The procedure for voluntary liquidation of an LLC in 2016-2018 includes several important stages:
- Making a decision to liquidate the LLC;
- Publication in the “Bulletin of State Registration”
- Notification of creditors
- On-site tax audit
- Submission of interim liquidation balance sheet
- Submission of the liquidation balance sheet and liquidation of the Company
If a company has debts, but has the ability to pay off creditors or its assets cover the amount of debt, then it is better for it to use voluntary liquidation without resorting to bankruptcy proceedings.
Our lawyers have prepared for you step-by-step instructions for the voluntary liquidation of an LLC in 2018.
Stages of voluntary liquidation of an LLC in 2018:
Stage 1. Making a decision to liquidate the LLC
The LLC participants at the general meeting decide to liquidate the Company. A liquidation commission and its chairman (or liquidator) are appointed, who manage the company’s activities during the liquidation process and are persons who have the right to act without a power of attorney. The applicant, when submitting all the necessary information, is the liquidator or the chairman of the liquidation commission.
Set of documents for submission to the Federal Tax Service:
Based on the data received, information is entered into the Unified State Register of Legal Entities that the Company is in the process of liquidation. The obligation to notify funds has been abolished; this function is now performed by the tax office, and not by the applicant.
Stage 2. Publication in Vestnik
The law prohibits the liquidation of a Company with debts to counterparties without settling relations with them, therefore all known and potential creditors must be notified of the planned termination of activities. For this purpose, a notice of the liquidation of the Company is published in the State Registration Bulletin. The specified information source must provide:
- Application form for publication (2 copies);
- Covering letter (2 copies);
- Decision to initiate liquidation, appoint a liquidator or liquidation commission;
- Confirmation of payment for publication (receipt, receipt, check).
If desired, you can additionally publish the decision on liquidation in the Kommersant newspaper. When particularly large corporations are closed, publication is carried out in the publication “Bulletin of the Supreme Arbitration Court of the Russian Federation”.
Stage 3. Notification of creditors
It is necessary to notify in writing all known creditors existing at the time of the decision to liquidate the Company of the commencement of the corresponding procedure. Be sure to keep evidence of the notification (registered letters with return receipt requested, or the signature of the person who received the notification upon courier delivery)
Stage 4. On-site tax audit
According to the Tax Code, tax authorities have the right to conduct an on-site audit before drawing up an interim liquidation balance sheet. You shouldn’t worry too much about this point, since in practice they don’t always have time to do this, and “zero” companies don’t check at all. But this does not negate the mandatory reconciliation of calculations with the budget and verification of the completeness of the submission of declarations. If the company is in debt, liquidation will not be carried out.
At this stage of the liquidation process, it is necessary to regulate your relationship with the funds, make the necessary reconciliations, and pay off identified debts.
Stage 5. Submission of the interim liquidation balance sheet
Documents for approval of the interim liquidation balance sheet are submitted no earlier than 2 months after publication in the Bulletin. The applicant when submitting an interim liquidation balance sheet is the liquidator or the chairman of the liquidation commission.
Set of documents for submission.
The decision to liquidate legal entities is made both on a voluntary basis and under duress by competent authorities and officials if there are legal grounds. From a legal point of view, the termination of the activities of any organization is carried out in a certain manner, strictly regulated by law. In the current 2016, you should pay attention to innovations that affected not only the creation, but also the liquidation of organizations, especially in terms of documents. For convenience, step-by-step liquidation instructions are provided below with analysis of samples of all necessary materials.
General provisions on liquidation
The termination of the activities of organizations is carried out in accordance with the Civil Code and clear regulations established in Federal Law No. 129-FZ of 08.08.2001, taking into account the changes that came into force in 2016.
Liquidation means the termination of all types of activities by a legal entity, as well as the termination of the ability to have established rights and properly perform duties. Moreover, unlike, for example, reorganization, legal personality cannot be transferred to other participants in the order of general succession (Article 61 of the Civil Code). From a legal point of view, any organization ceases to operate only after it is excluded from the Unified State Register of Legal Entities.
An organization can close voluntarily or forcibly, in cases expressly formulated by law. Voluntary liquidation is carried out by decision of sections of the organization or governing body (for example, the board of directors). Voluntary liquidation is possible both upon achieving all planned goals and upon expiration of the period within which the legal entity was created.
Organizations are forcibly liquidated if there is a court decision that has entered into force in the following cases:
- recognition of the fact of registration as invalid;
- violation of licensing requirements, that is, conducting activities without special permits;
- carrying out activities prohibited in Russia;
- conducting business activities by a non-profit organization.
This list of conditions is not exhaustive. The legislator may directly establish other cases of liquidation of a legal entity.
How to close an organization - step-by-step instructions
Liquidation, carried out on a voluntary basis, can be divided into 6 stages, which are quite extensive both in formal and documentary terms. For those who are faced with liquidation for the first time, the following step-by-step instructions will help you understand this complex issue:
- Making a decision to terminate activities.
This decision is made at a general meeting of the organization’s participants, at which all decisions made are necessarily recorded in the minutes. At this stage, a liquidator is appointed.
Attention! Since 2016, the board of directors or the sole manager can also decide to liquidate.
The competent authorities must be notified of the organization’s entry into the liquidation process within 3 days. The notification is issued in a certain form, and a resolution on the commencement of liquidation is attached to it. The result of this stage is a record of the legal entity entering the liquidation process, entered into the Unified State Register of Legal Entities.
As part of this stage, the liquidator is responsible for publishing information about the organization’s location in the liquidation process. This stage is provided for by law to identify creditors of a legal entity. Publication must be carried out in the State Registration Bulletin, as well as in local media. For publication in the VGR, in addition to the decision itself, an application on company letterhead and a covering letter are also required. Advertising is printed for a fee.
- Notification of creditors.
It is carried out in writing, and a receipt confirmation is required. All known creditors are subject to notification.
- Tax audit.
During liquidation, an on-site inspection by the Federal Tax Service is mandatory. The results are presented in the form established by tax legislation. There are cases when such an inspection is not carried out, as a rule, in the absence of economic activity. As part of this stage, reconciliations are made with all extra-budgetary funds, and any debts that have arisen are eliminated. If there is any confirmed debt, liquidation may be refused.
- Interim liquidation balance sheet.
Only after completing the previous stages and making decisions on all of the above issues can an interim liquidation balance sheet be drawn up. Its form is not fixed at the legislative level, so in practice the standard form of a regular balance sheet is used, to which only the necessary information is added. The drawn up balance is subject to approval by a protocol or decision. A notarized notification is sent to the relevant authority only after an on-site inspection by the Federal Tax Service or the end of the period allotted for it.
- Liquidation.
For the final closure of a legal entity, the liquidator must submit the following documents:
- An application in a certain form containing information on the implementation of the liquidation regulations and the conduct of all mutual settlements.
- Liquidation balance.
- Proof of payment of state duty.
- Confirmation of provision of all information to the Pension Fund.
Attention! The amount of state duty upon liquidation of a legal entity (except for bankruptcy) in accordance with Art. 333.33 Tax Code is 800 rubles.
In conclusion, we note that upon completion of all activities of the legal entity, it is also necessary to close the current account that was opened earlier. Since all organizations are required to have a seal, it must also be destroyed. Documents that, in accordance with the law, are subject to mandatory storage, must be placed in the archive for the appropriate storage period.
Liquidation of a company: video
Hello, dear readers of the business magazine “site”! In this article we will talk about how to close an LLC, namely, we will consider the liquidation procedure and provide step-by-step instructions, following which the closure of an LLC (including with debts/through bankruptcy) will be a procedure simple And fast .
The concept of a legal entity is encountered more and more often in everyday life. Russian legislation implies a large number of different organizational and legal forms, that is, systems in which this or that company will exist.
However, one of the most popular types is a Limited Liability Company, also known as LLC. (The individual entrepreneur form is no less popular. We already wrote in the site publication)
The reasons for the popularity of LLCs are the ease of its creation, gentle conditions for the formation and organization of all work, as well as a large amount of independence, which is no less important in the modern economy.
Example of minutes of a meeting of an LLC (with several founders):
Step #2. Liquidation commission
A certain structure must be created that will deal with this issue in the future. To appoint it or simply to elect one liquidator, it is necessary to inform the Tax Service about this and make an entry in the State Register.
If these conditions are met, then a group of liquidators can be formed, that is, a commission, which usually consists of either company executives, or from founders or participants. The decision to appoint a commission or an individual liquidator is made by the general meeting, and in some cases by the judiciary.
The liquidation commission, as well as the liquidator of the company, have a number of powers and perform the following functions:
- notification of creditors about the closure of the company;
- drawing up a liquidation balance sheet;
- publication of information about liquidation in an official source;
- sale of organization property;
- paying off debts;
- drawing up the final liquidation balance sheet;
- distribution of remaining property between participants;
- sending an application to the Federal Tax Service in order to register information about the liquidation of the LLC.
After completing each of these functions, and this is exactly how it should be, since these are mandatory actions for the appointed liquidation commission, a certificate is issued. This document confirms the fact of registration of information about the closure of the limited liability company, and then the LLC ceases to exist.
Step #3. Publication of information about the liquidation of an LLC
The law establishes the rule that liquidators must send relevant information about the closure of a company to an official source. He is State Registration Bulletin. This is necessary to maintain publicity, so that the closure of the organization is not a secret for interested parties and especially for creditors. For detailed information about the conditions for submitting applications, their forms and more, see the official website - vestnik-gosreg.ru
Step #4. Notification of creditors. On-site tax audit
Notify creditors about the liquidation of the company- required condition. They must understand that the company is ceasing its activities and, accordingly, all existing debts must be paid. In this regard, there are a number of guarantees that ensure the protection of the right of creditors to demand the fulfillment of obligations in their favor.
As for tax audits, at the stage of liquidation of a legal entity, most often there are cases of some hidden income or not at all failure to pay required taxes and fees .
It is with the aim of identifying violations of the law in this area that an on-site, that is, a comprehensive tax audit is carried out on the territory of the organization.
Step #5. Formation of an interim liquidation balance sheet
These actions are also carried out liquidator. After the creditors have presented all available claims, but no later than 2 months, this same balance is drawn up. It records information about the company’s property, as well as obligations to creditors.
Afterwards, the balance sheet is approved by the general meeting, then compiled notification of approval and sent to the registration authority. It is important to remember that the notice must be notarized.
For registration, in addition to the balance itself, documents such as statement, solution o approval of information about the property and confirmation that all necessary information has been published in the State Registration Bulletin.
If all requirements are met, then the liquidation commission can safely move on to the next stage of closing the company.
Step #6. Final liquidation balance sheet and transfer of documents to the Tax Authorities
The final fixation of the organization’s property is carried out only after all debts have been paid. This is necessary to ensure that the remaining property is fairly distributed among the participants without violating obligations to third parties.
The system for compiling the final liquidation balance sheet coincides with the interim one. It is approved and a decision is drawn up about it. This is the last step before How will the company claim the status of a liquidated LLC? .
After all procedures with the organization’s property, its debts, all necessary documents must be correct issued And prepared. At this stage, an application is submitted to the registration authority.
The form of such an application is clearly established by law; any official legal resource can provide a sample.
It is also necessary to submit a certificate from the Pension Fund confirming the absence of debts, a receipt for payment of the state duty (starting from 2019, when registering the liquidation of an LLC electronically, the state duty No). Submission of applications, certificates and other documentation is carried out by liquidator or liquidation commission.
Step #7. Certificate of liquidation of a limited liability company.
This is the last stage. It completes the rather difficult process of dissolving an LLC. The required document package is transferred to the registration authority.
If you remember, it will include: l liquidation balance sheet, decision on its approval, application and document that will confirm that all creditors are notified on time about the closure of the organization.
If the entire list is collected, then the tax authority within 5 (five) days reviews all papers, checks them and makes an entry in the Register on the liquidation of the limited liability company.
Based on this, the founders are issued a certificate, and from that moment the legal entity ceases to exist.
After the liquidation of the LLC, you need to close the organization’s current account and submit all documents to the archives (destruction of seals, etc.)
5. What must be done after closing the LLC
Formally, the closure of any legal entity ends precisely at the last of the steps discussed above.
However, there are a couple of other procedures that important so that in the future the limited liability company will not be remembered as credit organizations, so tax authorities.
Such actions include solution of the problem with the company's current accounts and documents that remained at the end. Only after these points have been settled can the pre-existing society be completely forgotten.
- So, first - checking account . It needs to be closed. You just need to contact the bank, providing a bank client application and a certificate confirming that the LLC has been liquidated. To do this, it is enough to obtain an extract from the State Register.
Based on these papers, the bank is obliged to close. Notify about this Tax authority And The pension fund owes the bank where the account was opened. After these procedures, the financial side of the issue is finally closed, relieving the founders of unnecessary control by government bodies.
- Second action - delivery of documents and destruction of stamps . Everything that needs to be sent to the archive is established by the Federal Law regulating this area. After following this rule, you can forget about the existence of a limited liability company without fear of attention from regulatory structures.
6. Cost and closing time
Despite the fact that the decision to close a limited liability company is made independently by the founders, there are many restrictions.
The first of these is a clear liquidation procedure that forces the participants in the process into a certain framework, this includes the timing and even the cost of the procedure for closing a legal entity. It is simply impossible to stop the activities of a society in a short period of time, and this becomes a serious problem for some founders. But why?
The first term that catches your eye is 3 (three) days, which must expire from the moment the decision to close is made.
Only after this can information be published in an official source, and this is another starting point for a new deadline, which is significantly higher than the previous one. Only later 2 (two) months after placing the information in the State Registration Bulletin, a liquidation balance sheet is compiled and presented. However, if there are fines and debts, then it is reduced to one month.
Another deadline to face is making a decision. The tax authority determines the fate of the company within 5 (five) days.
Total LLC liquidation process It may take more than one or even two months.
The state fee when filing an application for liquidation of a Limited Liability Company in paper form is 800 rubles .
Starting in 2019 when submitting an application electronically, the state fee for the liquidation of an LLC absent. But for this you will need to issue an EDS (electronic digital signature)
7. The procedure for dismissing employees during liquidation of an organization
Every company has a staff. Of course, a process such as the liquidation of an LLC cannot but affect them. The presence of employees does not deprive the founders of the right to close their organization, but they must take into account all the rights and interests of employees.
The first important rule in this regard suggests that company employees must be notified of the closure, and in 2 (two) months. This is usually just a written notice.
In addition, the employer must ensure that the employment service receives information about each employee. Job title, profession, speciality, salary, - all this is reported to this service so that there is an option for alternative work at the time of liquidation.
You should always remember that this procedure depends on the number of employees of the company. When the dismissal occurs en masse, that is, the staff includes more than sixteen people, and this is the absolute majority of cases, then they must be notified no later than 3 (three) months.
Although this threshold is neither maximum nor minimum, it can vary depending on the field of activity and even the region in which the company is located. Also, of course, all employees, regardless of their number, must be paid wages, vacation pay and severance pay.
If the employer neglects these rules, then he may not only have problems with the LLC liquidation process, but also conflicts with employees , which is fraught with intervention by the Labor Inspectorate.
Let's take a closer look at closing an LLC in various cases, namely the liquidation of an LLC with debts (bankruptcy), change of managers, reorganization, and so on.
8. Nuances of closing an LLC in different cases
As was noted at the beginning of the article, the reasons for adopting decisions on liquidation of a limited liability company very, very diverse. They can be caused by many situations that are completely different from each other.
Of course, this is also reflected in the procedure for closing a legal entity. The law provides general concepts and provisions on how such a process should proceed, but taking into account the specific features of each individual case is necessary.
Practice shows a number of possible options, which lead to the fact that liquidation, in addition to general features, also includes a number of features that are so important for its successful completion.
8.1. Liquidation of an LLC with debts (bankruptcy)
Inability to repay debts to creditors the most common reason for the liquidation of a limited liability company.
Bankruptcy in itself is a rather complicated procedure, and it is especially so when combined with the closure of a legal entity. However, this way to stop any activity welcome and is one of most convenient for founders .
This is explained by the fact that declaring a company bankrupt allows you to write off debts , that is, it releases from obligations to creditors, and also does not entail any subsidiary, administrative or tax liability.
What is special about closing an LLC with debts? The point is that it is impossible to declare a legal entity bankrupt without the involvement of a specialist. Its services cost a lot of money, and this often causes difficulties, since sometimes the price is equal to almost all the company’s debts.
In addition, very long deadlines have been established for this option of liquidating the company. Closing an LLC can take approximately 18 (eighteen) months, since the liquidation procedure itself also adds the work of a directly involved specialist. This also requires a considerable amount of time.
There are two types of such termination of a limited liability company: full And simplified .
In the first case, bankruptcy is declared according to all the rules, with all costs and compliance with every condition required by law.
Here's the second option That’s why it’s called simplified, which makes the procedure more flexible. In this case, only the interests of managers are affected.
Usually, during a simplified bankruptcy procedure, their found not guilty in this, which is a mandatory condition, after which they are removed from among the founders, who will bear subsidiary liability.
8.2. Liquidation of an LLC with a zero balance
Not every company can boast of large income (profit) and generate a significant liquidation balance.
There are often cases when a society has nothing at all and its balance can be considered zero. However, in order for this method of closing a company to be fully effective, several conditions must be present.
How to close an LLC with a zero balance?
To close a company that has a zero balance, the conditions must match. These include zero income, expenses organization, its profit, lack of required social contributions and activities in general.
In addition, the tax authority must documents must be submitted, which would confirm all these facts. Only then is it possible to recognize the company’s balance sheet as zero and, on this basis, carry out its liquidation.
In the case when the balance of an LLC (limited liability company) is zero, there are three possible options to terminate its activities .
First- declare bankrupt. Second– an independent decision that conducting business taking into account the state of affairs is simply not advisable, that is, in this case, the founders voluntarily abandon further business. AND third– use of alternative methods. You can sell a business or simply reorganize a legal entity, but these are quite lengthy and costly procedures.
That is why in most cases business owners resort to bankruptcy proceedings, which simplifies their situation several times.
8.3. Through merger
Civil legislation identifies several forms. However, the most common of them, which is directly related to the liquidation procedure, is merger. An accession option is also possible, which is also not without application.
The difference between these two forms is that in the first case, all organizations are liquidated and one new one is created on their basis, and in the second, only one company is subject to closure, which ultimately becomes part of another legal entity.
In any case, a liquidation procedure is implied, which makes this method one of the most simple And available for most situations.
When using one of the presented forms of reorganization, you should remember about legal succession. If the founders decided merge or join their society to another, they must remember that in addition to all rights and opportunities, debts will also be transferred.
However, it is precisely the fact that there are unfulfilled obligations to creditors that makes this method the most popular, because most often new organizations have enough funds and opportunities to pay off debts and establish a business.
8.4. By changing founders
This method of liquidating a company belong to the group of alternative species.
There is no need to carry out many complex procedures to close a limited liability company; moreover, in fact, it continues to exist and implement its actions, only its management part changes.
Change of founders, as well as chief accountants - a prerequisite for this method. It is important that new personnel are not members of the LLC, otherwise the meaning of the alternative method of terminating business will be lost.
The procedure for this is very simple. When the chief accountant is being replaced, nothing is required except standard orders within the company itself.
In the case of heads of organizations, the participation of the tax authority is necessary. He is provided with information about changes in founders, which are ultimately entered into the state register.
It is fair to say that the method of closing a business always depends on the reasons. General provisions give only an abstract idea of what the liquidation procedure for a legal entity should be, however, in each specific situation it is necessary to study all aspects and choose the most appropriate methods of dealing with business problems.
8.5. Changes during liquidation in 2019
The legislation has undergone many changes over the past few years. In 2016-2017, the provisions on the liquidation of a legal entity underwent serious changes, at least in comparison with previous norms. Some points familiar to this procedure were substantially edited.
The main provisions that have undergone a number of changes include the following exhaustive list:
- Providing information for publication in an official source is carried out only after the tax authority receives the necessary notification; previously such a rule did not exist.
- If previously all the founders decided on the issue of appointing a liquidator, now this opportunity passes exclusively to the manager.
- Only the manager can declare liquidation at its initial stage, whereas previously this could be done by any of the participants in the limited liability company.
- The two-month period for preparing the interim liquidation balance sheet is also an innovation for 2016. In addition, it is noted that if the liquidation is forced, then the balance is provided only after the court decision has entered into force, and during tax audits, after all its results have been formalized, that is, upon completion.
Liquidation of an LLC with debts - step-by-step instructions on how to declare an LLC bankrupt, a guide to the bankruptcy of a limited liability company
9. Bankruptcy of an LLC - ways to liquidate an LLC with debts
The excess of a company's expenses over its income ultimately leads to the fact that it is simply unable to meet its obligations.
If a company is unable to pay off its creditors, and this happens more often than one might assume, then it can safely be called insolvent. This concept involves the use of a procedure such as declaring a legal entity bankrupt.
Such events are aimed at improving the financial condition of the organization, and if this is not possible, then leading it to liquidation. This is a great way to get rid of founders And head society from necessity pay debts legally However, it will not be possible to talk about further unhindered and prosperous conduct of affairs.
9.1. Causes and signs of bankruptcy
What does failure of any company entail? There are many conditions that influence this factor. Some situations are so unique that it is simply not possible to include them in any general group.
However, a number of reasons are identified that occur quite often and are considered the main ones on the path to bankruptcy.
Reason 1. Lack of own assets
This factor has a very serious impact on the financial condition of society. Most often, the lack of assets occurs due to inadequate assistance from credit institutions, which significantly reduces the income of a legal entity.
The lack of working capital gradually leads the company's activities to decline, ultimately depriving it of the opportunity to receive new loans and, accordingly, have funds for further implementation of the business.
Cause 2. Lack of activity control
A large number of deferred payments, too rapid expansion of business, provision of loans to those who in fact are not trustworthy - all this affects the work of the company as a whole and is a reflection of a complete lack of control.
This is especially common when the organization is at the peak of its capabilities and has excellent profits. However, it was precisely the lack of control that led to the decline of a large number of seemingly successful companies.
Reason 3. Deterioration of the state of society
This factor is always indicated by how profitable the company is, financially active and able to compete with other organizations.
As soon as any of these functions is undermined, we can safely say that society has entered the path of bankruptcy.
Reason 4. Uncompetitive product
In this case, improper use, creation of this or that product, or even poor demand for it can lead the company to bankruptcy, and its activities will seriously stall due to the inability to sell its own product.
Reason 5. Management mistakes, incorrect pricing and fierce competition
The listed reasons, both collectively and individually, can seriously undermine the success of any company.
Not every organization can boast of decent management, and some also set prices too high, taking into account the fact that there is always the possibility of an alternative on the market.
Reason 6. Economic crisis and unfavorable political atmosphere
These reasons are classified as external. They do not really depend on the organization itself, but any company must take into account all factors to conduct business decently and prevent possible difficulties.
Cause– this is what gives rise to certain events. However, how can one determine that the current situation in society is certainly related to bankruptcy?
The signs of this phenomenon will help you understand this, and in other words, the prerequisites for the insolvency of a legal entity:
- inability to repay debts within three months after receipt of claims is the main sign of bankruptcy, without which there can be no talk of this procedure;
- increase in accounts receivable;
- jumps in the company’s balance sheet, no matter whether they are assets or vice versa liabilities;
- a sharp decrease or increase in material reserves;
- failure to provide required documentation.
In addition to these signs, which are considered to be basic, sometimes indirect ones are also distinguished.
They can easily be classified as disagreements among management overpricing, which is not justified, a delay in solving assigned tasks, as well as delegation of authority, which was inappropriate and most importantly ineffective.
9.2. Step-by-step instructions for LLC bankruptcy - procedure
Russian legislation pays a lot of attention to issues related to the insolvency of legal entities. This happens because the bankruptcy procedure helps many organizations stay afloat and restore their financial position.
Of course, this does not always happen, but in addition to resuscitating a business, it can help it liquidate under the most favorable conditions For founders And managers.
The bankruptcy procedure has its own structure, just like the liquidation process. The first may be included in the second. However, there are still several steps to declaring a person insolvent, that is, bankrupt.
9.2.1. Filing an application for liquidation
The first step, which lays the foundations for declaring a legal entity bankrupt, is associated with going to court.
The application is sent only if there is 3 (three) conditions, and they must represent exclusively a collection.
These include: inability to pay debt, failure to fulfill obligations within 3 (three) months And the amount of debt must be equal 300 000 (three hundred thousand) rubles.
Important! If at least one of the requirements is missing, then this procedure simply cannot be applied.
However, if all conditions are met, then the interested person, and this can be either supervisor, or bankruptcy creditor, or bank or tax authority, submits an application to the court with a request to recognize a limited liability company bankrupt .
It is worth noting that it is most profitable to send the application to the debtor, since in this situation there will be arbitration manager appointed , which will lead the company to the status insolvent.
pros This method is that it does not take too much time. In addition, when the manager’s decision is made, then after a month you can apply to the arbitration court, which will confirm the amount of debts and admit that the company is simply not able to fulfill its obligations.
If the bankruptcy petition is filed by the debtor himself, then this is most often favorable may affect the bankruptcy procedure, since the time saved can contribute to the improvement of the organization and will not lead it to final failure.
So, What else do you need to know about this step? Documentation. There is always some list of papers required for all legal actions. They confirm certain important facts.
In this case, in addition to filing an application to go to court, the law establishes that the following documents are required:
- extract from the State Register (USRLE);
- balance sheet;
- LLC registration documents;
- independent assessment of all material assets of the company;
- protocol approving the appointment of a representative of the company (debtor) in the arbitration court;
- OGRN and a register containing the claims of all creditors.
9.2.2. Observation
This step is the beginning of those actions that are aimed at the practical side of the bankruptcy procedure. This stage is characterized by the fact that the limited liability company continues to operate, adhering to the usual regime, but in parallel with this, the appointed arbitration manager analyzes the financial situation of the company.
Important! During this period, managers and founders can not carry out some legally significant actions, for example, distribute profits or carry out reorganization.
It is prohibited to make a number of important decisions, which are usually done by participants in LLC activities.
Also at this stage, a register of creditors' claims is compiled. They form a meeting at which they resolve all necessary issues.
Observation is important because, as a result, arbitration manager draws up a report that will form the basis of the decision made by the court.
The manager, having received everything he needs, will assess the situation and choose one of the possible options for further events.
It could either be excitement bankruptcy proceedings, or assignment of external control, or conclusion of a settlement agreement.
Also, to make such a decision, it is necessary to provide, along with the report, petitions from all creditors.
9.2.3. Rehabilitation as a way out of financial difficulties
Next step - recovery . Such measures are aimed at ensuring that the limited liability company continues to exist and avoids liquidation.
Usually referred to as reorganization help from creditors, preferential taxation, - all those measures that can improve the financial situation.
However, it is worth understanding that a company’s recovery is not always possible. This means that at the end of the bankruptcy procedure, a decision may be made do not sanitize, A liquidate the LLC with all the ensuing consequences.
9.2.4. Sale of company property
A similar step occurs when the court decides to initiate bankruptcy proceedings. The point is to conduct auctions where it is carried out. This is agreed upon and all essential conditions are established. creditors, by forming a meeting.
All actions on behalf of the company, namely the conclusion of purchase and sale agreements with buyers at open auctions and other issues, carried out by the bankruptcy manager.
It is important to understand that this step is characterized by the fact that the procedure for transferring property to the company is clearly defined.
If a company has a loan from a bank or other credit organization, then repayment is carried out on the basis of a general register.
9.2.5. Settlement agreement
The simplest step in the bankruptcy procedure is conclusion of peace between the parties. This, of course, does not always happen, but if the participants were able to agree, then the court is quite capable of deciding in favor of this method.
The point is that first there is a discussion of the current situation, the property is sold, deferments in payments are provided, which makes it possible to improve the position of the LLC. After this the parties sign a settlement agreement, and subsequently the arbitration court approves this agreement.
This document regulates all procedures and deadlines that will subsequently allow the debtor to fully fulfill his obligations without the use of critical measures.
Cost and timing of LLC liquidation through bankruptcy
10. Declaring an LLC bankrupt - features of the company bankruptcy process
Any legal action has a number of specific features. Of course, the law contains a large number of general provisions that have big role for practice, since they are the foundation, however, the features of each of the legal processes should be attributed to special norms.
The same is required bankruptcy procedure, which is considered one of the most unusual in civil law. As in the liquidation process itself, there are two features of the procedure under consideration, namely timing and cost.
1. Terms of the bankruptcy procedure
The bankruptcy procedure takes a very long period of time. This is explained by a considerable number of different kinds of processes that are interconnected.
Expect that declaring bankruptcy will take at most a couple of months not worth it, since only one of the procedures chosen by the court can take more than six months.
So, what are the deadlines for this area? The first thing to remember is the duration of the first stage, that is, observation. There are no restrictions on submitting an application, but activities of the arbitration manager usually takes several months, but by law no more than seven.
Bidding, meeting of creditors, conclusion of contracts, - all this in total can take a lot of time. This is especially clearly visible when the lower limit is determined, namely 6 (months) half a year. Bankruptcy proceedings can take years, but not less than six months.
Another procedure - reorganization . Here the restrictions, on the contrary, concern the upper limit. You cannot take advantage of preferential treatment and help from creditors for several decades to get things going. The maximum period of time for recovery is 2 (two) years.
However, there are exceptions. In some cases, namely during the voluntary liquidation of a company, it is possible to shorten the bankruptcy procedure to just seven months, which, compared to the main process, greatly simplifies the termination of activities.
Of course, such amendments to the timing arise only because this type of closure of a limited liability company does not imply such events as bankruptcy proceedings, external control or reorganization.
2. Cost of LLC bankruptcy
There is no state fee for the bankruptcy procedure. However, from a cost point of view, it would be better if the law established a mandatory one-time payment, since in total it costs at least 120,000 (one hundred twenty thousand) rubles.
The amount may increase, since bankruptcy involves different methods, which also have different costs. Most often, actions are assessed based on 30 (thirty) thousand rubles for one month of work.
In this situation the following are paid:
- services of an arbitration manager;
- expenses incurred in the process of conducting business.
The settlement takes place through a bank account that belongs to the arbitration court, and the funds are transferred by the person who filed the application to declare the company bankrupt.
3. Deliberate bankruptcy is a crime
Declare a legal entity insolvent, means freeing him from paying debts. We can say that bankruptcy allows you to avoid fulfilling all financial obligations.
This is a plus for those founders of the company who no longer value their activities and are ready to stop them, while getting rid of debts. And of course, judging by the meaning of this procedure, there are often cases when a company deliberately puts itself in a state that will worsen its financial position and will not allow it to fulfill its obligations.
Deliberate bankruptcy is always provoked . Its main features are the conclusion of transactions that unprofitable and this was known for certain, and also law violation , both in the matter of concluding contracts and in implementing the actions of governing bodies.
Who is dealing with this issue? Certainly, arbitration manager, who, in the course of his activities to analyze the financial condition of the LLC, is able to identify to what extent the state of bankruptcy is justified. He studies all possible documents, conducts research on financial transactions and ultimately draws conclusions.
If the evidence collected is sufficient to bring charges, it is sent to court. Speaking about responsibility for such an act, we can safely note that it is very diverse. This and property, And administrative, and even criminal liability . (According to the Civil and Criminal Codes (Federal Law No. 127))
Important, that for deliberate bankruptcy a manager can face up to 6 (six) years conclusions, however, this is only possible when the state has suffered serious losses.
11. Conclusion + video on the topic
Liquidation of LLC(limited liability companies) – process related to the termination of any type of its activity. The reasons for this are very diverse and sometimes so categorical that there simply cannot be any other solution.
The procedure for closing an LLC is always take a lot of time, strength And even money, but at the same time its significance is inexorable, since it helps save a legal entity from complete failure. And of course, speaking of cessation of activity, one cannot help but recall bankruptcy.
Liquidation is closely related to this procedure, since one may depend on the other. The most important thing to remember is that for a dignified termination of activity, that is, liquidation of an LLC without violating the law, one should stock up on time And strictly follow the established rules.
Otherwise, liability may arise that does not even exclude criminal prosecution.
That's all for us.
Dear readers of the magazine “RichPro.ru”, we will be very grateful if you share your opinions, experiences and comments on the topic of publication in the comments below .
We hope that our article (step-by-step instructions) will help you successfully go through the process of terminating the activities of the legal entity you are closing.
The procedure for liquidating a legal entity may vary. This depends on the specific situation, where liquidation may be voluntary, compulsory or in connection with bankruptcy.
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The main reason for liquidating a company is that it has ceased to generate income and its continued existence becomes impractical.
Liquidation of an organization is also carried out upon achieving the goal or expiration of the period for which the organization was created.
Legislation
There are the following laws that regulate legal entities:
- Federal Law No. 7 “On Non-Profit Organizations” dated January 12, 1996;
- “On Limited Liability Companies” dated February 8, 1998;
- Federal Law No. 41 “On Production Cooperatives” dated May 8, 1996;
- Federal Law No. 208 “On Joint Stock Companies” dated December 26, 1995;
- "About bankruptcy."
All of these federal laws are responsible for regulating certain issues related to the liquidation of an organization, depending on the legal form chosen for it.
Stages
There are a number of stages that must be completed in the event of liquidation of a company:
- Making an appropriate decision to liquidate the company. In this case, a general meeting is held, at which a chairman and a liquidation commission are appointed, performing the functions of a liquidator. Information about the decision made is transmitted to the registration authority within 3 days.
- . When it comes to liquidating a company with debts, it is important to notify potential and known creditors. To do this, you need to place the relevant data in the “Bulletin”.
- Notice to Creditors. This must be done before starting the liquidation procedure. It is carried out in writing. In this case, the company must retain confirmation, which can be submitted by registered mail with notification or signature of the responsible person.
- Tax audit. The inspectorate may conduct an on-site unscheduled inspection even before the transfer of the interim liquidation balance sheet. But if we talk about the practical side, this point is not always implemented.
- Providing an interim balance. Documents for approval of the interim balance sheet for liquidation can be submitted only two months after publication in the Bulletin.
- Handover of balance sheet and liquidation of the company. The applicant is the liquidator or the chairman of the commission. It is this person who is responsible for providing the necessary documents. Also, existing documents are transferred to the archive, seals are destroyed and current accounts are closed.
Procedure for liquidation of a legal entity
Liquidation is the termination of a legal entity without the possibility of its succession.
At the same time, its rights and obligations do not transfer to other organizations. All legal features of the procedure itself are enshrined in federal laws, the Civil Code of the Russian Federation and some other acts.
The following liquidation options can be identified:
- forced.
Liquidation carried out through reorganization is also distinguished.
Voluntary
In this case, to launch the procedure, only a decision of the founders or bodies that are authorized to take these actions by the constituent documentation is necessary.
If we are talking about the liquidation of a municipal or state organization, the decision will be made by the owner of the property.
It can serve as:
- local government body;
- government agency
Forced
If we are talking about forced liquidation, the decision is made only in the following situations:
- when activities are carried out without a license, if there is a need for it;
- when activities prohibited by law are carried out;
- single or repeated, but at the same time gross violation of current legislation.
Through reorganization
If liquidation is carried out through reorganization, the previously existing legal entity ceases to operate ().
This could be an acquisition, merger or transformation.
With this method of liquidation, unfulfilled obligations are not subject to further execution, since they are extinguished.
This is due to the fact that all obligations are transferred to the legal successor, as a result of which they are subject to execution on an equal basis with their own obligations.
Step-by-step instruction
If the decision is made, it is important to understand how the liquidation of a legal entity is carried out correctly, what it is like in 2019.
It is important to do everything correctly so that problems do not arise in the future.
Decision-making
The decision on liquidation is made at a general meeting of participants. As a result, a liquidation commission is formed.
But a person can also be appointed who takes responsibility for the entire liquidation procedure. This is the so-called liquidator.
From the moment of his appointment, full powers to manage the company are transferred to him.
Notification
When a final decision is made to liquidate the company, a notice is given within three years to the location of the organization ().
The notification is provided in form P15001. It must be accompanied by a liquidation decision.
The notification can be provided to the tax authority not only in person, but also through your legal representative with a power of attorney.
It can also be sent via the Internet or by mail. But it is important to confirm the signature with a notary.
Liquidation commission
After this, a liquidator or an entire liquidation commission is appointed.
From this moment on, the liquidator not only assumes responsibility for management, but also represents the interests of the legal entity in the courts.
Dismissal of employees
Dismissal of employees is carried out in accordance with legal requirements. This occurs no later than 2 months before possible dismissal.
To do this, each employee receives notice in writing in connection with the termination of the organization's activities.
The Employment Service is also notified in writing.
Calculations
The company's assets and liabilities are formed.
For this purpose:
- measures are being taken to collect receivables;
- creditors are identified;
- A detailed inventory of all property is carried out.
Paying taxes
According to the law, such an organization carries out an on-site tax audit.
As a rule, tax authorities conduct an audit within 2-3 months.
If tax arrears are identified, a decision is made to bring the company to tax liability.
It is important to pay not only, but also penalties and fines. Such a decision can be challenged in court.
Balance
Liquidation of an LLC (closure of an organization) - termination of the existence of a legal entity by making an appropriate entry in the Unified State Register of Legal Entities (USRLE). Although the definition sounds simple, in reality it is a rather complex and lengthy procedure.
If the money issue is not fundamental, then it would be even better to shift all liquidation actions onto the shoulders of specialized firms. The liquidation of an LLC in 2018 can be carried out either voluntarily as a result of circumstances that have arisen, or by a court decision (cases are described in Article 61 of the Civil Code of the Russian Federation).
How does the liquidation of a zero LLC occur?
Some LLC founders, having registered the organization, do not carry out any actions on current accounts, do not conduct transactions, do not submit reports, and do not have debts for a period exceeding 12 months. In essence, such an LLC is “dead”, zero. In these cases, the tax authorities may, on their own initiative, make a decision and exclude the LLC from the Unified State Register of Legal Entities.
If this has not happened yet, then it needs to be closed voluntarily. To do this you will need:
- Making a decision on liquidation (how it is formalized - see below in the instructions)
- Submit to the Federal Tax Service a notice of the beginning of liquidation in form R 15001
- Publish information in the State Registration Bulletin
- Draw up, approve and submit an interim liquidation balance sheet
- Draw up and approve the final liquidation balance sheet. In the case of a non-operating LLC, the final balance will not differ from the interim balance.
- Submit to the Federal Tax Service the final package of documents with an application in form P16001
After receiving the Unified State Register of Legal Entities on the liquidation of the LLC, all that remains is to close the current account and destroy the seal. Read more about all these points below.
Preliminary assessment of financial condition
Before making a decision on the final liquidation of an unjustified operating enterprise, you should carefully study the financial condition of the organization. The chief accountant calculates balance sheet data: the availability of funds and their compliance with the number of mandatory payments.
The result of counting is not always enough funds. In this case, the possible profit after the sale of the organization’s property is calculated. If, after checking the full scope of possibilities for repaying debts, it turns out that they do not correspond to loan obligations, then liquidation occurs through a bankruptcy procedure.
This procedure provides certain advantages. As a result of its implementation, collection cannot be assigned to another responsible person in the organization if the main debtor does not have the financial capacity to pay off the debts. The responsible persons: director, chief accountant are relieved of tax and administrative liability.
Bankruptcy is a legal way to cancel debt obligations to employees, private creditors and credit banking organizations. This method of liquidation is longer than voluntary liquidation and takes up to one and a half years.
Who submits documents during the liquidation process of an LLC in 2018
If previously the documentation had to be submitted to the registration authority by the founder, one of the founders or the chairman of the liquidation commission, then after changes are made to the Federal Tax Service forms, only the head of the liquidation commission, considered the liquidator, should act as an applicant during liquidation.
If the commission consists of one founder, then he becomes this leader and, therefore, the liquidator. When documents are submitted by a founder-participant who is not the head of the liquidation commission, state registration authorities may refuse to carry out liquidation.
Step 1 - Making a decision on liquidation and creating a commission
The decision to liquidate the LLC is made at a general meeting of all members of the Company, who are notified of the meeting in advance by written notice; the return form must contain the signature of the recipient. These documents are attached to the minutes of the meeting. There are small-format societies where there is only one founder. In this case, he makes the decision himself and records its results in writing.
So the decision on liquidation is formalized in the form:
1) Minutes of the general meeting of LLC participants - if the organization has several founders
2) Decision of the sole participant of the LLC - if the organization has one founder
The liquidation commission of the meeting consists of participants responsible for the work of the organization: founders or sole founder, director, senior lawyer, chief accountant and other employees included in the organization who can be equally charged with responsibility. The minutes of the meeting include the passport details of all participants, or a single participant if the decision is made individually.
The members of the commission, along with the liquidator, have the authority to manage the LLC. According to Art. 62 of the Civil Code of the Russian Federation, they are representatives of the organization in the courts and bear full responsibility for the actions of the organization during the liquidation process.
Step 2 - Notifying the tax authorities and funds about the start of liquidation
Within three working days from the moment the decision is made at the meeting, a notice of liquidation of the LLC is submitted to the tax office in form P15001, which is first certified by a notary; if this is not done, the documents will not be accepted. It will take you little time to visit a notary in Kursk if you make an appointment by phone in advance. Along with the application, a protocol or decision on liquidation is also submitted (Step 1).
After submitting the above documents, within 5 working days, information is entered into the Unified State Register of Legal Entities (USRLE) that the LLC is in the process of liquidation. After which the Federal Tax Service must issue you a Unified State Register of Legal Entities entry sheet in form P50007, confirming the information entered.
Based on clause 3 of Art. 28 Law No. 212-FZ of July 24, 2009, the Social Insurance Fund and the Pension Fund of the Russian Federation do not need to be notified of liquidation. This should be done by the tax office. But for your own peace of mind, of course, you can independently contact these funds and make sure that they receive the relevant information.
Step 3 - Publication of data in the State Registration Bulletin
The liquidation commission must publish in the media (online publication) a message about the liquidation of the LLC (based on clause 1 of Article 63 of the Civil Code of the Russian Federation). In addition to all the necessary information about the organization and the procedure for its closure, the message also indicates the procedure and deadline for filing claims by creditors, which cannot be less than 2 months from the date of publication. The message is submitted - on this site.
To publish a message you will need the following documents:
- Application form (2 pcs.) and cover letter (2 pcs.) These documents are signed by the person specified in the information about the applicant (liquidator, chairman of the liquidation commission or authorized representative).
- Decision on liquidation and appointment of a liquidation commission (1 copy)
- Sheet of the Unified State Register of Legal Entities about the fact of being in the process of liquidation (1 copy)
- Document confirming payment for the publication: payment order with a bank mark confirming execution (a photocopy is allowed). Or a receipt from Sberbank or another commercial bank (strictly original).
- Power of attorney, if the message is submitted by an authorized person (original or notarized copy - 1 pc.)
Step 4 - Notifying creditors of LLC liquidation
Immediately after posting information in the Bulletin, the responsible members of the liquidation commission or the sole founder-liquidator are obliged to notify in writing all creditors to whom there are debt obligations on the part of the LLC.
Notices are usually sent by registered mail with return receipt requested or sent by courier. In both cases, proof of the notification is the signature of the creditor or his official representative. After receiving notifications, creditors prepare debt data and submit their demands for repayment within the allotted period.
Step 5 - Notifying the employment center and employees of dismissal
During the liquidation process, employees must be notified in writing about the upcoming dismissal no later than 2 months before this event.
Data on the liquidation of an organization and the dismissal of employees must be sent to the Employment Service taking into account the deadlines established by law. If the number of dismissed people is up to 15 people, then information is submitted 2 months in advance, if more, then 3 months in advance.
For each employee, the central control office must provide the following information:
Specialty and level of qualification;
Position held in the organization;
The amount of wages and the procedure for its payment.
Upon dismissal, employees are paid in the amount of their average monthly earnings. The employer is also obliged to maintain the employee’s average salary for the period of employment for 2 months (and sometimes 3 months).
Step 6 - Preparing for a possible inspection by the Federal Tax Service
Based on the notice of liquidation of the LLC in accordance with Art. 89 of the Tax Code of the Russian Federation, the tax authority decides on the need to carry out an on-site audit. It is issued within 5 working days and provided at the location of the LLC (legal address).
If a positive decision on the inspection is made, then moving to the next stage of liquidation is possible only after the issues that have arisen have been resolved with the inspecting authority and the inspection has been completed. The verification takes from 2 to 8 months.
Practice shows that zero-tax companies and companies with a simplified taxation system are subject to inspection in rare cases. However, it is necessary to make a preliminary reconciliation of financial data and eliminate any shortcomings. Make sure that all information was taken into account when submitting the declaration.
Step 7 - Compile an interim liquidation balance sheet
The interim liquidation balance sheet is drawn up only after the end of the period for filing claims by creditors (at least 2 months), which was indicated when published in the State Registration Bulletin.
The balance sheet includes data on the property and finances available in the organization. It also includes a list of requirements put forward by creditors. After the interim liquidation balance sheet has been compiled, it is approved by:
Then the following documents are submitted to the tax office:
1) Again, a notification in form P15001 (notarized). NOTE: You should have already submitted this notice earlier (see step 2). For the first time, we noted points 2.1 and 2.2 on the form, i.e. we informed the tax authorities about the decision to liquidate the LLC and create a liquidation commission. Now it is necessary to note only paragraph 2.3 (“Drawing up an interim liquidation balance sheet”).
2) Interim liquidation balance sheet. There is no strictly established form for the liquidation balance sheet, so in practice they usually take Form No. 1 “Balance Sheet” and modify it: instead of “Balance Sheet” they write “Interim Liquidation Balance Sheet”, and in the upper right corner of the form they write “Approved by the general meeting of participants” ... / protocol No.... dated...” or “Approved by the decision of the sole participant...”.
You may also need (optional, but it’s better to clarify this point in advance):
Protocol or decision (see above) on approval of the interim liquidation balance sheet
Documents confirming publication in the State Registration Bulletin
After submitting the documents, the tax office will enter the information into the Unified State Register of Legal Entities within 5 working days. persons and will issue the corresponding sheet of the Unified State Register of Legal Entities, as in step 2.
Step 8 - Pay off your debts
- Satisfying physical requirements persons to whom the organization is liable as a result of causing harm to life and health;
- Calculations for the payment of wages and severance pay to employees working under employment contracts; this also includes royalties (results of intellectual activity);
- Calculations of mandatory payments to the budget and extra-budgetary funds;
- Settlements with other creditors.
If a lack of funds is detected on the balance sheet, the organization’s property must be sold at public auction. If after this there is still not enough money to cover debt obligations, then you need to apply to the arbitration court with an application for bankruptcy of the legal entity and further liquidation will go through the bankruptcy procedure.
It is clear that it would be logical to determine whether you will be able to fully pay off your existing debts before the LLC liquidation begins. And if not, then immediately begin liquidation through bankruptcy proceedings. And the situation described above is more likely to be suitable when the amount of debt obligations turned out to be much greater than the expected amount according to preliminary calculations (for example, creditors showed up who they forgot to take into account or poor knowledge of the agreement according to which interest and penalties were calculated).
Step 9 - Drawing up the final liquidation balance sheet
After settlement of debt obligations, the liquidation commission draws up the final liquidation balance sheet. Based on accounting data, a list of available assets is compiled that remain after all payments and must be distributed among the founders.
First of all, the distributed but unpaid part of the profit is paid out. After this, the property is distributed in accordance with the share in the authorized capital. In the case of a single founder, everything becomes his property.
Once the final liquidation balance sheet has been compiled, it is approved by:
Minutes of the general meeting of participants - if there are several founders
The decision of a single participant - if there is one founder
ATTENTION: if the final balance exceeds the interim balance, the tax office will demand an explanation from you, and subsequently may even refuse to liquidate it. Assets in the final balance sheet may be larger mainly for 2 reasons:
1) Previously, assets were temporarily removed from the balance sheet of the LLC in order not to pay debts to creditors. In this case, not only will the liquidation be refused, but also the creditors may file a claim for intentional “deception.”
2) The organization continues its activities and after the approval of the interim balance sheet, income was received. It must be said that such profits are checked very carefully by the tax authorities.
Step 10 - Submit the final package of documents to the Federal Tax Service
The final package of documents includes:
- Application in form No. P16001 (certified by a notary)
- Final liquidation balance
- Protocol or decision on approval of the final liquidation balance sheet
- Receipt for payment of state duty (costs 800 rubles)
There is no need to provide any certificates about the absence of debt to the Pension Fund and the Social Insurance Fund; the tax office itself applies to the funds for this information. After the documents are accepted, a receipt is issued.
After submitting the documents, the tax office will enter the information into the Unified State Register of Legal Entities within 5 working days. persons and will issue a Unified State Register of Legal Entities sheet confirming the liquidation of the LLC.
Documents can be submitted:
- personally (this is done by the head of the commission or the founding liquidator);
- by mail in a valuable letter with an inventory of the contents;
- in electronic form using a digital signature (for example, through a government services portal);
- through a representative with a notarized power of attorney.
After confirming the liquidation of the LLC, all that remains is to do the following:
- Close a current account belonging to an organization
- Submit the documents of the liquidated LLC to the archives
- Destroy the seal (you can do it yourself or use the services of special companies)
