Voluntary liquidation of an LLC is a kind of official procedure. It is carried out in accordance with the Civil Code and other special laws. Moreover, many people who are going to close the work of a certain enterprise often do not know how to properly carry out this procedure and what it basically is.
When is it carried out?
In the overwhelming majority of cases, the main factors for the voluntary liquidation of an LLC, the following factors may be:
- Loss of interest on the part of owners of the activities conducted by the organization. In the vast majority of cases, this item is accompanied by the inability to sell the business.
- Losses of the ongoing financial and economic activities of the company.
- The end of the period for which a specific organization was created.
- Complete achievement of the goals for which it was open.
- The state of net assets in AO or LLC.
Decision-making
The decision, in accordance with which the voluntary liquidation of the LLC is carried out, is taken by a specific body. He receives the powers prescribed in the constituent documents of the company. In modern limited liability companies, this body is the General meeting of participants (members, shareholders or other representatives). It is worth noting that the voluntary liquidation of LLC in the form of a non-profit fund is carried out only if there is an appropriate court decision. During the meeting, the General Meeting considers the following issues:
- Makes a decision on what should be the procedure for the liquidation of LLC.
- Appoints an authorized commission. Determines its chairman.
- Establishes the terms of cancellation, including also the notification of all creditors of the abolition.
From the moment the special commission was appointed, the procedure for the liquidation of the LLC provides for the transfer to it of all powers regarding the management of the affairs of this legal entity. The legislation does not contain any norms that would be completely devoted to the use of a specific mechanism for controlling its work. In addition, the responsibility for the commission’s actions is not completely clear. After all, they may violate the rights of interested parties. It is for this reason that you need to be extremely careful about the correct selection of candidates for future members of the meeting.
In addition, it should be remembered that significantly varies depending on how difficult the liquidation of the LLC is, the price of this event. Often it starts from 25 thousand rubles. The composition of the commission that controls the abolition, it is customary to include the head, lawyer, chief accountant. It may also include representatives of various founders. In this situation, the head is mainly elected as chairman.
Notification Authorities
A certain procedure is established in accordance with which the liquidation of the LLC should be carried out. The price of such an event is discussed at the first stage. In particular, the founders or a certain meeting of authorized people who decide on the cancellation of a legal entity must make a notification of their verdict to state bodies in order to make the corresponding entry into the USRLE. It should be noted that this notice must be provided no later than three days after the decision on the liquidation of the LLC was made.
To do this, the following package of documents is provided to the appropriate registration authority, which is the tax office, located at the location of the company:
- Notification of the beginning of the liquidation procedure with a notarized signature.
- A message that an authorized commission is being formed. The signature must also be certified by a notary.
- The minutes of the general meeting at which the decision was made to liquidate the LLC, and the corresponding commission was elected.
In the future, the body will have to enter into the USRLE the information that the legal entity has begun the cancellation procedure. From this moment, the possibility of changes that could be made to the constituent documentation is excluded. As well as any registration of legal entities, the founder of which is this enterprise.
Funds Notification
In accordance with the current legislation, after the closure of the LLC was planned, certain funds must be notified of this procedure. Namely:
- retirement;
- social insurance.
It should be noted that the notification should be provided no more than three days after the decision was made.
Creditors Notice
Immediately after the closure of the LLC was planned, the relevant commission should post a specific publication in the journal “State Registration Bulletin” that liquidation is being carried out. In addition, the procedure and deadline for making claims by the company's creditors is established. This ad should contain the following information:
- Full name of the legal entity.
- His main state registration number.
- Taxpayer identification information with a reason code for registration.
- The address at which the person is located.
- Information that a decision has been made. Indication of the authority that was involved in this.
- The date and number of the decision.
- Dates, procedure, as well as telephone and address at which creditors will be able to present their claims. Indication of other additional information is possible.
Ultimately, the commission, which carries out the independent liquidation of the LLC, takes measures to identify all creditors, and then notifies them in writing about the beginning of the abolition procedure.
Commission work
Over a period of time, creditors may present their claims. At the same time, the commission conducts its work in full accordance with a previously approved and developed plan. In particular, it should include the following list of activities:
- Inventory of all company property.
- Preparation of information regarding the size and composition of the organization’s assets, including a description of the capital to be sold, its condition and liquidity.
- Collection of all necessary data on participants who have the right to receive a certain share of the company's property after the liquidation of the LLC has been carried out. The instruction provides for the issue of shares only after settlements with creditors.
- Drawing up a maximally detailed description of the financial condition of the company at the time of its closure.
- Complete dismissal of all employees.
- The establishment of all organizations in which a legal entity acts as a founder. Its conclusion from their structure.
- The calculations for each territorial and federal payment are verified with the relevant tax authorities and various extrabudgetary funds.
- A detailed assessment and analysis of receivables is carried out , as well as measures related to its collection are developed.
- The characteristic of accounts payable is established.
- The procedure for the sale of all property of a closing company is determined. At the same time, it is grouped by degree of liquidity, conditions and opportunities.
- The exact procedure for settlements with creditors, which belong to a single queue for satisfying claims, is preliminarily determined.
- Documents are prepared to exclude the company from the register.
Now you understand how the liquidation of an LLC should be carried out. A sample of the necessary instructions during this procedure is issued to the accounting department, as well as to all other services and departments of the enterprise.
Debt collection
In order to collect the debt, the liquidation commission sends letters to the debtors. They indicate the requirement for the immediate payment of money or the return of some property. If debtors refuse to pay at the moment, then in this case, a corresponding lawsuit may be filed. Moreover, the interests of the organization will be directly addressed by members of the compiled liquidation commission. When the limitation period expires on receivables, it may be reflected in non-operating expenses, as a result of which it is written off at a loss.
Inventory
In accordance with the current legislation, the duties of the commission include an inventory of all property that belongs to the company. When liquidation of zero LLC is carried out, the procedure has no differences from the standard. In addition, a full check of all positions of liabilities and assets is also carried out. Discrepancies between the actual availability of a particular property, as well as accounting data, should subsequently be reflected in the relevant accounts.
Settlement with employees
The fact that a person is going to be fired due to the closure of the company, the employee must be warned by the employer at least two months before the immediate dismissal. Accordingly, he has the right to familiarize himself with the document, which approved the decision on the liquidation of the LLC. The sample (you can see it below) must be shown to all employees. With the written consent of the employee, the employer will be able to terminate the employment contract with him without warning him of dismissal during this period. But at the same time, he is obliged to pay additional compensation in the amount of the average earnings for two months.
In the event of termination of the employment contract due to liquidation of the company, the dismissed employee must receive termination benefits. Its size is equal to the average monthly income of a person. But that is not all. A former employee has the right to retain his average earnings during the period of further employment, but not longer than two months from the date of dismissal. In addition, the employee must also be compensated for the fact that he was unable to take his own leave. In accordance with the laws, the company administration must settle accounts with the dismissed employees on the last day of their work. If they are not in place, then the money is paid to them the next day after treatment.
Tax payment
According to the law, the obligation to pay taxes on the part of the company being liquidated is assigned to the collected commission at the expense of those funds that are received in the process of selling the company's property. If she sold certain assets, then in this case she must pay taxes related to the sale. And the liquidation commission is obliged to provide tax authorities with appropriate declarations for each individual collection, which is payable to the budget until the organization is closed immediately.
But there are other situations. For example, if the funds of the liquidated company, including the proceeds from the sale of its property, were not enough to fully fulfill the obligation to pay fees, taxes, and also due fines and penalties, then in this case the founders should pay off the remaining debt. But only to the extent and in the manner established by applicable law.
Tax audit
After receiving notification of the start of the liquidation, the inspection, which represents the organization’s potential creditor in case of under-assessment of taxes, begins its own verification. It is carried out on all taxes, regardless of the time at which the checks were carried out earlier. It should be noted that in this case the procedure is carried out over the past three years. She is away.
If such a need arises, all persons who have been authorized by the tax authorities and are engaged in such verification can conduct a full inventory of the organization’s property. And also to examine the warehouse, trade, industrial and other premises or territories that the payer uses to generate income. Or if they have a relationship with the content of any objects of taxation. Based on the acts of reconciliation with government bodies, as well as protocols for documentary verification of settlements, the total amount of the organization’s debt is established. Now you know how the liquidation of the LLC is carried out (with one founder or several), what it represents. The information presented in the article will be useful and instructive for everyone.