Detailed (step-by-step) instructions for the liquidation of an LLC with a single participant. Closure of an LLC with one founder How to close a company with a single founder

Closing an enterprise involves going through certain stages, the first of which is drawing up and making a decision on. This is a document that highlights the intentions to terminate the activities of the LLC.

Depending on the nature of the proposed procedure, a decision can be made:

  • the only participant in voluntary liquidation (if there are several founders, a protocol is drawn up at the general meeting);
  • other interested structures, including state. authorities, in the case of a compulsory procedure.

Mandatory certification by a notary is not provided.

Based on the decision to start the liquidation of the LLC, notifications are filled out in the form No. and R15002. These papers are required to be notarized, as they contain information about the intention to close the company.

Who accepts and signs it?

The order of execution of primary liquidation documents is affected by the number of founders:

  • Availability one participant greatly simplifies the process of drafting paper. The main text contains information about the decision taken with the appointment of a commission or a liquidator. The document also necessarily reflects the following parameters:
    • his number;
    • the name of the settlement;
    • date;
    • information about the owner, specifying a 100% share of the property, as well as passport data;
    • personal signature of the founder (in one person).
  • LLC liquidation protocol in case with several founders more volume. The list of persons present must include all participants, the CEO and the accountant. The document is signed by the responsible persons - the chairman and the secretary, after which the signatures are certified by the manager of the company. The main text in this case is accompanied by the mandatory provisions:
    • The reasons for the decision to close the firm, with the date.
    • Full name of the head, confirming compliance with the requirements of the legislation of the Russian Federation on timely notification of the controlling authorities.
    • The decision to create a liquidation commission with a roll-call listing of its composition, headed by the chairman. This provision is supplemented by data on the transfer of powers to her in terms of the subsequent management of the liquidation procedure.
    • The order of this procedure.
    • The fact of voting. This is most often reflected in a “unanimous” format.
    • Signatures of responsible persons.

This concludes the first phase of liquidation. Next, the next package of documents is being prepared.

Submission of the solution and related documentation

Within three working days from the moment the decision is made, a written message about this fact is provided to the IFTS.

A package of documents is selected for the tax office, consisting of:

  • minutes of the general meeting of participants or personal decisions of the founder in one person;
  • form R15001 notifications. This document is filled out in strict accordance with the requirements of tax legislation.

Options for filing documents with the Federal Tax Service:

  • with a personal visit;
  • valuable postage;
  • in the format of electronic documents via the Internet (in the presence of an EDS - electronic digital signature);
  • through multifunctional centers (MFC).

The application is submitted either by the liquidator (chairman of the liquidation commission), or by a person acting on his behalf on the basis of a power of attorney certified by a notary.

Subsequent stages

Receipt from the tax inspectorate of documentation confirming the registration of liquidation data in the Unified State Register of Legal Entities serves as the beginning of the following stages of the procedure:

  • Publication in the media by submitting a notice to the State Registration Bulletin. The text of the publication highlights the detailed details of the company: name with legal address, TIN, KPP,. At the same time, the number and date of the decision to close the company, the contact details of the liquidator, the procedure and period of interaction with creditors (at least two months) are indicated.
  • Work with accounts payable for payments to social funds, budget, settlements with personnel, suppliers and contractors.
  • Repayment of debts to creditors in accordance with Art. 64 of the Tax Code of the Russian Federation of priority:
    • priority payments are aimed at paying off debts to personnel for wages and social benefits;
    • further settlements are made with the budget and extra-budgetary funds;
    • settlements with other creditors are carried out last.

The step-by-step instructions for the procedure under consideration are detailed in the following video:

Liquidation of an LLC is a rather complicated and time-consuming process. However, if you adhere to certain rules, then you can close the organization yourself, without resorting to the help of third-party specialists.

Before starting this procedure, you need to know that there are alternative methods of liquidation. Perhaps, specifically in your case, it is easier to sell an LLC or change the composition of its founders. In such a situation, the organization will continue to exist, but without your participation.

Step-by-step instructions for liquidating an LLC in 2019

The organization can be liquidated voluntarily or by a court decision (all cases are listed in article 61 of the Civil Code of the Russian Federation). This article describes the voluntary procedure for the liquidation of an LLC.

The process of voluntary liquidation of an LLC consists of the following stages:

  1. Decision-making on liquidation and creation of a liquidation commission.
  2. Notification of the beginning of the liquidation of the tax service.
  3. Publication in "Bulletin of state registration" liquidation notices.
  4. Notification of the fact of liquidation of creditors.
  5. Notification of employees and the employment center about the upcoming dismissal.
  6. Preparing for a possible on-site inspection from the IFTS.
  7. Compilation and submission to the IFTS of the interim liquidation balance sheet.
  8. Calculations for the organization's debts.
  9. Preparation of liquidation balance sheet and distribution of LLC assets.
  10. Submission to the IFTS of the final package of documents.

Let's consider each of the above stages in more detail:

1. Making a decision on liquidation and creating a liquidation commission

The decision on liquidation is made at the general meeting of the LLC participants. It must be adopted unanimously and formalized in the form minutes of the general meeting participants. If there is only one participant in the organization, then the decision on liquidation is made alone, after which a sole founder's decision.

It is worth noting that the commission may consist of only one person - the liquidator. The passport details of each member of the commission must be included in the decision (protocol) on liquidation.

The commission or liquidator is vested with all the powers to manage the affairs of the company. They represent the organization in court and are responsible for all actions taken at the stage of liquidation (Article 62 of the Civil Code of the Russian Federation).

notestarting from March 30, 2015, the functions of the applicant in the liquidation process must be performed by the head of the commission or the liquidator (previously one of the founders or participants of the LLC had to submit the documents).

2. Notification of the tax service and funds about the beginning of the liquidation of the LLC

Within 3 working days after the decision (protocol) on liquidation is made, the IFTS at the place of registration must submit:

  • notification in the form of Р15001 (notarized);
  • minutes of the meeting of participants or the decision of the sole founder.

5 working days after the submission of the documents, the tax inspectorate must make an entry in the Unified State Register of Legal Entities that the LLC is in the process of liquidation and give you a copy of the sheet confirming the entry of the data into the state register.

note, funds (PFR and FSS) no longer need to notify about the closure of an LLC. This information should be provided to them by the tax office. True, in our country anything can happen, so it is better to clarify this moment with the IFTS at the place of registration.

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3. Publication in the "Bulletin of State Registration"

It is impossible to liquidate an organization with debts to counterparties without settling relations with them, therefore, the liquidation commission must publish in the media a message about the planned termination of the LLC.

The publication in which such information is published is "Bulletin of state registration"... You can place a notice of liquidation through a special form on the official website of the journal.

4. Notice of closure of LLC creditors

Besides publishing in "Vestnik" it is necessary to notify your creditors in writing about the beginning of the liquidation procedure, as well as tell about the procedure and terms for making claims and claims on their part (this period should be at least 2 months).

There are no special requirements for issuing such notifications, however, you should have evidence that the creditors were really informed. They can be registered letters with acknowledgment of receipt or signatures of persons who received correspondence (in the case of courier delivery).

5. Notification of employees and the employment center about dismissal

No later than 2 months before the upcoming dismissal, you must notify your employees about this fact. This must be done by means of a special written notice with a note that the dismissal occurs at the initiative of the employer in connection with the termination of the organization.

Written notice must also be provided to the employment authorities. For each employee, the position, profession, specialty, qualification requirements, as well as terms of remuneration are indicated.

The employment center is notified 2 months before the dismissal or 3 months if the dismissal is massive (depending on the region and the specifics of the activity, but, as a rule, from 15 people or more).

The dismissed workers will need to pay severance pay in the amount of the average monthly earnings. They also retain the right to receive a salary for the period of employment (but not more than 2 months from the date of dismissal).

Employee reporting

After the employees are dismissed and a full settlement has been made with them, you can send reports to the Pension Fund of the Russian Federation (form SZV-STAZH), FSS (form 4-FSS) and IFTS (Unified calculation of insurance premiums). These calculations must be submitted before submitting an application.

If the process of liquidation of an LLC coincided with the end of the reporting year, then first you need to pass the calculations of SZV-STAZH and 4-FSS for the past year (in the general order), and then for the period from the beginning of the year to the filing of an application for liquidation Р16001.

Note: on the latest reports to the Pension Fund of the Russian Federation, the FSS and the Inspectorate of the Federal Tax Service, do not forget to put a mark on the title pages - “Termination of activity”.

Within 15 working days, from the date of submission of the last reporting to the Pension Fund of the Russian Federation, the amount of contributions (additional payments) is paid, if they were accrued.

In addition, since April 2016, a new monthly report was introduced to the Pension Fund for employers in the SZV-M form. This report must be submitted no later than the 15th day of the next month.

For a company in the process of liquidation, in the absence of employees, a zero SZV-M, signed by the liquidator, is surrendered.

Do not forget about reports in the form of 2-NDFL and 6-NDFL. The termination of the company's activities does not relieve the duties of a tax agent. Similarly, reporting to the Pension Fund and the FSS, 2-NDFL and 6-NDFL are provided for the period from the beginning of the year to the termination of activities, and if the reporting year has ended, then also for the past period.

6. Preparation for a possible on-site inspection from the IFTS

After receiving notification of the liquidation of the LLC, the tax authorities have the right (but not the obligation) to conduct an on-site audit. Moreover, they can do this regardless of when and for what reason the previous check was carried out.

In practice, the tax inspectorate does not always carry out this procedure, and, as a rule, zero companies do not check at all. However, in any case, it is better to prepare for the visit from the IFTS and put things in order in cash settlements and accounting documents in advance.

If the decision on the on-site inspection has already been made, then it is possible to proceed to the next stage of liquidation only after the end of the inspection and the settlement of all issues that arose during its conduct.

7. Drawing up and submission to the IFTS of the interim liquidation balance sheet

There are no special rules for its execution, however, judicial practice recommends compiling a balance sheet according to the same principles as accounting statements (therefore, it is not recommended to independently solve this problem without having similar experience).

The interim balance sheet must contain:

  • information about the property of the organization;
  • information on the claims made by creditors;
  • results of consideration of creditors' claims.

After the document is drawn up, it must be approved at the meeting of the founders (the sole founder) and draw up the corresponding protocol (decision).

  • notification in the form of Р15001 certified by a notary (this time, in section 2, a tick is put in clause 2.3);

In addition, many IFTS may additionally require:

  • protocol (decision) on approval of the interim liquidation balance sheet;
  • documents confirming publication in "Vestnik".

Within 5 working days after the documents are accepted, the tax inspectorate must enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry into the state register.

Submitting a tax return

Together with the interim liquidation balance sheet, you can submit a tax return, but on the condition that after drawing up the balance sheet, the organization no longer plans to conduct taxable transactions. If such operations are possible, submit the declaration with the liquidation balance sheet.

For LLCs being liquidated, the last reporting year is the period from January 1 to the date of making an entry on liquidation in the USRLE. All reporting on the company must be submitted no later than the date of the entry on the liquidation of the organization.

Tax returns are filed in accordance with the selected taxation system, read more on this page.

8. Calculations for the organization's debts

After the interim balance sheet is approved, the liquidation commission needs to start calculating on the debts of the organization.

According to Art. 64 of the Civil Code of the Russian Federation, debts must be paid in the following order:

  1. Citizens to whom the LLC is responsible for causing moral harm or harm to life and health.
  2. Employees under an employment contract (salary and severance pay) and on payment of royalties.
  3. Calculations for mandatory payments to the budget and off-budget funds (taxes, insurance premiums, fines, etc.).
  4. Remaining debts to other creditors.

If the funds are not enough to pay off all the debts of the LLC, then the organization must put up its property for public auction. If in this case the proceeds received from the sale do not cover all the debts of the company, then the liquidation commission will have to apply to the arbitration court with a petition for bankruptcy of the legal entity.

If, even before the start of liquidation, you know for sure that the funds and property of the LLC will not be enough to pay off all existing debts, then it is better to immediately contact bankruptcy specialists (since there are many nuances in carrying out this procedure, it is better not to deal with it yourself).

9. Preparation of the liquidation balance sheet and distribution of LLC assets

As soon as all debts to counterparties, employees and the state are paid off, the liquidation commission must be drawn up final liquidation balance sheet, containing information about those assets of the firm that remained and should be distributed among the participants.

Note: if the assets in the final balance sheet turn out to be more than in the interim, then the tax office may ask for clarification and even refuse to liquidate. This is done in order to identify unscrupulous liquidators who temporarily withdraw their assets from the LLC so as not to pay debts to creditors.

The final liquidation balance sheet must be approved at the general meeting of participants (the sole founder) and the corresponding minutes (decision) on approval must be drawn up.

Only after that, the assets remaining after settlements with creditors can be distributed among the founders (participants) in accordance with their shares in the authorized capital of the organization.

10. Submission to the tax office of the final package of documents

After passing all the above stages, you must submit the final package of documents to the IFTS:

  • application in the form of Р16001 (notarized);
  • protocol (decision) on approval of the final liquidation balance sheet;
  • receipt of payment of the state duty in the amount of 800 rubles.
  • certificates from the funds confirming the absence of debts (it is not necessary to submit them, since the tax office must independently request this data from the FIU and the FSS).

Within 5 working days after the submission of the documents, the tax inspectorate will liquidate the LLC, enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry into the state register.

After that, all that remains is to close the bank account, destroy the seal in a specialized organization and hand over the remaining documents of the liquidated company to the archive.

In the event that the company has fulfilled its purpose and is no longer needed, it is advisable to close it. The procedure for liquidating an LLC with a single participant, the step-by-step instructions for which are given below, is quite simple. It is even more simplified if the work history of the company is not burdened with debts to employees, creditors and the budget.

The main stages of liquidation of a company

There are 4 major stages of the liquidation process. It:

  • preparatory;
  • preparation and drawing up of an interim liquidation balance sheet;
  • preparation and preparation of the liquidation balance sheet;
  • the final stage.

Preparatory stage for liquidation of the company

If by the time the only member of the LLC is thinking about the need to liquidate it, employees are still working in the organization, then the first step is to resolve the issue of their dismissal.

There are two options for solving it, provided for by the Labor Code of the Russian Federation:

  • dismissal of employees in connection with the liquidation of the company;
  • dismissal of employees by agreement of the parties.

In terms of the financial burden on the enterprise, both of these options are practically equivalent, but when employees are dismissed by agreement of the parties, the separation is much faster and eliminates the occurrence of labor conflicts in the process of liquidating an LLC with one or several founders.

The next step of the preparatory stage will be the publication of the decision of the sole participant to close the company and the appointment of the one who will conduct it. It is possible that the director or the participant himself will be appointed as the liquidator. From this moment on, the powers of the director are considered terminated.

It is necessary to notify the registering division of the tax inspectorate about the decision taken within three days.

In this case, the procedure for the liquidation of an LLC with one founder provides for the submission of an application in the form of P15001, signed by the liquidator (chairman of the liquidation commission) and notarized, and the original of the decision itself.

If employees do not agree to dismissal by agreement of the parties, then after the decision to close the company is issued, they (including the director) must be warned of the impending dismissal in two months.

The result of the preparatory stage will be the entry into the Unified State Register of Legal Entities that the company is in the process of liquidation.

The stage of preparation of the interim liquidation balance sheet (LB)

The second stage includes notifying all interested parties about the upcoming closure, collecting information about all assets and debts of the enterprise and including them in the LPB.

An individual notification must be sent to all creditors whose information is available in the closing organization.

This can be done in any way: by registered mail with notification, e-mail, deliver on purpose, etc. But clear evidence must be obtained that the creditor has been notified of the decision. Otherwise, there is a risk of litigation with unannounced counterparties even after the closure of the company.

All others can be notified of the liquidation through publication in the specialized publication "State Registration Bulletin". The publication is paid.

Counterparties have the right to present claims against the liquidated organization. The term of presentation must be indicated in the notification, but not less than two months from the date of notification. The procedure for the liquidation of an LLC with one founder establishes that such a date is considered the latest date: the date of publication of the notice in the media or the date of receipt from creditors of the most recent confirmation of their receipt of an individual notice.

The tax inspectorate, which, moreover, has the right to conduct a documentary check, can also present its requirements. In this step-by-step instruction on the liquidation of an LLC with one founder, we strongly recommend that during the second stage, reconcile with the controllers, pay the arrears and return the overpayment to the current account.

After the expiration of the period for filing claims by creditors, it is necessary to draw up a list of all persons claiming to repay debts. The total amount of these and other debts, as well as all known assets, is included in the LBP. The PLB is approved by the decision of the owner and submitted to the tax office.

Next, you need to notify the registering department of the tax authorities about the actions taken. To do this, we re-issue the application in the form of Р15001.

If the assets of the enterprise are insufficient to meet the claims of creditors, then the voluntary liquidation process is terminated and the bankruptcy process begins.

The stage of preparation of the liquidation balance sheet (LB)

By the time it is drawn up, the liquidating company should not have employees and creditors. Otherwise, the liquidation procedure for an LLC with one founder will be violated, and registration of liquidation will be refused.

An obligatory moment is the transfer to the archival body of documents concerning former employees: personnel, "salary", etc.

The assets remaining from the payment of debts are distributed in favor of the participant or written off. Final reporting is compiled and submitted to the IFTS, PF and FSS. The LB is drawn up and approved by the decision of the participant. It must also be submitted to the supervisory authority.

Liquidation

The actions taken must be reported to the registering subdivision of the tax authorities by filling out an application in the P16001 form and paying the state duty.

As a result of the correct implementation of the steps to liquidate an LLC with a single participant, the step-by-step instructions of which are set out above, an entry should appear in the Unified State Register of Legal Entities that the company no longer exists.

The liquidation procedure of an LLC where the sole founder acts as a legal entity is a little easier than in cases where there are several founders.

This is explained by the fact that there is no need to hold meetings with lengthy discussions to obtain consent to conduct this process.

When liquidating an LLC with a single participant, the step-by-step instructions depend on the chosen method of going through this procedure - voluntarily, through reorganization or through bankruptcy proceedings. The decision to choose any of these methods is made by the founder based on the presence or absence of debts, as well as taking into account the violations committed in the course of the organization's activities.

The procedure for liquidating an LLC with a single participant practically does not change depending on the choice of liquidation method. Each has a prerequisite for the preparation of all the necessary documents described in the Tax and Civil Code of the Russian Federation. Moreover, these documents must be collected and submitted within a strictly defined legal period.

For the liquidation of an LLC with one participant, according to the legislation, an action should initially be taken to draw up a decision on the termination of the LLC.

In this resolution (according to the adopted model of the decision on liquidation), the very fact of the founder's desire to liquidate the company should be reflected.

The names of several or one member of the liquidation commission must be indicated.

The document is not notarized, but the signature of the founder must be present. By law, it is possible to appoint the founder himself as the sole liquidator of the LLC.

Based on the decision on liquidation, a notification is drawn up in accordance with Forms No. 15001 and No. 15002. The first one informs about the imminent termination of the company's activities, and the second says that a liquidation commission has been appointed on this issue.

With a voluntary liquidation procedure, it is not so difficult and time-consuming to carry out the entire process as in the case of a bankruptcy organization.

The bankruptcy of a company begins when the creditor submits an application to the arbitration court with the requirement to declare the debtor company bankrupt due to the presence and non-payment of debts. On the basis of this application, the court decides to start bankruptcy proceedings.

The same start to this process can be made by the founder himself, by filing an application with a request to declare him bankrupt.

The application must be accompanied by accounting documents confirming the impossibility of payments on the assumed obligations.

If, after filing a statement of claim within three months from the date set by the court, the LLC is unable to pay off creditors, and the total amount of debts exceeds the limit established by law, then a shortened or full bankruptcy procedure may begin in relation to such an organization.

If the statement of claim is recognized as valid in the arbitration court, a meeting must be held within a period of not more than one month, at which a decision will be made to monitor the activities of the LLC.

Company management during liquidation

The management of the company during this period of liquidation is transferred to external management.

A specially appointed group of observers will monitor the activities of the organization for a certain period (on average, about six months).

The main goal of observers will be to determine the reality or fictitiousness of bankruptcy. As a result, based on observation, a decision will be made to declare the company bankrupt or not.

After the analysis carried out by the observers, the activities are managed on the basis of bankruptcy proceedings. For this, an interim manager is appointed for a period of 6 months to a year.

The main purpose of his work is to satisfy all claims. The main ones are the repayment of debts to creditors and the payment of taxes to the state. For these purposes, the property of the debtor company is being sold. Those debt obligations that have not been fulfilled during this time are recognized as written off from the debtor.

Enterprise reorganization

Reorganization of an enterprise occurs when the founder has a need to rebuild the management structure or to get out of a crisis situation.

The beginning of the reorganization actions, as in other aspects, is the filing of an application with the tax authorities with a request for permission to take actions on:

  1. The merger of your organization with others and the creation of a new LLC, when all property and non-property rights and obligations of the companies participating in this transfer to the newly created structure. At the end of this process, all of its members are excluded from the state register.
  2. Willingness to merge with an existing LLC. As a result, the company is also considered liquidated.
  3. Dividing your own company into two or more smaller ones. At the same time, new legal entities are formed according to the number of newly created companies.
  4. Transfer yourself as a legal entity to another type of property - an individual entrepreneur or JSC. As a result, the termination of activities and the transition to another form of organizational and legal form.
  5. Separation of a new organization from its structure on the basis of the separation balance sheet. This organization receives part of the property and also has the rights and obligations of a new legal entity.

In addition to these moments, there is a mixed form of the reorganization process that combines several of these options at once.

 

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