LLC is considered a demanded organizational form of activity. A company can be opened by one person or several founders. They are liable for obligations only by funds invested in the authorized capital. Companies have the ability to work on different taxation regimes. In this case, there is often a need to eliminate LLC. The process can be performed voluntarily or forcibly. In the latter case, the company usually has significant debts, so bankruptcy proceedings are required. In any case, you should understand how this process is performed.
Legislative regulation
The closure of any company should be subject to numerous regulations. If the requirements of the law are violated, the founders may be held liable, and may also be denied the official closure of the company. Upon liquidation of the LLC, the provisions of the documents are taken into account:
- Federal Law No. 14;
- Federal Law No. 129;
- Art. 92 Civil Code.
All of these regulatory documents describe the basic rules for closing a company. The process can be carried out voluntarily by business owners or forced lenders.
What are the reasons for closing a society?
The need for this process may arise for various reasons. Typically, the liquidation of an LLC is due to:
- in the process, the company receives only losses;
- in court, an enterprise is declared bankrupt, as it cannot be liable for its obligations;
- taxes or various duties are not paid for a long time;
- the enterprise is engaged in work that contradicts the basic requirements of the law;
- the company operates in an area where a license is required, but it has not been pre-registered;
- For a long time, the company submits zero reporting, which indicates a lack of activity;
- gross violations were established during the registration of the LLC;
- authorized capital does not reach 10 thousand rubles in size. which is below the established minimum, therefore, such a company does not have the right to operate in the market;
- the company opened for a certain period of time that has expired;
- achievement of the goal set at the opening of the enterprise.
Thus, the company can be closed for various reasons, even by the founders themselves.
Who can be the initiator?
The liquidation of a company can begin by different companies, government agencies or even private individuals. Therefore, the initiator for the liquidation of the LLC may be:
- direct founders who decide on the feasibility of closing the company for various reasons;
- the judiciary, and a court order is issued if the firm cannot cope with its obligations;
- creditors who did not receive their funds from the company.
The legal basis for initiating the liquidation procedure is either a decision of the founders or a court order.
Liquidation process
Often, the founders themselves understand that the further functioning of the company is impractical. For example, the company does not receive sufficient profit or there are other problems in the work. The goal of opening an enterprise can be achieved at all.
Under such conditions, it is important to understand the instructions for the liquidation of LLC, so as not to violate the laws of the Russian Federation. The procedure is performed in successive stages, and none of them can be skipped.
Decision-making
Initially, a board of founders gathers to raise the question of the need to close the company. All members of the meeting must agree to the liquidation of the company. Further actions are performed:
- a decision is made on the liquidation of the LLC, which is competently executed;
- specialists who will be included in the liquidation commission are selected;
- the chairman of this commission is appointed, who will then independently resolve all issues related to the closure of the company, so he does not need to draw up a power of attorney;
- Further, the head of the enterprise must contact the Federal Tax Service within 3 days with the minutes of the meeting, a decision and a notification in the form P15001, certified by a notary in advance.
If the deadlines for notification of the Federal Tax Service are violated, then a fine of 5 thousand rubles will be imposed. Based on the transferred documents, a record is made in the USRLE that a particular company is undergoing liquidation. After that, it is not allowed to make any adjustments to the constituent documentation of the company. Also, it will not be possible to open a new branch or perform similar actions.
A sample decision on the liquidation of LLC can be found below.
Publication of company closure information
The next step is to post information on the liquidation of the company in print. It is called the Bulletin of State Registration. Without this stage, the correct procedure for the liquidation of the LLC will not be performed.
The information in this source should contain information about the period during which the company will be closed, as well as how lenders can declare their claims. The main purpose of the publication is to notify creditors that they can recover their funds from the enterprise being closed.
After the release of the material, two months are given to all creditors to present claims. The terms may increase with a significant number of creditors or controversial situations.
Search for lenders
The liquidation commission is engaged in this process. A step-by-step instruction on the liquidation of an LLC in 2018 includes the need to find all creditors who are further notified of the closure of the enterprise.
Each creditor is required to receive written confirmation of the notice.
Field inspection by tax inspectors
The Federal Tax Service does not check all companies, so this step may be skipped by some enterprises.
In the process of studying the company, all funds transferred to the budget are compared with real data. The correctness of filling in various reports and documents is checked. Debts to the budget are revealed.
Submission of information on the liquidation balance sheet
As soon as the deadline indicated in the publishing house expires, information on the liquidation balance sheet is drawn up on the basis of the stated claims of the creditors. The document must certainly contain information:
- information on all property belonging to the enterprise;
- full amount of debt issued by lenders;
- results of the studied applications from creditors.
There is no strictly established form of this document, therefore it is usually formed in the same form as the accounting report, but additional information is added to it.
Repayment of obligations
The next stage involves the repayment of existing debts. The liquidation instruction of LLC includes the following actions at this stage:
- priority is identified, on the basis of which all existing obligations to creditors will be repaid;
- funds must be paid to employees of the enterprise who have not yet been paid the due salary, counterparties, founders and government agencies;
- debts to citizens who need to compensate for the damage done to their life or health are initially repaid;
- secondly, the company's employees are included, and then debts to the state are paid off;
- lenders represented by counterparties receive their funds last.
If the company does not have enough cash, then its property is sold.
Formation and delivery of liquidation balance sheet
It is compiled only by qualified accountants included in the liquidation commission. It certainly contains information:
- results of bankruptcy proceedings;
- results of operations to sell the assets of the company;
- information about whether the debts of the company have been fully repaid;
- indicates the amount of uncovered debt, if any.
LLC liquidation balance sheet is a significant document, as it is sent to the Federal Tax Service for verification. Its main goal is the calculation of all losses. Additionally, it monitors the dynamics of the state of the assets of the company from the day that this balance is formed.
Transfer of information to the Federal Tax Service on the completion of the liquidation of the company
Be sure to notify the tax office of the repayment of all debts. For this, the documentation is transferred to the department of the Federal Tax Service:
- competently drawn up liquidation balance sheet;
- an application formed in the form of No. 16001;
- the decision taken at the meeting of shareholders and competently drawn up;
- receipt of payment of duty;
- a certificate received from the PF and confirming the absence of debt to this fund.
Based on the received documentation, an appropriate entry is made in the Unified State Register of Legal Entities on the termination of work of a particular organization. On this step-by-step instructions for the elimination of LLC is considered complete. The liquidation commission must submit to the archive all the remaining documents.
How to close a company with one founder?
Often a society is formed by only one person. Voluntary liquidation of an LLC with one founder is carried out in the same manner as in the case of several owners of the company.
No meeting is required for this. The decision is made by one person on the liquidation of the LLC. A sample of this document is located below.
Additionally, the owner of the company determines the characteristics of the process of closing the company. Based on the Federal Law No. 14, the liquidation commission and the chairman are appointed by the founder. He must make decisions only in writing. Even if there is only one founder, it is required to competently observe the deadlines established by law.
Duration and cost of the process
The closing time of a company can be different, since it is influenced by different parameters. But it is necessary to focus on the time frame established by law. Therefore, the terms are taken into account:
- as soon as a decision is made to close the company, it is necessary to notify the Federal Tax Service about it within three days;
- after the information on the liquidation of the enterprise arrives at the publisher, you must wait no more than two months until all creditors have submitted claims;
- documentation on the removal of the company from the register by the Federal Tax Service employees is considered within five days.
On average, the process takes about three months, but for various reasons it can increase if there are good reasons. The closing price of the company is represented by the state duty, the size of which is 800 rubles. No additional funds are usually paid.
If, for any reason, errors were found in the documents submitted for closing the company to the Federal Tax Service, the amount paid will not be returned to the management of the company, therefore, upon subsequent submission of the documentation, you will have to pay the state fee again.
What to do after making an entry in the register?
As soon as the necessary documentation is handed over to the Federal Tax Service, a record of the closure of the enterprise will be made to the Unified State Register of Legal Entities. After the liquidation of the LLC, the liquidation commission must additionally perform some actions:
- Closing a current account. To do this, you need to visit the bank branch where the account was opened in order to write a statement to close it. At the same time, a copy of the certificate containing information that the company was expelled from the Unified State Register of Legal Entities should be transferred to the employees of the institution. The account closure must be notified to the FTS and funds on the basis of Art. 859 Civil Code.
- Submission of documents to the archive. The need for this procedure is due to the Federal Law No. 125. The Regulation No. 03-33 / ps indicates which documentation should be transferred to storage.
- Destruction of the seal. It is important to carry out the process in such a way that it is impossible to use this subject after it.
Once all these actions are completed, it is officially considered that the company is closed.
Bankruptcy liquidation nuances
If the company is unable to cope with its obligations within three months, while the debts exceed the amount of 100 thousand rubles, then it can be declared bankrupt. In this case, it is forced to close.
For this, a bankruptcy process is carried out. As part of it, reorganization or external management can be used. These procedures are aimed at restoring the solvency of the debtor and improving its financial condition. If the processes do not give the desired result, then bankruptcy proceedings begin, on the basis of which all the assets of the company are sold. The funds received are intended to pay off debts.
Thus, the liquidation of an LLC is a complex and lengthy process that can be carried out independently by the founders of the company or forcedly on the basis of poor financial condition. The procedure is performed in a certain sequence of actions. If for various reasons it is required for the founders to close the company, then they must know what operations must be performed for these purposes. At the same time, the requirements of the legislation for the generated documents, the timing of the implementation of various stages and other nuances are taken into account.