Liquidation of a company is a legal way to terminate its activities. Carrying out on a voluntary basis is possible if there are no debts that the company is not able to pay. Otherwise, bankruptcy proceedings may be instituted. Previously, companies preferred alternative ways, for example, business reorganization and more. But today the number of firms that decide to formally cease operations through liquidation has increased significantly.
Legislative changes
The main reason companies were in no hurry with liquidation was tax audits. Their result was fraught with the most unpredictable consequences. Therefore, the issue was often decided by a change of founders or reorganization. But in March last year, Law No. 67, which regulated the issue of providing reliable information to supervisory authorities, introduced amendments, according to which alternative means of liquidation became criminally punishable acts. In this regard, the liquidation of the company in an official way attracts more entrepreneurs and businessmen. Let us consider in detail how this procedure occurs and on what points special attention should be paid.
Liquidation decision
At this initial stage:
- a decision is made;
- a liquidator or a liquidation commission is appointed;
- within 3 days, the registering body is notified of the liquidation and liquidator.
The liquidator may be either a participant in the LLC or an invited person from outside. From the moment of appointment, he bears all responsibility for the activities of the organization. These are questions about debt, and accounting. It also bears the burden of subsidiary liability.
When notifying the registration authority, the following package of documents must be submitted:
- notice in the form prescribed by law P15001;
- decision on liquidation and appointment of a commission or liquidator (original document).
"Bulletin of state registration"
The next step in this process is the publication of information in the “Bulletin of State Registration”. Currently, the procedure is simpler, as it is possible to carry out online.
The publication order can begin to be drawn up even when documents have not yet been received from the registering authority. In this case, you can save a few days.
After the liquidation commission is appointed, the general director loses the right to sign documents. However, in practice, for example, a bank will require a record from the USRLE, and only then will it be possible to change a bank card.
Dismissal of employees
For this stage, there is no specific stage at which the company is in the process of liquidation. Therefore, dismissal occurs regardless of it. Only by the time it is necessary to submit information to the FIU, this stage must be completed.
The upcoming dismissal must be notified to the employment service two months before. In this case, no established form is provided. Therefore, the message is made in random order. Nevertheless, in some constituent entities of the Russian Federation, such a form may be provided. Also various are the documents that are attached to the notice. So, in Moscow, you need:
- information about employees;
- letter addressed to the director;
- copy of the Rosstat newsletter .
If the liquidation of jur. If a person causes mass layoffs, then the employment service must be notified about this three months in advance. Mass dismissal is considered when 15 or more people lose their jobs. If such a message is not filed, then the law provides for administrative liability in the form of a fine:
- for an organization - from three thousand to five thousand rubles;
- for the head - from three hundred to five hundred rubles.
At the same time, it is quite rare for this offense to be fined. However, in the event of a labor dispute for the court, this fact will play a significant role in making the decision.
Two months before dismissal, all employees must be notified. This must be done in writing. To notify the established form is also not. Therefore, it is compiled in any form. If the employee refuses to sign the document, then a corresponding note is made in it, and witnesses, for example, from among the employees, must sign this document.
When the date stipulated by the notice arrives, the employment contract is terminated. The employee must receive a full payment, as well as a benefit equal to the average earnings for one or two months. In some cases, it can be issued in the third month after dismissal.
If the liquidation of the company does not take place, then the employee can be reinstated in the same position that he previously held.
Inventory and debt issues
At this stage, the company's creditors are identified, who are notified of the upcoming procedure. An inventory of property is also made . If there is a tax debt, you must notify the tax about it. To pay off creditors, a transfer of receivables may be required. These issues are addressed until the liquidation balance sheet is approved.
Tax check
This stage, as well as the dismissal of employees, can occur regardless of the sequence of other actions when the company is liquidated. Tax may cancel the check. At the same time, upon termination of activity, this procedure does not depend on the period when it was carried out for the last time. In a standard manner, a tax audit is appointed once every three years.
If the procedure is assigned, then it is carried out as usual. Its validity period is 2 months, but can be extended to 4, and in exceptional cases up to six months.
Interim liquidation balance sheet
PLB makes up the liquidation commission. The document is started when the deadlines for presenting creditor statements have ended, a court decision on the requirements for the organization has been adopted, and the tax audit has been completed.
The interim liquidation balance sheet contains all the claims of creditors, a decision to accept or reject them, as well as those items in respect of which a satisfactory decision was made by the court.
A notification is submitted to the tax that a legal entity is being liquidated. persons in the manner prescribed by law and the PSB. These data are declared by the liquidation commission (or liquidator).
Neither the interim, nor the final liquidation balance sheet has an approved form. Therefore, documents are submitted in any form. They must be approved by the founders or members of the company.
Reporting in the FIU
After the PSB has been submitted, reports on personalized accounting must be submitted to the Pension Fund . By this time, of course, workers should be fired. In addition, it is advisable to reconcile with the FIU for any debts remaining. As practice shows, this step is very useful for the liquidation of the company to take place without additional obstacles. If debts are identified, they should be repaid in the very near future.
Satisfaction of creditor claims
If at this stage it turns out that there are not enough funds to satisfy creditor claims, then the property of the company is put up for auction, due to which the remaining debt is repaid. If, after this, the creditors remained, then the further closure of the company is carried out in accordance with the bankruptcy procedure, which is regulated by the relevant law. She will be appointed only when the requirements exceed the amount of three hundred thousand rubles.
Creditor statements are satisfied in order of priority.
- First, all debts of citizens for which the company is responsible for causing harm to health or life must be repaid. This also includes compensation for non-pecuniary damage.
- Next, severance pay, wages and other payments to laid-off employees are paid.
- The third stage concerns the payment of all debts to the budget and extra-budgetary funds.
- Only in the fourth stage do they begin to satisfy the requirements of creditors. This stage, which is part of the liquidation of the company, is carried out strictly in order of priority. Each of them must be fully satisfied before moving on to the next turn. The only exception is collateral security obligations. They are satisfied at the expense of proceeds from the sold mortgaged thing.
If the company’s property for debt repayment is not enough, the remaining part is distributed among the creditors in proportion, according to the amounts of claims.
If the liquidation commission decides to refuse the creditor, he may file a lawsuit. Then, if the court makes a positive decision, then the claims will be satisfied from the sale of property, which by that time remained.
If the creditor applies after the deadlines established by law have expired, the debt can be repaid only after the issues with the other creditors are settled.
If the property was not enough, then the claims will be considered extinguished. This also applies to those points that the liquidation commission did not recognize, if after that the creditor did not file a lawsuit in court.
Final liquidation balance sheet
When all previous actions are completed, the final liquidation balance sheet is formed, approved by the founders or participants at the general meeting. This document confirms the information that all existing debts were repaid, and those that were recognized as unrealistic were written off.
In this case, the following package of documents is submitted:
- a statement in the prescribed form P16001;
- LB (in some departments they may request that the document be marked with the territorial tax authorities);
- a certificate from the Pension Fund (although this obligation has been canceled since 2011, it would be wiser to provide it in order to prevent the closure of the company from stretching over time);
- a document on the payment of the state duty (the receipt for today is 800 rubles).
The decision that the LB was drafted and approved does not need to be presented.
At the time of filing a package of documents, no tax arrears should be. This information will be requested by the registration authority. And if debts are identified, then this will become the basis for refusal. Liquidation of firms with debts of even the smallest size is not carried out.
The procedure will be greatly simplified if, after two months from the publication of the liquidation information in Vestnik, the creditor claims are satisfied, no legal proceedings will be made and a decision is made not to conduct a tax audit. Then, along with the submission of the PLB to the registration authority, you can also submit a package of documents with the LB.
Final actions
When the liquidation of jur. persons, it is automatically withdrawn from the funds. The liquidation commission submits an application for closing the account. In addition, you must transfer documents to the archive. However, few currently adhere to this rule. The provisions are, rather, of a recommendatory nature. Therefore, the registration authorities are not entitled to demand the preservation of documents.
Nevertheless, the law provides for such a norm. If the rules are violated, this entails administrative responsibility. A seal may be destroyed on its own, as a result of which a corresponding act is drawn up.
At that time, while the liquidation procedure is being carried out, all reporting should be submitted as usual. This also applies to accounting and taxes. The company’s activities are considered discontinued from the moment an entry is made to this in the register. Neither the interim or final liquidation balance sheets are considered grounds for termination of accounting and tax reporting.
Conclusion
This is the order that is necessary for the liquidation of the company. The instruction helps to avoid mistakes in this difficult question. After all, any inaccuracies or conflicts will lead to the fact that the closure will stretch for a long time. If, at each stage, the liquidation of the company is carried out correctly, the documents are drawn up according to established standards, in full and submitted on time, then there is every chance that the process will take no more than a few months.