The closure of an LLC in the absence of the company’s activity means a complete cessation of its activity when other persons do not have the right to obtain rights and obligations to it. And the legal entity itself is removed from registration in a number of authorized bodies. All this takes from two weeks to a year and a half and consists of several stages.
If reports didn’t give up
Many entrepreneurs are wondering if the closure of the LLC is possible in the absence of tax activity in relation to it. At the same time, the authorized structure itself may after some time recognize the company as invalid. In other cases, she has the right to impose a fine. So, if a legal entity has not submitted any accounting documents to the tax service during the year and has not performed any financial transactions on any account, it may be deemed invalid.
When can a company be suspended?
Why, after a certain time of operation of the enterprise, is it possible to close the LLC in the absence of activity. The reasons most often are:
- takeover or merger;
- bankruptcy;
- constituent decision and much more.
The closing procedure includes not only deregistration, but also the correct calculation of all payments, paperwork, cancellation of accounts and reconciliations with partners. The easiest way is to close the LLC in the absence of activity in the general manner.
Who makes the liquidation decision?
The process of the dissolution of the company starts with the filing of a special commission, which includes the founders. Perhaps the closure of the LLC in the absence of activity for 3 years, and a shorter period. It is carried out on the basis of constituent documents and applicable laws. Closing can be voluntary or forced when a decision is made in a judicial proceeding.
This happens if:
- there are errors in the documentation that are not subject to change;
- the activity of the structure does not correspond to any specified in the constituent papers;
- if reports are not sent to the tax authority;
- if there is evidence in the state register that the organization is absent at the place of official registration.
Liquidation Procedure LLC
If there is no activity for a certain time, a constituent assembly is convened at which a decision can be made to terminate the company. This should be recorded in the protocol, after which a liquidation commission is appointed, to which all the affairs of the structure go, if necessary, it represents its interests in court.
Further, the closure of the LLC in the absence of activity and account is carried out according to this algorithm:
- documents to the tax service about the intention to liquidate the enterprise;
- at the same time, information on the state of the LLC at the stage of termination of work is entered into the Unified State Register of Legal Entities;
- information on the liquidation of the enterprise is published in the media (“State Registration Bulletin” and other newspapers), which cover news on the closure of enterprises. But this may appear only after notification of the decision of the tax service;
- It is necessary to disclose the time and procedure for the submission of claims by creditors. They can be at least 2 months after the message appears;
- it is possible to close an LLC on the basis of an inventory of funds, identification of obligations and the sequence of their implementation. If the company had no debts, it is necessary to compare finances with social and other structures;
- a liquidation interim balance sheet is prepared , which, together with the required notification, is sent to the tax authority;
- employees are dismissed subject to repayment of all payments;
- final tax calculation is made;
- accounting documents and declarations are sent to the necessary authorities;
- LLC is deregistered in social and insurance funds and the Unified State Register;
- the final liquidation balance sheet is formed, which is approved by the appointed commission;
- in accordance with the shares, assets are distributed among the participants;
- through the current account the state duty is paid;
- seal is destroyed, financial papers are closed;
- all documents confirming the implementation of measures to liquidate the structure are sent to the tax authority;
- obtaining a certificate.
How much is the procedure
The closure of an LLC in the absence of activity has its price, but it is difficult to call it right away, since the total amount depends on such factors:
- book value of assets held by the enterprise;
- presence of debts;
- way to eliminate the structure;
- how the documents were sent.
For example, the state duty for canceling an enterprise is 20 percent of the cost of registration, that is, 800 rubles. Notarial services are paid separately - 700 rubles or more. There may be additional costs if the accounting documents have certain flaws. This will need to be fixed with the help of specialists.
Company closing dates
If we talk about the time of the procedure, then everything also depends on various factors. From about 2 weeks to a year and a half, on average, it is required to close an LLC in the absence of activity. Features of the situation in which it was eliminated are directly related to this. So, with a change of director and founders, this takes a month, with a merger or acquisition - about 5 months. But in the event of bankruptcy, you can close the company within 1.5 years.
Types of liquidation at zero balance
Closing an LLC in the absence of activity is often carried out on the basis of the presence of a zero balance. The company should not have any movements in the accounts, as well as the presence of profit.
In this case, there may be three liquidation scenarios:
- voluntary closure - if the company is unprofitable;
- bankruptcy - if it had debts;
- alternative - if it is being sold or reorganized.
Liquidation of an enterprise in the presence of debts
Bankruptcy is a company with a debt of 100 thousand rubles or more, which has not been paid for 3 months or more, and it is impossible to collect it in a shorter time. If a commercial organization does not have sufficient finances and property to pay off its obligations, it is liquidated according to this scheme:
- filed for bankruptcy before the deadline for repayment of the debt;
- within a month, the issue of insolvency of the structure is considered;
- the arbitration court appoints a manager;
- valued property;
- LLC is declared bankrupt;
- consideration in court of possible emerging issues;
- making entries in the register of objections.
The last stage is official liquidation. In this way, in case of debt, the LLC closes in the absence of activity.
Advantages and disadvantages of different ways to cancel companies
Each method of liquidation of an LLC has both positive and negative sides. So, the standard method, practiced in the absence of debts, small turnover and quality accounting has the following advantages:
- the company is forever excluded from the register;
- minimal risk of the consequences of tax audits.
And the main disadvantage is the duration of the procedure (up to 3 months).
Closing an LLC in the absence of activity on the basis of bankruptcy is carried out with existing debts.
This method is very reliable and applicable even if there are obligations; it is impossible to cancel the liquidation in this case. This procedure completely eliminates the need for a tax audit of the enterprise. The disadvantage is its duration and high cost.
Alternative liquidation and reorganization: features
If the closure of an enterprise occurs through a change of management to a management company, then this is done in the absence of large debts, counterparties in the form of one-day firms.
The advantage of this method is a quick elimination in the absence of major problems. It takes only a month and will cost about forty thousand rubles. Its drawback is that the company will nominally exist anyway, and legal structures may not confirm the legality of the procedure.
There is a similar method when the director or founder is changed to a management structure that is not registered in the Russian Federation. The condition is the absence of large debts and cooperation with one-day companies. Advantages and disadvantages similar to the previous case.
Another method of liquidation of an enterprise is reorganization through merger. Its negative and positive sides are almost the same as the alternative methods of closing a commercial structure. However, the cost will be slightly higher. But the reliability of this method is also in doubt.
It is best to close the company through bankruptcy, and in the absence of debts - the standard classical method. If the company did not have serious financial problems, and it was not involved in the shadow movements of funds, then everything will happen as quickly as possible.
An LLC as a business entity can be closed if necessary if its owner has decided to completely liquidate or merge or organize. The procedure is chosen by the founder depending on the circumstances.