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

The closure of an enterprise involves the passage of certain stages, the first of which is the preparation and adoption of a decision on. This is a document that highlights the intentions regarding the termination of the activities of the LLC.

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

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

Mandatory Notarization not required.

Based on the decision to start the liquidation of the LLC, notifications are filled out in the form No. and P15002. These papers are subject to mandatory notarization, as they contain information about the intention to close the company.

Who accepts and signs it?

The number of founders affects the procedure for issuing primary liquidation documents:

Availability one participant greatly simplifies the paperwork process. The main text contains information about decision with the appointment of a commission or a liquidator. The document must also include the following:
- his number;
- name of the settlement;
- the date;
- information about the owner, specifying a 100% share of ownership, as well as passport data;
- personal signature of the founder (in one person).
Protocol on the liquidation of an LLC in the event of with multiple founders more voluminous. The list of persons present must include all participants, CEO and an accountant. The document is signed by responsible persons - the chairman and the secretary, after which the signature is certified by the manager of the company. The main text in this case is accompanied by mandatory provisions:
- The reasons that served as the basis for the decision to close the company, indicating the date.
- Full name of the head, confirming compliance with the requirements of the legislation of the Russian Federation for the timely notification of regulatory authorities.
- The decision to create a liquidation commission with a listing of its members by name, headed by the chairman. This provision is supplemented by data on the transfer of powers to it in terms of the subsequent management of the liquidation procedure.
- The procedure for this procedure.
- The fact of the vote. Most often this is reflected in the "unanimous" format.
- The presence of signatures of responsible persons.

This concludes the first stage of liquidation. Further, the next package of documents is being prepared.

Submission of decision and related documentation

Within three business days from the moment the decision is made, a written notice of 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 a personal decision of the founder in one person;
notifications in the form P15001. Filling out this document is carried out in strict accordance with the requirements of tax legislation.

Options for filing documents with the Federal Tax Service:

during a personal visit;
valuable mail;
in the format electronic documents via the Internet (if there is an EDS - electronic digital signature);
through multifunctional centers (MFCs).

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.

Next steps

Receipt of documentation from the tax inspectorate confirming the registration of data on liquidation 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 on payments to social funds, the budget, on settlements with personnel, suppliers and contractors.
Repayment of debts to creditors in accordance with Art. 64 of the Tax Code of the Russian Federation sequence:
- priority payments are aimed at paying off debts to staff for wages and social benefits;
- further calculations are made with the budget and extra-budgetary funds;
- lastly, settlements with other creditors are carried out.

The step-by-step instructions for the procedure in question are analyzed in detail in the following video:

The liquidation of an LLC is a rather complicated and time-consuming process. However, if you follow certain rules, then you can close the organization on your own, without resorting to the help of third-party specialists.

Before starting this procedure, you need to know that there are alternative elimination methods. Perhaps, specifically in your case, it is easier to sell an LLC or change 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

An 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 discusses the voluntary procedure for the liquidation of an LLC.

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

Deciding on liquidation and creation of a liquidation commission.
Notice of the beginning of the liquidation of the tax service.
Publication in "Vestnik state registration» liquidation notices.
Notice of liquidation of creditors.
Notification of employees and the employment center about the upcoming dismissal.
Preparing for a possible field check from IFNS.
Preparation and submission to the IFTS of an interim liquidation balance sheet.
Settlements of the organization's debts.
Preparation of the liquidation balance sheet and distribution of LLC assets.
Submission to the IFTS of the final package of documents.

Let's look at each of the above steps 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 participants of the LLC. It must be passed unanimously and in the form minutes of the general meeting participants. If there is only one participant in the organization, then the decision to liquidate is made solely, after which a decision of the sole founder.

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

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

note Starting 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 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 following must be submitted to the IFTS at the place of registration:

notification in the form P15001 (notarized);
minutes of the meeting of participants or the decision of the sole founder.

5 working days after the submission of 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 data into the state register.

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

Free tax advice

3. Publication in the State Registration Bulletin

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

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

There are no special requirements for the execution of such notices, however, you must have evidence that the creditors were really aware. They can be registered letters with a return receipt or signatures of the persons who received the correspondence (in the case of courier delivery).

5. Notification of employees and the employment center about dismissal

Not later than 2 months before the upcoming dismissal, it is necessary to notify your employees about this fact. This must be done through 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 notification must also be submitted to the employment service authorities. For each employee, the position, profession, specialty, qualification requirements as well as wage conditions.

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).

Employees laid off will be required to pay severance pay in the amount of the average monthly salary. 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, reports can be sent to the FIU (form SZV-STAZH), FSS (form 4-FSS) and IFTS (Unified calculation of insurance premiums). These calculations must be submitted before the application is submitted.

If the liquidation process of the LLC coincided with the end of the reporting year, then first you need to submit the calculations of SZV-STAZH and 4-FSS for the past year (in general order), and then for the period from the beginning of the year until the filing of an application for the liquidation of P16001.

Note: on the latest reports to the FIU, FSS and IFTS, do not forget to put a mark on the title pages - “Termination of activities”.

Within 15 working days from the date of submission of the last reporting to the FIU, the amount of contributions (additional payments) is paid, if there was any accrual.

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

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

Do not forget about reports in the form 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 PFR and the FSS, 2-NDFL and 6-NDFL are provided for the period from the beginning of the year until 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 Federal Tax Service

After receiving a notice of liquidation of an 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 a visit from the IFTS and put things in order in cash settlements and reporting documents in advance.

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

7. Compilation and submission to the IFTS of an interim liquidation balance sheet

There are no special rules for its design, however, arbitrage practice recommends drawing up a balance sheet according to the same principles as financial statements (therefore, it is not recommended to solve this problem on your own without similar experience).

The interim balance sheet must contain:

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

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

notification in the form P15001 certified by a notary (this time, in section 2, a checkmark is placed in paragraph 2.3);

In addition, many IFTS may additionally require:

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

Within 5 working days after the receipt of the documents, 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 in the state register.

Filing a tax return

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

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

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

8. Calculations on the organization's debts

After the interim balance is approved, the liquidation commission needs to start paying off the organization's debts.

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

Citizens to whom the LLC is liable for causing moral harm or harm to life and health.
Employees for employment contract(salary and severance pay) and royalties.
Calculations on mandatory payments to the budget and extra-budgetary funds (taxes, insurance premiums, fines, etc.).
Remaining debts to other creditors.

If a Money is not enough to pay off all the debts of the LLC, then the organization must be put on public auction your property. 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 bankruptcy petition legal entity.

If, even before the start of liquidation, you know for sure that the funds and property of the LLC are not 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 on your own, it is better not to deal with it).

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

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

Note: if the assets in the final balance turn out to be more than in the intermediate one, 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 in order not to pay debts to creditors.

The final liquidation balance sheet must be approved at a general meeting of participants (by the sole founder) and an appropriate protocol (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 of the final package of documents to the tax office

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

application in the form P16001 (notarized);
protocol (decision) on approval of the final liquidation balance sheet;
receipt of payment of state duty in the amount of 800 rubles.
certificates from funds confirming the absence of debts (they are not required to be submitted, since the tax authority must independently request this data from the FIU and the FSS).

Within 5 working days after the submission of 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 in 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 liquidation procedure for an LLC with a single member, step-by-step instruction which is given below is quite simple. It is even more simplified if the company's work history is not burdened with debts to employees, creditors and the budget.

The main stages of liquidation of the company

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

preparatory;
preparation and compilation of an interim liquidation balance sheet;
preparation and compilation of the liquidation balance sheet;
final stage.

Preparatory stage of company liquidation

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

There are two options for its solution, 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 almost equivalent, but when employees are dismissed by agreement of the parties, the “parting” occurs much faster and eliminates the occurrence of labor conflicts in the process of liquidating an LLC, both with one founder and with several.

The next action 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 carry it out. A variant is possible when the director or the participant himself will be appointed 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 liquidation procedure for an LLC with one founder provides for the submission of an application in the form 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 directors) must be warned about the upcoming dismissal in two months.

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

Stage of preparation of the interim liquidation balance sheet (ILB)

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

An individual notification must be sent to all creditors, information about which is in the closing organization.

You can do this in any way: by registered mail with notice, email, 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 uninformed counterparties even after the firm is closed.

It is possible to notify all the rest of the liquidation through publication in the specialized publication "Bulletin of State Registration". Publication is paid.

Counterparties have the right to make claims against the liquidated organization. The deadline for submission must be specified in the notification, but not less than two months from the date of notification. The liquidation procedure for an LLC with one founder establishes that such a date is considered the latest of the dates: the date of publication of the notice in the media or the date of receipt from creditors of the latest confirmation of receipt by them individual notification.

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

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

Next, you need to notify the registering division of the tax authorities about the actions taken. To do this, we again draw up an application in the form P15001.

If the assets of the enterprise are not enough to pay off the claims of creditors, then the process of voluntary liquidation is terminated and the bankruptcy process begins.

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 liquidation registration will be denied.

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

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

liquidation

The actions taken must be reported to the registering division of the tax authorities by filling out an application in the form P16001 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 stating 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 for 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 the liquidation of an LLC with a single participant practically does not change depending on the choice of the method of liquidation. Each one has required condition all required documents described in the Tax and Civil Code RF. Moreover, these documents must be collected and submitted within a strictly defined period of time.

In order to liquidate an LLC with one participant, according to the law, an action should first be taken to draw up a decision to terminate the activities of the LLC.

In this decision (according to the adopted model of the decision on liquidation) the very fact of the desire of the founder 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 to liquidate, a notice is drawn up in accordance with forms No. 15001 and No. 15002. The first reports the imminent termination of the company's activities, and the second that a liquidation commission has been appointed on this issue.

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

The bankruptcy of the company begins when the creditor files an application to the arbitration court with the requirement to declare the debtor company bankrupt due to the presence and non-payment of debts. Based on this application, the court decides on the commencement of 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.

Documents must be attached to the application accounting, confirming the impossibility of payments under the assumed obligations.

If after filing statement of claim within three months from the date set by the court, the LLC does not have the opportunity to pay off creditors, and the total amount of debts exceeds statutory the limit is that in relation to such an organization, an abbreviated or full bankruptcy procedure may begin.

If the statement of claim is recognized as valid, the arbitration court must hold a meeting 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 passes under external management.

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

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

After the analysis carried out by the observers, the management of activities is carried out on the basis of bankruptcy proceedings. To do this, a temporary manager is appointed for a period of 6 months to a year.

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

Enterprise reorganization

The reorganization of an enterprise occurs when the founder needs to rebuild the management structure or to be able to get out of a crisis situation.

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

Merging your organization with others and creating a new LLC, when all property and non-property rights, as well as obligations of the companies participating in this, are transferred to the newly created structure. At the end of this process, all its members are excluded from the state register.
Willingness to merge with an existing LLC. As a result, the company is also considered liquidated.
Separation 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.
Transferring yourself as a legal entity to another type of ownership - to an individual entrepreneur or joint-stock company. As a result, the termination of activities and the transition to another form of organizational and legal form.
Separation from its structure on the basis of the separation balance sheet of the new organization. This organization receives part of the property and also has the rights and obligations of a new legal entity.

In addition to these points, there is a mixed form of the reorganization process, combining several of these options at once.

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