How to close LLC? Step by Step 2017

When the owner of the organization asks the question: "How to close the LLC in order to avoid problems with the tax inspection and law enforcement?" - then, first of all, it is worth figuring out why the owners of the organization make the appropriate decision. In each case, the sequence of actions will be different.

1 case. The company is no longer operating. Rent zero balances

Quite often there is a situation where the activities of the company ceased, but the company is not officially liquidated, since the procedure for closing a legal entity provides for a mandatory tax audit. How to close LLC in this case? The owners of a limited liability company should take into account that taxes are subject to collection for the last 3 (three) years prior to the decision on liquidation. If a company has not been operating for three years, then it has a minimal risk of additional taxation.

Voluntary liquidation of a limited liability company is regulated by Art. 57 of the Law "On Limited Liability Companies" dated 08.02.1998 N 14- and the Civil Code of the Russian Federation.

The sequence of steps for the voluntary liquidation of LLC in 2017:

1. The owners (founders) of a legal entity at a general meeting must decide on the liquidation of the legal entity.
2. Within 3 (three) days, submit an application in form N P15001 to the authorized body at the location of the legal entity with the application of the decision on liquidation in writing. All documents are submitted by a person entitled to act without a power of attorney on behalf of a legal entity.
3. The registration authority makes a record in the Unified State Register of Legal Entities that this legal entity is in the process of liquidation.
4. The founders of a legal entity that have decided to liquidate are required to publish information on the liquidation of the LLC in the “State Registration Bulletin”.
5. It is worth considering that the liquidation of a legal entity is carried out at the expense of its property. If the property is insufficient, then the obligation to finance the liquidation falls on the participants of the liquidated LLC.
6. The participants of the liquidated LLC appoint a liquidator and establish the terms and procedure for the liquidation of a legal entity.
7. If in the process of company liquidation a debt is revealed that cannot be repaid from the existing property, the company will be obliged to transfer in bankruptcy proceedings.
8. After the presentation of the claims of the creditors, i.e. after 2 (two) months, the limited liability company represented by the liquidator draws up an interim liquidation balance sheet approved by the founders.
9. If, after satisfying the claims of the creditors, the property remains, it shall be distributed among the participants in the company, and if there is a dispute on the procedure for transferring the property, it shall be sold at auction. Profits are distributed among the participants according to their shares.
10. After completion of the liquidation procedure, a legal entity is considered liquidated when information about this is entered into the Unified Register of Legal Entities.

2 case. The company is conducting activities. Financial results are not satisfactory. There are debts to fiscal authorities and other creditors

This type of liquidation of the LLC is regulated by the Law "On Insolvency (Bankruptcy)" of 10.26.2002 N 127-.

According to Art. 9 127- the head of a legal entity, including in the form of a limited liability company, is obliged to file a bankruptcy petition with the Arbitration Court:

- if the company has debts in which the satisfaction of the requirements of one creditor will lead to the inability to fulfill the requirements of other creditors;

- if the company management decided to file for bankruptcy in accordance with the Charter of the legal entity;

- if the foreclosure on the property of the debtor, for example, as a result of a court decision, makes it impossible to continue the economic activities of the LLC;

- there are signs of insolvency of the organization, insufficiency of property of the organization;

- there is a debt to employees of a legal entity.

Also, the liquidator of a limited liability company is obliged to file a bankruptcy petition with the Arbitration Court if any signs of impossibility to satisfy the claims of creditors in the process of liquidation of the LLC are revealed.

After filing a bankruptcy petition with the Arbitration Court, a decision is made either to accept the bankruptcy petition or to refuse to accept the petition.

When accepting the application, the court appoints a bankruptcy trustee, and also makes a decision on financing the bankruptcy procedure. It should be borne in mind that the services of an arbitration manager in 2017 cost 30 (thirty) thousand rubles a month.

Also, the publication of bankruptcy information in the EFRSB Newsletter and the Kommersant newspaper must be paid.

Information that the company is in bankruptcy is entered into the Unified State Register of Legal Entities.

When conducting bankruptcy proceedings, the bankruptcy trustee performs the functions of holding a meeting of creditors and compiling a register of creditors, identifies and sells the property of the debtor, and brings the debtor's controlling persons to subsidiary liability.

Controlling persons of the debtor - legal entity - these are persons entitled to issue binding orders. Typically, the controlling persons of the debtor are the CEO and founders with more than 10% of the share capital.

Since June 28, 2017, the possibilities of creditors have been significantly expanded to bring controlling persons to subsidiary liability.

Liquidation of an LLC through bankruptcy also ends with the exclusion of a legal entity from the Unified State Register of Legal Entities.

3 case. A decision was made to reorganize a legal entity in the form of an LLC by merging or joining legal entities.

Reorganization through a merger is regulated by 57 Art. Civil Code of the Russian Federation. Reorganization can be carried out through the merger, accession, division, spin-off, transformation of legal entities.

1. A decision is made to reorganize a legal entity in the form of an LLC by an authorized body of a legal entity to make such a decision (solely by the founder or by the general meeting of participants).
2. A deed of transfer is drawn up, which reflects the succession of all obligations of the reorganized company. The deed of transfer is approved by the founders of the LLC or the body that made the decision on the reorganization. The deed of transfer is obligatory transmitted to the body performing state registration.
3. Form tax P12003 is submitted to the tax inspectorate, which is entrusted with the functions of reorganizing legal entities.
4. Article 60 of the Civil Code of the Russian Federation provides for guarantees of the rights of creditors during the reorganization of legal entities. So, a reorganized LLC, after entering information into the Unified State Register of Legal Entities about the beginning of the reorganization procedure, publishes a notice of its reorganization in the State Registration Bulletin twice within two months. The creditors of a legal entity have the right to present their claims ahead of schedule in connection with the reorganization, but no later than 30 (thirty) days from the date of their last publication in the Vestnik.
5. It should be borne in mind that the Civil Code of the Russian Federation now expressly provides for in paragraph 3 of Art. 60 joint liability of the leaders of the reorganized company for obligations arising to creditors. If it is impossible to execute or compensate losses to such a creditor ahead of schedule, compensation shall be made at the expense of the funds of persons entitled to act on behalf of the reorganized legal entity.
6. After the termination of activities of the merging legal entity, an application is submitted in the form of 16003 to the state registration authority.
7. If a new legal entity is created in the process of reorganization, then an application in the form P12001 is submitted to the registration authority.
8. After the reorganization is completed, the USRLE shall enter information on the termination of the activities of the reorganized LLC.

It is worth considering that in 2017 tax inspectorates, which are authorized state bodies for registration, liquidation and reorganization of commercial legal entities, closely monitor that reorganizations of legal entities do not have signs of “alternative liquidation”. In case of suspicions that the reorganized legal entity just wants to avoid liability for the debts of the company in this way, the reorganization is refused. According to statistics, in 2017, more than 90% of companies applying for reorganization of legal entities received refusals for one reason or another.

Therefore, the specialists of the Center for Liquidation and Bankruptcy company advise you, if the company has no debts, to close it officially, and if there is a debt, initiate bankruptcy proceedings, which will help to avoid further subsidiary liability for the debts of the company founders and managers.

Detailed consultation on issues related to the liquidation of LLC:

Center for Liquidation and Bankruptcy http://oscps.ru/