Often they begin to think about liquidation when the activities of the company become impractical and expenses begin to exceed revenues. Alternative liquidation allows you to get out of this situation with the least loss. The official path is not easy. It requires both an application of effort and a lot of time spent. In addition, the tax may appoint a check, and if any defects of the founders are found, penalties await. This is why entrepreneurs are looking for other ways to close the firm.
What is the best way to close a company?
Consider how an alternative liquidation of LLC can be carried out . In this case, there will definitely not be a tax audit, the whole process will take much less time and will cost much cheaper. As a result, the enterprise will continue to function, but completely different people will be at the helm, or cease to exist. Thus, the founders with a clear conscience "will retire."
The procedure can be implemented in various ways. One of them involves the replacement of all the main persons of the company, and in other cases there is a reorganization in the form of merger of one organization to another or merger when another legal entity arises.
However, you should not think that everything is as simple as it seems at first glance. Tax authorities show increased interest in such companies. Therefore, if, for example, the activity is continued, then the company can soon expect a tax audit, which will be carried out with particular care. The risk of this event may be slightly reduced if the affiliate is located in another region.
So, there are 2 ways how an alternative elimination is carried out. They differ mainly in the fact that when the leadership changes, the company will continue its activities. At the same time, during the reorganization, it ceases to exist, and another organization becomes the assignee.
Reorganization
The necessary steps for reorganization are as follows:
- A new charter is being formed.
- The founders and management are being replaced.
- All changes are notified to the registration authority, which makes the appropriate entries in the Register.
- The balance is drawn up.
In the event of accession, one of the organizations continues its activity, becoming the assignee, and the other ceases to exist. In this case, all rights pass to the main company.
Merging means combining two or more companies into one, resulting in a new organization. If the company had no debts on taxes and fees to extra-budgetary funds, then you can not worry about the “coming” checks. At the same time, if it is proved that the merger was carried out in order to evade liability, then it may be declared unlawful, and management will have to bear either administrative or criminal liability.
Change of leadership
This method consists in selling the company to a third party. Old owners will no longer deal with it and be responsible for current affairs. However, they can always be contacted for questions regarding previous activities.
At the same time, new members first enter the company, are appointed to senior positions, and the old ones leave it, as amended by the charter of the company. In addition, the previous founder may be replaced by other participants on the basis of a court decision.
What to choose?
Alternative liquidation is more preferable than official, in the event that the company has no debts. Then you can not even doubt the chosen method and feel free to get down to business. Otherwise, the owner should be wary of subsidiary liability, that is, for obligations with his property.
Advantages and disadvantages
So, in comparison with the official, the alternative liquidation of the LLC has both pros and cons. Therefore, the choice of the best way to close the company should be made only on the basis of the particular situation.
The main advantage is that you can save a lot of time and money, as well as avoid unpleasant communication with government agencies.
But among the significant shortcomings, the fact that the high risks remain the same for the old owners is highlighted, and if violations are discovered, they can answer the law with their property.
Thus, the quick alternative liquidation of the enterprise does not mean a complete ending of the story for the entrepreneur. It can be guaranteed only by a longer and more costly official path.
Risks and consequences
Alternative liquidation of firms does not exclude the possibility of criminal prosecution if they bring to the case dummies during the procedure. But if these persons are really buyers or a real operating company, then these risks are nullified.
If during the merger the newly created company will not conduct business, which is why it is concluded that the procedure was carried out in order to avoid liability, the transaction may be invalidated on the basis of a court decision.
If the created enterprise declares itself bankrupt as a result of the reorganization, the fact of intent will be proved, the previous management may also be held liable.
These are the risks in cases where an alternative liquidation of LLC with debts was carried out .