessary data to the Pension Fund (clause 2 of Article 6 and clause 2 of Article 11 of the Law dated 04/01/1996 No. 27-FZ, clause 4 of Article 9 of the Law of 04/30/2008 No. 56-FZ). Such a document can be requested within the framework of interdepartmental cooperation (subparagraph “d”, paragraph 1 of Article 21 of Law No. 129-FZ).
    • If the need to terminate the activities of an organization is dictated by the initiation of bankruptcy proceedings against it, then state registration is carried out based on the ruling of the arbitration court on the end of bankruptcy proceedings (Clause 2, Article 21 of Law No. 129-FZ).

    Documents are submitted to the state registration authority no earlier than 2 months after the publication of information on the liquidation of the company in a printed publication (Clause 2, Article 22 of Law No. 129-FZ).

    The registration period in this case can be a maximum of 5 working days (Article 8 of Law No. 129-FZ). After the procedure, the applicant receives a Unified State Register of Legal Entities in the form P50007.

    How to close a company with a zero balance

    A limited liability company with a zero balance can be liquidated in 2 ways:

    1. Standard liquidation scheme - the decision to voluntarily deregister a company is made on the basis of a unanimous decision of its participants (for example, in the case of unprofitability of the company).
    2. An alternative scheme involves the sale of the company or its reorganization, for example, through a merger with a larger company. Read about the advantages of this scheme in the article

    A zero balance implies the absence of not only profits, but also debts. It follows from this that such an organization cannot be declared bankrupt.

    Practice shows that it is much easier to close such a company also due to the lack of interest in conducting on-site inspections on the part of the Federal Tax Service.

    Liquidation procedure for an LLC with a single participant

    The procedure for liquidating an LLC, which includes one participant, is identical in its algorithm to the scheme by which the activities of a company with several founders are terminated. If an organization has only one founder, then there is no need to hold a meeting to make a decision on liquidation, notify the remaining founders and obtain their consent.

    The sole participant of the company independently makes decisions on all issues, including on the issue of organizing the liquidation commission (liquidator), and submits them in writing (Article 39 of Law No. 14-FZ).

    In terms of completing the necessary documents and complying with the deadlines provided for by the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, laws No. 14-FZ and No. 129-FZ, the procedure is the same as for the liquidation of an LLC with several participants.

    How to liquidate an LLC yourself and how much does the procedure for closing an enterprise cost?

    The presence of a detailed algorithm of actions and a list of necessary documents makes the liquidation procedure of a legal entity suitable for its founders to carry out independently, without the involvement of outside specialists. The greatest difficulties are caused by the preparation of interim and liquidation balance sheets, other types of reporting, as well as preparation for an on-site tax audit.

    Conducting the process of liquidating an LLC by third-party specialists, even in the simplest cases, can cost several tens of thousands of rubles. The following expenses will also be required:

    • registration and sending of registered and valuable letters with a list of attachments;
    • payment of state fees;
    • payment for publication in the media;
    • other necessary actions.

    Thus, the procedure for closing an LLC in 2018-2019 includes 3 main stages:

    • making a decision to liquidate the company, appointing a liquidation commission and determining the procedure for filing claims by creditors;
    • registration and approval of the interim liquidation balance sheet;
    • registration and approval of the final liquidation balance sheet and completion of the LLC liquidation process.

    Step-by-step instructions for liquidating an LLC (2018-2019) with several participants are also suitable for the case of a single founder.

    The procedure may be complicated by the presence of debts of the company being liquidated and a lack of property. The simplest liquidation option is to close an LLC with a single founder and a zero balance.

    Liquidation of an enterprise is a procedure for terminating its activities through deregistration with the relevant authorities. This is a long-term event that lasts from 2 months to six months.

    There are certain stages of the procedure. If you fully adhere to all recommendations, the liquidation process will be painless for all participants in the process.

    In what cases does it have to close an LLC?

    The process of liquidating a company depends on the life circumstances that led to the decision to close the company:

    • bankruptcy of an enterprise;
    • restructuring or merger;
    • changing the type of activity;
    • closure by decision of the owner (including when selling rights to another person);
    • termination of actual activities.

    In each of the above cases, liquidation has its own nuances of registration and complexity of the process. The procedure includes not only deregistration, but also the correct calculation of wages and benefits, registration of work books, closing of accounts and settlements with creditors. The simplest procedure from the legal side is to close a company in the general manner.

    Who makes the decision to liquidate an organization?

    Liquidation of the company occurs based on the decision of the commission. If the process of closing an LLC occurs voluntarily, the decision is made by the participants or founders who are members of the commission. Such a decision is made in accordance with the points specified in the constituent documents. Liquidation is carried out in accordance with the law on a general basis. This procedure also includes the closure of an LLC due to the expiration of the company's life. The validity period is also indicated in the constituent documents.

    When the liquidation of a company is forced, the decision is made by the court. Most often, this decision is made when, when creating a company, significant flaws were made in the documents and it is impossible to correct them. The following grounds also fall under this procedure:

    • the activities of the LLC do not comply with the constituent documents;
    • the minimum founding fund does not correspond to the amount regulated by law;
    • failure to provide reporting documentation to the tax service in accordance with the law;
    • An entry was made in the Unified State Register about the absence of an LLC at its location according to registration.

    In the event of bankruptcy of an LLC, the decision to liquidate the company can be made either by members of the founding commission or in court on the basis of a claim filed by a creditor. This procedure is carried out in organizations with any amount of debt.

    Step-by-step procedure for closing in a standard manner

    Initially going meeting of shareholders and founders, at which a decision will be made to close the company for one reason or another. This decision at the meeting is entered into the minutes. It is considered accepted and valid if at least two thirds of the participants present vote positively. If the founder and participant are the same person, the decision is considered unanimous.

    After this, at this meeting it is appointed liquidation commission. The head of the company is removed from the exercise of authority, decision-making passes to the commission. Within three days, the decision on liquidation is submitted to the tax office at the location of the LLC. The package of documents includes:

    • decision to appoint a liquidation commission;
    • completed form P15001, which is certified by a notary.

    At the same time, information is entered into the Unified State Legal Entity that this LLC is in the process of being closed. The chairman of the commission can submit documents to the tax office personally or send them by valuable mail. Personal presence is recommended; in this case, you can quickly correct documents if necessary, thereby saving time. Based on these documents, the representative of the tax office makes appropriate changes to the Unified State Register and informs the relevant authorities in writing.

    After notifying the tax authority, you must inform about the closure of the LLC in newspapers and the State Registration Bulletin. To do this, you must bring the decision to close the company, a covering letter and an application for publication to the editorial office. The text of the announcement also indicates the time frame within which all the parties’ demands will be satisfied. The minimum period is 2 months. You must have evidence of publication on hand, for example, the corresponding issue of the Bulletin.

    A complete inventory of all company funds is carried out, obligations to third parties and the order of repayment of these obligations are determined. If the enterprise has no debt, the liquidation commission agrees on the timing of inspections with the tax inspectorate, pension fund, social insurance authorities and other authorities. After reconciliation of all accountable documents, it is necessary to pay the debts identified by the inspection authorities.

    After the period for applying for repayment of obligations to third parties, including creditors, has expired, an interim liquidation balance sheet is drawn up. It, together with form P15003, is submitted to the tax office. Employees of an LLC can be dismissed only after payments have been made in full. Payments are made in the following order:

    1. Payments to employees in connection with loss of health at work.
    2. Each employee is paid a salary, vacation pay, compensation payments and benefits regulated by law.
    3. Payment of debt obligations to the budget and extra-budgetary funds.
    4. Other obligations.

    After paying all obligations, the final tax calculation is made, reporting documents and declarations are submitted to the tax office and other authorities. After this, the LLC is deregistered from the pension fund, the Social Insurance Fund, the compulsory medical insurance fund and the Unified State Register of Public Promotion.

    Based on all final payments and remaining assets, the final liquidation balance sheet of the company is compiled, which is approved by the liquidation commission. All assets are distributed among the LLC participants according to the shares of each person’s contribution. At the same time, stamps are destroyed and current accounts are liquidated; the corresponding supporting documents are submitted to the tax office along with the final balance sheet, state duty for liquidation of the company and form P16001. After successfully completing all stages of the procedure, the head of the LLC receives a certificate of registration of liquidation of the enterprise.

    You can learn more about the termination of LLC activities from the following video:

    Nuances when closing in case of bankruptcy

    An LLC is declared bankrupt if the amount of debts to third parties (creditors) for legal entities is 100 thousand rubles, for individuals - 10 thousand rubles. At the same time, the company does not make debt payments for more than three months. It is impossible to collect debts from such an enterprise within a month, which is documented.

    Liquidation of an LLC by declaring the company bankrupt is used in cases where it is necessary to transfer the assets of the company with debts to creditors, while the liabilities will be held by the bankrupt. The bankruptcy procedure is carried out either according to a full scheme or a simplified procedure.

    The simplified procedure is applicable only when an LLC with debts does not have property suitable for repaying debt obligations. In this case, the head of the LLC may file for bankruptcy before the due date for debt payments. The debtor (liquidation commission) must prove with appropriate documents that the company does not actually carry out its activities, and there are no transactions with bank accounts during the year, and there is insufficient property to pay the debt.

    Within 30 days, the arbitration court recognizes the insolvency of the LLC and makes a decision to declare it bankrupt, and a bankruptcy trustee is appointed. Both the creditor and the debtor can submit a candidate from their company for consideration, otherwise the court will appoint a manager at its own discretion. The bankruptcy trustee is given seals, stamps, property and all documentation of the LLC.

    The manager carries out the procedure for assessing the property and receives a confirming document from the state financial control body. The company is declared bankrupt, and the participants in the process are given 5 days to familiarize themselves with the documents. Within a month, objections and demands of the parties are accepted, after which the court considers the demands, making entries in the register about their presence or absence. After 3 months, the register of claims is closed and the company is liquidated in the standard way.

    Closing an LLC in other cases

    Organization with zero balance subject to liquidation in two ways. If there are debts to third parties, the process of declaring the company bankrupt may be initiated. If there are no debts, the organization is liquidated according to the standard procedure.

    Such companies do not carry out any economic activity or account movements, so they can be closed before submitting the final liquidation balance sheet to the tax office.

    Liquidation through merger of companies involves the registration of a new company after the liquidation of subsidiaries. The decision to merge must be made only at a general meeting with the participation of all founders. At this meeting, a new governing body is elected, the place of registration of the new company, the authorized capital and all the nuances associated with it are determined. Creditors are notified first of a multi-LLC merger. Next, information is submitted to the tax service about the liquidation of each company according to the standard procedure. Upon completion of the closure, when the data of each company on liquidation is entered into the Unified State Register of Legal Entities, a new LLC is simultaneously registered.

    Liquidation of a company by changing founders involves replacing the manager and chief accountant or founders. This procedure is carried out when buying or selling one or more shares, provided that there are no violations or debts. Such liquidation does not involve a mandatory tax audit. A share purchase and sale agreement is drawn up, a new composition of founders is approved, and a manager and chief accountant are appointed by the founders. The tax office is notified of the decision made and an entry is made in the ERGUL.

    There is also liquidation through merger with a liquidated company. In this case, the company goes through the process of closing twice: the first time through a merger, the second is the direct liquidation of the new company. In this case, all data about the company, which is closed through a merger with the one being liquidated, will be completely deleted from the register, and the distribution of capital will be carried out by a new composition of founders.

    Other nuances of liquidation

    During the liquidation process, it is necessary to pay a state fee in accordance with the law. Payment is made by the person who registered the company and paid the registration fee. Confirmation of the publication of a liquidation announcement in the media is submitted to the tax office. Signatures in unified forms are certified by a notary. The liquidation process is considered completed from the moment the relevant information is entered into the ERGUL.

    What changes have occurred

    Since the beginning of 2016, the procedure for liquidating a legal entity has undergone a number of changes, including:

    • Publication of information about the closure in the media is now possible only after a notification has been submitted to the authority that carried out the registration.
    • The right to appoint a liquidator passes to the head of the company (previously it belonged to the founders).
    • The applicant at the initial stage of liquidation from 2016 must be the immediate head of the company, and not its participants.
    • Finally, the deadline for notification of the preparation of the interim balance sheet is being shifted. In particular, information can be provided no earlier than 2 months after the creditors present their claims. In addition, if the company is closed forcibly, then an interim balance sheet can be prepared only after the court decision comes into force. The third option concerns the situation of a tax audit - in this case, an interim balance sheet can be prepared after the adoption of the corresponding act on its results.

    Liquidation of an enterprise is a legal way to terminate the activities of an organization without succession.

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    The company has the right to carry out this procedure if it does not have large debts to contractors or the state.

    Otherwise, the liquidation of the enterprise is carried out by. This procedure has great difficulties in its implementation.

    In some cases, companies conduct a fictitious sale of their business and thus the founders get rid of obligations.

    Currently, the legislation on liquidation has undergone changes.

    Today, it is not difficult to officially close a company’s activities, so many choose this method.

    Normative base

    The main regulatory sources that regulate the liquidation of an enterprise are the Civil Code of the Russian Federation and.

    In addition, the closure of the activities of certain types of legal entities is subject to special laws, for example, “On LLC”.

    In the Civil Code of the Russian Federation, it is worth noting Article 63, which determines the procedure for liquidating an enterprise.

    It states:

    • the process of notifying creditors about the upcoming procedure;
    • rules for the formation of the liquidation balance sheet;
    • method of fulfilling obligations if the company lacks funds;
    • principle of property distribution;
    • the moment of legal termination of the company's activities.

    All questions are covered in general terms.

    More detailed regulation is presented in Federal Law No. 129.

    This legal act defines the obligations of the liquidated company, which must be fulfilled before the corresponding entry is made in the Unified State Register of Legal Entities.

    In the case where the company has employees who perform their functions on the basis of an employment contract, upon termination of the organization’s activities, the norms of the Labor Code of the Russian Federation are applied.

    The employer is obliged to notify employees in a timely manner, make payments in full, etc.

    Step-by-step instructions for liquidating an enterprise

    • decision to approve the liquidation balance sheet;
    • application in form P16001, certified by a notary;
    • liquidation balance sheet;
    • a certificate from the Pension Fund about the absence of debt to the Pension Fund;
    • state duty for liquidation of a company.

    Procedure

    Now let's look in more detail at the important points that a company faces during the liquidation process.

    Solution

    Voluntary liquidation begins with the adoption of an appropriate decision. The verdict is made at a meeting of the authorized bodies of the company.

    If the company has 2 or more founders, then the decision must be made unanimously (for LLC) or by a majority vote (3/4 for JSC).

    If there is only one participant in the company, then he draws up the decision alone.

    Message

    As we noted above, the tax service must be notified of the decision. The message is created in a form approved by the Federal Tax Service of the Russian Federation.

    The necessary documents must be submitted within 3 days. Failure to comply with this requirement may result in a serious fine.

    After receiving a message from the company, the tax service will make a corresponding entry in the Unified State Register of Legal Entities.

    Work of the commission

    During the procedure, the liquidation commission is a governing body and has the right to act without a power of attorney.

    She faces the following tasks:

    • publish a notice of the liquidation of the company in the State Registration Bulletin;
    • notify creditors of the upcoming procedure;
    • identify the presence of accounts receivable;
    • create an interim liquidation balance sheet;
    • submit the final liquidation balance sheet and submit documents for liquidation of the company.

    Dismissal of employees

    Dismissal of employees is carried out according to the rules provided for in the Labor Code of the Russian Federation.

    Employees must be notified by signature 2 months before the expected date of termination of the employment contract. For seasonal workers this period is 7 days.

    The employer is obliged to pay employees the following funds:

    • for time worked;
    • for unused vacation;
    • severance pay.

    A corresponding order is issued regarding the termination of the employment contract, and an entry is made in the work book indicating the specific paragraph of Article 81 of the Labor Code of the Russian Federation.

    Payments must be made on the last business day.

    Tax check

    Tax authorities have the right to conduct an on-site tax audit before the formation of an interim liquidation balance sheet. In practice they are rarely implemented.

    However, the company needs to make sure that its budget obligations are paid in full.

    You should check the completeness of the information provided in the declarations.

    When an on-site inspection has been scheduled, the liquidation procedure does not move to the next stage until the end of control activities.

    Interim balance

    The interim balance is approved no earlier than 2 months after publication in the Bulletin.

    Then a notification in form P15001, certified by a notary, is submitted to the competent service. The balance itself and the decision on its approval are not provided.

    Reporting

    Before the company is liquidated, it is obliged to report to regulatory authorities and repay debt payments.

    The company will have to prepare accounting and tax reporting. It is provided according to general rules.

    Also, during the liquidation process, a special type of documentation is drawn up - the liquidation balance sheet. It is formed by the liquidation commission and then approved by the registration authority.

    The final liquidation balance should be zero because:

    • all debts have been repaid;
    • receivables have been collected;
    • bank accounts are closed;
    • the remaining property is distributed among the participants.

    Calculations