The closure of any company can be carried out in various ways. The procedure may be voluntary or mandatory. If the company has debts, then you have to resort to bankruptcy or alternative methods, which in most cases are illegal. Alternative liquidation of the LLC may be carried out by merger, takeover, sale, change of ownership or other means. Each option has its own characteristics, but the owners of the organization should be aware of the possible negative consequences that may be encountered when using these methods.
Process concept
Alternative liquidation of an LLC is represented by a procedure consisting in a change of business owners. Sometimes, at the same time, the company does not close, so it continues to function under the previous name. But the company has a new director, chief accountant and other officials.
The procedure can be performed in various ways, and most often business owners resort to illegal methods. Such a liquidation method is often chosen if it is necessary to liquidate a company promptly and with minimal financial losses.
An alternative liquidation of LLC with debts is usually carried out. But the former director must remember that even with the sale of the company, he still retains subsidiary liability for all debts. Most often, such liquidation involves the sale of the company or its reorganization. When performing such processes, a tax audit of the enterprise is not carried out, therefore, a minimum amount of time is spent.
Business sale
In the presence of large debts, the company most often chooses bankruptcy. Liquidation of the LLC using alternative methods allows the business owner to get rid of the unprofitable company, but at the same time he may face negative consequences of his decision in the future.
The most often chosen method of alternative liquidation, which is the sale of the enterprise. Process features include:
- the company continues to function during the sale, but it is re-registered as a new owner;
- for this, a transaction is concluded on the sale of the company or some large portion thereof;
- a company can be sold to one person or several persons;
- it is appropriate to choose this option of liquidation of the company in the absence of large debts and violations to the Federal Tax Service or other state bodies;
- the renewed enterprise continues to operate in the same or new direction;
- the advantages of choosing this method include minimizing costs and speed of implementation, since it takes 10 to 30 days to sell a company;
- the business owner can set any price for his company, but at the same time he will have to pay income tax or other type of fee depending on the chosen taxation regime;
- individuals after the sale of the company pay personal income tax in the amount of 13% of the amount received.
In the process of assessing the share of a participant in the authorized capital, nominal value or other indicators may be used.
Stages of sale
This method of liquidation of the company is legal with the competent implementation of all stages. Therefore, even a large Domodedovo airport can be eliminated in this way. Alternative liquidation of the LLC, consisting in the sale of the enterprise, is divided into the following stages:
- Initially an independent appraisal of the company is made, which allows determining the market value of the enterprise;
- search for a buyer is carried out, for which specialists of brokerage companies are usually involved or special sites on the Internet are used;
- after finding the buyer, the terms of sale of the company are negotiated;
- a contract is concluded, and the procedure is performed exclusively in the presence of a notary;
- a change of founders is carried out in the Federal Tax Service, for which the necessary documentation is preliminarily prepared;
- the seller leaves the founders;
- an extract from the register is requested, which confirms that the buyer has become the sole founder of the company.
If the company has significant debts, then finding a buyer is quite difficult, and sometimes impossible. Therefore, this method of alternative liquidation of LLC can not always be implemented.
Company reorganization
Another way to alternatively liquidate a company is to reorganize it. It may be represented in a merger or merger. In this case, an assignee is formed. The company officially stops its work, but all existing obligations will certainly pass to the new organization, which is the assignee.
The reorganization procedure is considered lengthy, therefore it takes about three months. If nominees are involved at all for its implementation, then the founders are prosecuted under Art. 173.1 of the Criminal Code.
The most commonly used merger is the exclusion of the company from the Unified State Register of Legal Entities, after which its duties and rights are transferred to another company, which is the legal successor. Such an alternative liquidation of the LLC often leads to an enlargement of the enterprise.
Joining is like a merger, but at the same time several companies can be merged into one large organization, to which not only the rights, but also the obligations of these enterprises are transferred.
Accession Features
You can use this method of liquidation even in the presence of large debts. The liquidation of the LLC by joining consists in the following features:
- only firms with the same organizational form can participate in the process;
- using this procedure, you can get rid of significant payables or improve economic performance;
- participation of several companies is allowed, but each company must make a positive decision on joining in an official way;
- it is important to inform the tax service in advance about the ongoing process;
- the society to which another organization joined, its rights and obligations pass, so the debts will have to be repaid in any case.
For many enterprises, this method of liquidation is considered the only way out except bankruptcy.
Alternative liquidation of an LLC through offshore
The legislation does not contain information on the rules for carrying out this procedure, therefore it does not have any legal status. The process can be performed independently or with the help of specialized companies offering the appropriate services. In fact, liquidation through offshore is that the entire company or any part of it is reissued to a person who is not a Russian citizen. He must be the owner of a foreign company.
The procedure is divided into the following steps:
- at a meeting of the founders, a decision is made to transfer the company to an alien;
- the decision is recorded in the protocol;
- a search is made for a new founder with whom a formal contract is concluded;
- a new charter is being prepared and submitted to the tax service;
- the new founder is registered in the register;
- past owners are removed from the founders.
The advantages of this month include the ease of liquidation of the organization, and tax audits are also prevented from checking. You can perform all the necessary steps within one month, and this procedure is legal.Often such an alternative liquidation of LLC in Moscow is carried out in relation to large organizations.
But as a new founder should be a foreign company, which is a resident of the offshore zone. The director of this company must be a foreign citizen.
Process cost
Alternative methods of liquidation of the company may require investment of different amounts of funds. If the procedure is carried out by the direct founders, then about 5 thousand rubles are spent.
If specialized companies are involved in the procedure that offer services for the prompt and legal liquidation of an organization with debts, then 20 to 50 thousand rubles are spent.
Pros of Alternative Elimination
The use of alternative liquidation of any enterprise has positive and negative sides. The benefits of the procedure include:
- liquidation is carried out in a short time;
- Numerous and complex inspections by tax officials are prevented;
- it is not required to publish information on the closure of the enterprise in open sources;
- no need to send creditors notifications that the company has been transferred to other persons;
- the founders do not need to communicate with representatives of various state organizations;
- for the liquidation of the enterprise is not required to invest a large amount of money.
Due to such advantages, entrepreneurs often resort to these methods to liquidate their companies.
Minuses
The disadvantages of this procedure include the fact that close attention can be expected from government officials. This is due to the fact that alternative liquidation is often used by unscrupulous entrepreneurs who wish to evade responsibility for paying off their debt obligations. If this fact is discovered by the tax authorities, they may invalidate the transaction.
If entrepreneurs manage their companies without violating the requirements of the law, then for them the choice of the above methods for the liquidation of the company is considered a reasonable decision.
Effects
Alternative liquidation of the LLC in 2017 was carried out by the same methods as in 2019. But at the same time, over the course of two years, certain changes were introduced into the legislation, which toughened the punishment for businessmen trying to avoid responsibility by various means.
The negative consequences of using alternative methods include:
- if leaders are replaced with the participation of dummy citizens, then the founders may be prosecuted;
- if various violations committed during the liquidation of the organization are revealed, the company will be returned to the previous owner;
- conducting additional inspections by the tax office.
The positive consequences of the process include the ease and speed of its implementation. In addition, the previous owner can get rid of the need for self-repayment of debts, as obligations pass to the assignee.
Conclusion
Alternative liquidation of LLC can be carried out in various ways. Sometimes they are completely illegal, so their use can lead to negative consequences for the business owner.
These methods of closing a company have both pluses and minuses. Before using them, you should make sure that there are no violations of the law, otherwise the transaction may be invalidated.