How to close on your own. Closing an LLC is a complex procedure, but it eliminates difficult problems Stages of liquidation of a legal entity scheme

If you really decide that you need to close the LLC for one reason or another, then the first thing to do is to document your decision.

To do this, fill out the appropriate form:

• Sample decision to liquidate an LLC with a single participant

  (doc, 38 Kb)

• Sample minutes of a meeting on the liquidation of an LLC with several participants

  (doc, 34 Kb)

An illustrative example of the minutes of the meeting:

Step 2. We appoint a liquidator or a liquidation commission

Before appointing a company liquidator, it is necessary to declare the beginning of this procedure with the Federal Tax Service and make an appropriate entry in the Unified State Register of Legal Entities (Unified State Register of Legal Entities).

Now it is time to appoint a liquidator or a liquidation commission.

The commission is appointed by the body that made the decision to close the LLC in accordance with paragraph 2 of Article 62 of the Civil Code of the Russian Federation.

Bodies that may appoint a liquidation commission include:

• General Meeting of Shareholders;
• meeting of participants;
• judicial authorities.

From this moment on, all decisions on closing the company are made by this commission.

The liquidation commission may consist of:

• company executives;
• founders or members of an LLC;
• representatives of the founders;
• members or representatives of the workforce of the company.

As a rule, the head of the given company (general director) becomes the head of the commission.

The LC, in accordance with Article 63 of the Civil Code of the Russian Federation, assumes the following main functions:

1. Publication of information in the Bulletin of State Registration. It also contains information on the procedure for accepting applications from creditors and the timing of their consideration in order to repay the LLC's debts. By law, creditors can present their claims to the company for at least 2 months.
2. Notice to creditors. By all possible means, the LC notifies creditors that the company is closing.
3. Prepare a liquidation balance sheet. It reflects the list of assets and liabilities of the company. The LB must contain detailed information about the existing accounts payable and receivable.
4. Sell ​​the property of the company (if necessary). This is done in order to obtain funds to pay off their debts to creditors.
5. Pay creditors the money they owe. Creditors are paid cash on the basis of an interim liquidation balance sheet. Please note that there is a statutory order of payments to creditors. For example, one of the first to receive compensation when a company is liquidated is its employees if they have wage arrears.
6. Compile the final liquidation balance sheet. When payments to all creditors are made, the liquidation commission draws up the final liquidation balance sheet.
7. Distribute the company's property. The entire remaining value of the enterprise in the form of assets of various kinds is distributed among the participants of the company, according to their rights to the property of the LLC.
8. Submit an application to the FTS. The final stage is the submission of an application to the tax authority where the termination of the company's activities is registered in the Unified State Register of Legal Entities.

When the certificate is received, the company is considered closed and the liquidation commission ceases its activities.

Step 3. We publish information about the beginning of liquidation in the State Registration Bulletin

Publication in the State Registration Bulletin is a mandatory step.

It is done in order to give this procedure a public character and not hide its details from creditors and all interested parties who have rights to the property of this company.

Information in the Bulletin is published in the form of a note. The application form and the list of required documents can be viewed on the State Registration Bulletin website.

Step 4. We notify creditors about the start of liquidation and pass a tax audit

The duties of the liquidation commission include not only the search for the company's creditors, but also the collection of receivables from its debtors.

At the same time, the company is subjected to a comprehensive tax audit, since it is during this period that the likelihood of tax arrears from the state is highest. Also, during the period of bankruptcy of the company, fraudulent and other illegal actions on the part of interested parties (founders) are not ruled out.

Close attention from the Federal Tax Service to a society that is in the process of closing is connected with this.

Step 5. We draw up an interim liquidation balance sheet

By law, creditors may submit claims for repayment of debts by the company within 2 months. When this period has expired, the commission draws up an interim liquidation balance sheet (ILB). It is an accounting document.

The PLB reflects information about the property of the company, creditor claims, and the results of consideration of these claims.

This balance is discussed at the general meeting of the LLC members and approved here. The approval is issued in the form of a decision.

Important point

The protocol is signed by the founder of the company or the state body that made the decision to liquidate.

Then we prepare a notice of approval of the PLB (form 15003). The notification is signed by the applicant on the part of the company, without fail it is certified by a notary.

Now it is necessary to notify the registration authority about the preparation of the PLB. Here you provide the following documents:

• application form 15003;
• interim liquidation balance sheet;
• decision on the approval of the PLB;
• confirmation of publication in the Bulletin of State Registration.

Step 6. We draw up the final LB and submit documents to the tax

The final liquidation balance sheet is also called the final balance sheet. It is compiled when the company has settled with creditors for obligations and has taken an inventory.

After these procedures, we can clearly see what the company is like at the moment.

At this stage, the liquidator or the liquidation commission draws up the company's liquidation balance sheet. This document is approved at a meeting of the company's members. A decision is made on the approval of the LB.

When the decision is drawn up, you need to prepare an application for registration of a legal entity in connection with liquidation (form 16001).

The applicant is the liquidator or the chairman of the liquidation commission. The application is certified by a notary.

For the liquidation of an LLC, a state duty in the amount of 4,000 rubles is paid on behalf of the liquidator.

The final stage of this step is to obtain a certificate of absence of debt from their Pension Fund.

Step 7. We receive a certificate of liquidation of the LLC

This stage can also be called the state registration of the liquidation of the LLC.

The package of documents described above is submitted to the registration authority.

Let's recap what documents we need:

• liquidation balance;
• decision on the approval of the LB;
• form 16001;
• receipt of payment of state duty;
• documents confirming the receipt by creditors of a notice of the commencement of liquidation (as a rule, a notice of receipt provided by mail).

After 5 working days, you will be issued a certificate of state registration of liquidation of the LLC. This completes the procedure.

5. What to do after closing an LLC

Yes, Alexander, you are right. It doesn't end with getting certified. You still have a couple of "strokes" to ensure that your company is considered completely closed and the state authorities have ceased to control it.

1. Closing a checking account. In the bank where you already have a current account, you bring an application from the client (from you) and a certificate of exclusion of the organization from the Unified State Register of Legal Entities. Do not forget that after the closure of the RS (according to Article 859 of the Civil Code of the Russian Federation), you will need to notify the funds and the Federal Tax Service within 7 days.
2. Submission of documents to the archive. This procedure is determined by Federal Law No. 125. You can find out which documents need to be archived and how long they will be stored there from Regulation No. 03-33 / ps.

You can breathe easy on this. If you have consistently completed all these steps, then you can be congratulated, the company is closed!

6. Conclusion

Dear readers, as you can see, the process of liquidating an LLC is quite difficult. If you do not understand all its intricacies, do not have the time or desire to deal with the independent closing of the company, entrust this procedure to specialists.

In any case, no matter which method you choose, you need to know the main stages of liquidating a company in order to understand the approximate time that this procedure will take.

Carefully prepare documents for the liquidation of an LLC, because it is here that mistakes are often made that require correction in the future and steal your time.

I hope that our interview will help you successfully go through the process of terminating the activity of a closed legal entity.

We wish you success!

The procedure for liquidating a legal entity may vary. It depends on the specific situation where liquidation can be voluntary, involuntary or related to bankruptcy.

Dear readers! The article talks about typical ways to solve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

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The main reason for the liquidation of the company is that it has ceased to generate income and its further existence becomes inexpedient.

The liquidation of the organization is also carried out upon reaching 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;
• "On Bankruptcy".

All 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 passed in the case of the liquidation of the company:

1. 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, which act as a liquidator. Information about the decision taken is transferred to the registering authority within 3 days.
2. . When it comes to liquidating a company with debts, it is important to notify potential and known creditors. To do this, it is necessary to place the relevant data in the Bulletin.
3. Notice to creditors. This must be done before the start of the liquidation procedure. It is done in writing. At the same time, the company must have confirmations, which can be submitted by registered letters with notification or signature of the responsible person.
4. 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 item is not always carried out.
5. Provision of an interim balance. Documents for approval of the interim balance sheet for liquidation can only be submitted two months after publication in the Bulletin.
6. Delivery of the balance sheet and liquidation of the company. The liquidator or the chairman of the commission acts as the applicant. It is this person who is responsible for providing the necessary documents. Also, the transfer of existing documents to the archive is carried out, the destruction of seals and the closure of current accounts.

Procedure for the 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 implementation 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.

Also allocate liquidation, carried out by reorganization.

Voluntary

In this case, to start the procedure, only the decision of the founders or bodies that are authorized for 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;
• state body.

Forced

When it comes to compulsory liquidation, the decision is made only in the following situations:

• when the activity is carried out without a license, if there is a need for it;
• when activities prohibited at the legislative level are carried out;
• single or repeated, but at the same time a gross violation of the current legislation.

By reorganization

If the liquidation is carried out by reorganization, the previously existing legal entity ceases to operate ().

It could be an acquisition, merger or transformation.

With this method of liquidation, unfulfilled obligations are not subject to further fulfillment, since they are repaid.

This is due to the fact that all obligations are transferred to the assignee, 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 is it like in 2019.

It is important to do everything right so that there are no problems in the future.

Decision-making

The very decision on liquidation is made at the general meeting of participants. As a result, a liquidation commission is formed.

But a person can be appointed who takes responsibility for the entire liquidation procedure. This is the so-called liquidator.

From the moment of his appointment, he receives full authority to manage the company.

Notification

When the final decision on the liquidation of the company is made, a notice is sent to the location of the organization () within three years.

Notice is provided on Form P15001. It is mandatory to attach a decision on liquidation to it.

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 that, a liquidator or a whole liquidation commission is appointed.

From this moment, the liquidator not only assumes responsibility for management, but also represents the interests of the legal entity in the judiciary.

Dismissal of employees

Dismissal of employees is carried out in accordance with the requirements of the law. It takes place no later than 2 months before the possible dismissal.

To do this, each employee receives a notification in writing in connection with the termination of the organization.

The Employment Service is also notified in writing.

Calculations

There is a formation of assets and liabilities of the company.

For this purpose:

• measures are taken in obtaining receivables;
• creditors are identified;
• a detailed inventory of all property is carried out.

Paying taxes

According to the legislation, an on-site tax audit is carried out in such an organization.

As a rule, the tax authorities conduct an audit within 2-3 months.

If tax arrears are revealed, a decision is made to bring the company to tax liability.

It is important to pay not only, but also penalties with 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 (EGRLE). Although the definition sounds simple, in reality it is a rather complicated and lengthy procedure.

If the money question 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 both voluntarily as a result of circumstances that have arisen, and by a court decision (the cases are described in Article 61 of the Civil Code of the Russian Federation).

How is the liquidation of a zero LLC

Some founders of an LLC, having registered an organization, do not carry out any actions on settlement accounts, do not conduct transactions, do not file reports, and do not have debts for a period exceeding 12 months. In fact, such an LLC is “dead”, zero. In these cases, the tax inspection authorities may, on their own initiative, decide and exclude the LLC from the Unified State Register of Legal Entities.

If this has not yet happened, then it must be closed on a voluntary basis. This will require:

1. Making a decision on liquidation (how to make it - see below in the instructions)
2. Submit to the Federal Tax Service a notification of the beginning of liquidation in the form R 15001
3. Publish information in the State Registration Bulletin
4. Draw up, approve and submit an interim liquidation balance sheet
5. Draw up and approve the final liquidation balance sheet. In the case of a non-performing LLC, the final balance will not differ from the interim one.
6. Submit to the Federal Tax Service the final package of documents with an application in the 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 the financial condition

Before making a decision on the final liquidation of an unjustified operating enterprise, one should carefully examine the financial condition of the organization. The chief accountant calculates the balance sheet data: the availability of funds and their compliance with the number of mandatory payments.

Not always as a result of counting funds enough. In this case, the possible profit after the sale of the organization's property is calculated. If, after checking the full scope of the possibilities for repaying debts, it turns out that they do not correspond to credit obligations, then the liquidation takes place through the bankruptcy procedure.

This procedure provides certain advantages. As a result of its implementation, the recovery cannot be assigned to another responsible person of the organization if the main debtor does not have the financial capacity to pay off the debts. Responsible persons: director, chief accountant are relieved of tax and administrative responsibility.

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 in the process of liquidating an LLC in 2018

If earlier the founder, one of the founders or the chairman of the liquidation commission had to submit documentation to the registration authority, then after changes are made to the forms of the Federal Tax Service, 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, consequently, the liquidator. When submitting documents by the founder-participant, who is not the head of the liquidation commission, the state registration authorities may refuse to carry out the liquidation.

Step 1 - Making a decision on liquidation and creating a commission

The decision to liquidate an LLC is made at a general meeting of all members of the Company, who are notified of the meeting in advance in writing, the return form must contain the signature of the recipient. These documents are attached to the minutes of the meeting. There are small format companies where there is only one founder. In this case, he makes the decision himself and records its results in writing.

So the decision to liquidate is made in the form:

1) Minutes of the general meeting of LLC participants - if the organization has several founders

2) The 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: the founders or the sole founder, director, senior lawyer, chief accountant and other employees who are part of the organization, who can be equally responsible. Passport data of all participants, or the only participant, if the decision is taken individually, are entered into the minutes of the meeting.

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 in the process of liquidation.

Step 2 - Notification of the tax and funds about the beginning of liquidation

Within three working days from the date of the decision at the meeting, a notice of liquidation of the LLC in the form P15001 is submitted to the tax office, which is pre-certified by a notary, if this is not done, then the documents will not be accepted. It will take you a little time to visit a notary in Kursk if you make an appointment by phone in advance. Together with the application, a protocol or decision on liquidation is also submitted (Step 1).

After the submission of the above documents, within 5 working days, information is entered into the Unified State Register of Legal Entities (EGRLE) that the LLC is in the process of liquidation. After that, the Federal Tax Service should issue you a record sheet for the Unified State Register of Legal Entities in the form P50007, confirming the information entered.

Based on paragraph 3 of Art. 28 Law No. 212-FZ of July 24, 2009, the FSS and PFR funds do not need to be notified of liquidation. This should be done by the IRS. 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 data on the organization and the procedure for its closure, the notice 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.

The following documents are required to publish a message:

• 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 (copy 1 pc.)
• Record sheet of the Unified State Register of Legal Entities on the fact of being in the process of liquidation (copy 1 pc.)
• A document confirming payment for the publication: a payment order with a bank note on execution (a photocopy is allowed). Or a receipt from Sberbank or other 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 the liquidation of the LLC

Immediately after the information is posted 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 certified mail with acknowledgment of receipt or by courier delivery. In both cases, the evidence of the notification is the signature of the creditor or his official representative. After receiving notices, creditors prepare debt data and submit their claims for repayment within the time allotted for this.

Step 5 - Notifying the employment center and employees of the dismissal

During the liquidation process, employees must be notified in writing of the upcoming dismissal no later than 2 months before this event.

Data on the liquidation of the 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 is up to 15 people, then information is submitted for 2 months, if more - then for 3 months.

For each employee in the CZ, the following data must be provided:

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 keep the average salary for the employee for the period of employment for 2 months (and sometimes 3 months).

Step 6 - Preparing for a Possible FTS Inspection

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 for an on-site audit. It is issued within 5 business days and provided at the location of the LLC (legal address).

If a positive decision on the inspection is made, then the transition to the next stage of liquidation is possible only after the settlement of the issues that have arisen with the inspection body and the completion of the inspection. Verification takes from 2 to 8 months.

Practice shows that zero companies and companies with a simplified taxation system are rarely audited. Nevertheless, it is necessary to make a preliminary reconciliation of financial data, to eliminate shortcomings. Make sure that all information was taken into account when submitting the declaration.

Step 7 - Draw up an interim liquidation balance sheet

An interim liquidation balance sheet is drawn up only after the deadline 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 claims put forward by creditors. After the interim liquidation balance sheet has been drawn up, it is approved by:

Then the following documents are submitted to the tax office:

1) Again, a notification in the form P15001 (notarized). IMPORTANT: You must have already filed this notice in the past (see step 2). For the first time, we noted clauses 2.1 and 2.2 on the form, that is, we informed the tax authorities about the decision to liquidate the LLC and the creation of a liquidation commission. Now it is necessary to note only paragraph 2.3 (“Compilation of an interim liquidation balance sheet”).

2) Interim liquidation balance. There is no strictly established form of the liquidation balance sheet, therefore, in practice, they usually take Form No. 1 “Balance Sheet” and refine 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 is better to clarify this point in advance):

Minutes or decision (see above) approving the interim liquidation balance sheet

Documents confirming the publication in the State Registration Bulletin

After the submission of documents, the tax office within 5 working days will enter information into the Unified State Register of legal entities. persons and will issue the corresponding record sheet of the Unified State Register of Legal Entities, as in step 2.

Step 8 - Pay off your debts

1. Satisfying physical requirements persons to whom the organization is liable as a result of causing harm to life and health;
2. Calculations for the payment of wages, severance benefits to employees working (-s) under employment contracts; this also includes royalties (the results of intellectual activity);
3. Calculations on obligatory payments to the budget and extra-budgetary funds;
4. Settlements with other creditors.

In the event of a shortage of funds on the balance sheet, the property of the organization must be sold at public auction. If after that the money is still not enough to cover the 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 can fully pay off your existing debts even before the liquidation of the LLC begins. And if not, then immediately begin liquidation through bankruptcy proceedings. And the situation described above is more suitable when the amount of debt obligations turned out to be much larger than the expected amount according to preliminary calculations (for example, creditors showed up who were forgotten to be taken into account or poor knowledge of the contract, according to which interest and penalties were accrued).

Step 9 - Compilation of the final liquidation balance sheet

After settlement of the debt obligations, the liquidation commission draws up the final liquidation balance sheet. Based on accounting data, a list of existing assets is compiled that remain after all payments and must be distributed among the founders.

First of all, the distribution of the distributed but unpaid part of the profit is paid. After that, the property is distributed in accordance with the equity participation in the authorized capital. In the case of a single founder, everything becomes his property.

Once the final liquidation balance sheet has been drawn up, it is approved by:

Minutes of the general meeting of participants - if there are several founders

Decision of the sole participant - if one founder

ATTENTION: if the final balance exceeds the intermediate one, then the tax office will require an explanation from you, and subsequently may even refuse to liquidate. Assets in the final balance sheet may turn out to be larger mainly for 2 reasons:

1) Previously, the assets were temporarily withdrawn from the balance of the LLC in order not to pay debts to creditors. In this case, not only will they refuse liquidation, but also creditors can file a lawsuit about intentional “fraud”.

2) The organization continues its activities and after the approval of the interim balance sheet, income has been received. I must say that such profits are very carefully checked by the tax authorities.

Step 10 - We submit the final package of documents to the Federal Tax Service

The final package of documents includes:

• Application form No. P16001 (certified by a notary)
• Final liquidation balance sheet
• Minutes or decision approving the final liquidation balance sheet
• Receipt of payment of state duty (costs 800 rubles)

There is no need to provide any certificates of the absence of debt to the Pension Fund and the Social Insurance Fund, the tax authority itself applies for this information to the funds. After acceptance of the documents, a receipt is issued.

After the submission of documents, the tax office within 5 working days will enter information into the Unified State Register of legal entities. persons and issue a record sheet of the Unified State Register of Legal Entities confirming the liquidation of the LLC.

Documents can be submitted:

• personally (this is done by the head of the commission or the liquidator-founder);
• by mail with a valuable letter with a description of the attachment;
• in electronic form using a digital signature (for example, through the portal of public services);
• through a representative under a notarized power of attorney.

After confirming the liquidation of the LLC, it remains to do the following:

• Close a current account owned by the organization
• Submit the documents of the liquidated LLC to the archive
• Destroy the seal (you can do it yourself or use the services of special firms)

There can be many reasons for closing your own business, but there are only four options for its liquidation. We will consider them in detail and give step-by-step instructions on how to independently close an LLC in 2017.

Close LLC, sell or just quit

There are a lot of inactive organizations forgotten by their founders. In the absence of employees, when there is no need to pay wages, pay taxes and insurance premiums, a limited liability company can be frozen. This is how abandoned organizations exist until they are sold or closed.

The official closure procedure is far from the simplest - there are many formalities that must be observed by law. If it is impossible to sell the organization, and there is no point in holding it anymore, you need to voluntarily liquidate the LLC. But for this you will have to understand all the legal intricacies and act according to step-by-step instructions.

Problems arising from the liquidation of an LLC

1. Preparation and submission of documents. When closing a company, the state requires a list of documents to be submitted to the tax service, the FIU, and the employment service. At this stage, the owners make a large number of mistakes, and the procedure for liquidating the company is delayed in time.
2. The official closing of an LLC takes 3-4 months. That is how much time is given to your partners and investors so that they declare their existing claims, and you can resolve all issues.
3. Tax check. This stage may be associated with unforeseen financial costs. If you do not correct errors in the company's reports before the arrival of the FTS check, you can get a fine. Pay off all debts, and you can avoid the financial costs of closing the business yourself.

What are the closure options?

Various life circumstances can lead to the liquidation of a company, and, based on them, it is worth choosing the option of closing an LLC:

The most difficult options for closing an LLC are bankruptcy and merger with another organization; in such situations, expert advice is often required. The official liquidation of the company, although it takes a lot of time, is more understandable from the legal side.

Determine the profitability of the enterprise and assess whether the company will be profitable and successful in the future
will help you.

The lack of growth and decline in production is typical for. Why is stagnation in the country's economy dangerous for individual enterprises and citizens?

How to check the debt of your company on the tax website, as well as get information about the counterparty, read.

We close the LLC in 2017 on our own

Step 1. Deciding to close

At the general meeting of the founders of the LLC, a decision is made to close it, and at the same time a liquidation commission is appointed, which will deal with the settlement of all existing issues. The decision is considered adopted if at least 67% of the participants voted for closing. If the founder of the company is only one person, he prepares a decision on liquidation on his own.

The decision is entered into the minutes, which also indicate the provisions on the closure of the company, and the transfer of powers to manage the company to the liquidation commission. From this moment on, the head of the LLC is suspended from exercising his powers, and all previous documents, protocols and orders of the company are sent to the archive.

Step 2. We notify regulatory authorities

After the decision is made, within three working days, the following documents must be submitted to the Federal Tax Service Inspectorate at the place of registration of the legal entity:

At the same time, a notification of the termination of the existence of this LLC is submitted to the State Register of Legal Entities (EGRLE). The chairman of the liquidation commission can submit documents to the tax office in person or send them by mail. Documents can be returned back if they are filled out incorrectly, so it is desirable to be personally present for prompt elimination of errors. Having considered the documents within 5 working days, the tax inspectorate is obliged to provide an extract from the Unified State Register of Legal Entities.

The regional offices of the Pension Fund and the Social Insurance Fund must also be notified of the closure of the firm within three days. You can find a sample of filling out notifications in the territorial offices of these organizations.

Step 3. We inform counterparties through the media

As soon as the tax inspectorate considers the decision of the commission, we will publish an announcement in the State Registration Bulletin about the liquidation of a limited liability company. To do this, contact the editorial office of the journal with documents:
• A copy of the decision on the commencement of liquidation.
• Announcement text.
• Receipt of payment.

Publication is allowed only in this journal.
Within 2 months from the date of publication of the announcement, the company's creditors may submit claims for debts.
According to the law, in addition to notification through the media, it is also required to send a corresponding letter to third parties.

Step 4. Dismiss employees

All employees must be notified of the termination of the company's activities 2 months before the dismissal. According to the labor code, the employer does not have the right to dismiss employees if the full payment of wages is not made. Employees must receive wages and vacation pay in full.

A letter is sent to the employment service, which indicates the position, specialty, and conditions of remuneration for each dismissed employee. The employment service must receive this data 2 months before the dismissal of the staff, in case of mass dismissal - 3 months.

If the organization employed more than 15 people, then the dismissal is considered massive. In different regions, the criteria for mass layoffs may differ, it also depends on the industry in which the enterprise worked.

Only after 2 months from the date of notification of the Employment Service and payment of wages to employees, you have the right to dismiss them. If the dismissal occurred in violation of the articles of the Labor Code, the former employee can sue. Decisions in such cases in most cases are made in favor of the dismissed employees.

How work books of employees are drawn up, filled out and stored, read.

It will help to properly prepare, fasten, flash documents before checking or archiving.

When looking for a new job, you will need knowledge: how to do it right or competently.

Step 5. We draw up an interim liquidation balance sheet

After paying all debts to creditors and employees, the liquidation commission draws up the final liquidation balance sheet. All LLC assets are distributed according to the shares of each founder. The legislation does not provide for a single model of the liquidation balance sheet. Lawyers advise to draw up a balance sheet in accordance with the requirements of financial statements.

The following data should be indicated in the liquidation balance sheet: the property of the organization, claims of creditors and decisions taken on them. The PLB is signed by the founders, after which the commission draws up a notice of acceptance of the balance sheet and certifies it with a notary.

When closing an LLC on your own, serious knowledge in accounting work may be required. If at this stage you have difficulties, seek the advice of specialists.

The interim liquidation balance sheet is sent to the tax office at the place of registration along with a notice of liquidation of the legal entity. persons in the form P15001 and a state duty receipt. It is advisable to send by mail so that you have a postal receipt.

The tax inspector may require all available documents relating to the liquidation of the LLC. Therefore, it would not be superfluous to submit to the tax office, together with the adopted balance sheet, the minutes of the meeting of the founders and the publication on the closure of the company in the State Registration Bulletin.

The Tax Inspectorate will review the documents within 5 working days and make changes to the Unified State Register of Legal Entities. The head of the LLC is issued a certificate of registration of the procedure for closing the company.

Step 6. Paying off creditors

At this stage, all debts are closed, if there are none, then this item can be skipped when closing the LLC on its own.

The Civil Code establishes the procedure for paying debts in order of priority. The first applicants for receiving payments from the liquidated company are citizens who received industrial injuries or moral damage during work. Then, salaries of employees are paid from the final balance.

These payments must be made in the first place, only after the payment of taxes, insurance premiums, existing fines and other debts is allowed.

In the event of a voluntary closure of an LLC, the funds should be enough to pay off debts; if necessary, the organization's property is put up for auction. If there is less money on the liquidation balance than is required to make payments to all applicants, bankruptcy proceedings begin.

Step 7. We draw up the final balance sheet

After making settlements with all parties, the liquidation commission draws up the final balance sheet, which is submitted to the Federal Tax Service. You will also need a certificate from the Pension Fund of the Russian Federation on the absence of debt and a receipt for payment of the state fee.

At the same time, the organization's settlement account is closed, and seals are destroyed.

Step 8. We notify the Pension Fund and the Social Insurance Fund

We submit documents to the social services on the removal of the LLC from registration and reporting on dismissed employees.

Step 9. We submit documents on the liquidation of the LLC to the Federal Tax Service

For the final closure of the LLC, we pay the state duty and submit the following documents to the Federal Tax Service:

Within 5 working days, the Federal Tax Service will review the received documents and make a final decision on the closure of the LLC. From the moment of obtaining a certificate of closure, any activity is illegal.

Close LLC or "freeze"

Not all entrepreneurs know that in difficult times, an LLC can be “frozen” without resorting to a liquidation procedure. The organization at the same time continues to exist, and all costs are reduced to a minimum.
If you need to suspend the activities of an LLC for a long time, you will have to consult with a lawyer. The legislation does not provide for such a procedure, and entrepreneurs may receive a fine from the tax service for incorrect reporting.