Auto Close LLC with zero balance

It often happens that for the founders of the LLC becomes a "burden" and I want to get rid of it quickly. The liquidation of any enterprise is a long and complex process consisting of many stages. The facilitated liquidation option is the automatic closing of the LLC. In this case, it is assumed that the company should not have debts either to counterparties and funds, or for taxes.

What is zero balance?

To recognize a zero balance, a company must meet a number of criteria:

• the enterprise should not carry out commercial activities;
• expense and income should be zero;
• the absence of the arrival of any funds or property, that is, a complete lack of profit.

And the most basic criterion for automatic closure of an LLC is timely and complete reporting to all funds and the tax service.

If a legal entity meets all the criteria, then two ways of liquidation are possible:

1. Self-closing, that is, by decision of the owners.
2. Automatic closure, initiated by UFNS.

For the second closure option, all criteria must be met for 12 months. At the legislative level it has been established that if for 1 year a legal entity has not carried out any economic activity, then it is subject to exclusion from the Unified State Register of Legal Entities. As soon as the company is excluded from the register, within 3-5 days the tax authorities are obliged to notify the company management in writing about this.

Additional liquidation requirements

In addition to the automatic closure of the LLC only if three criteria are met, the company should not have any debts either to the funds and tax and other obligations, or to counterparties or employees.

It is clear that the liquidation balance sheet cannot be completely zero, since the enterprise has the initial capital that was formed at its opening.

Other options for the elimination of LLC

In addition to the automatic closure of an LLC with a zero balance, there is a voluntary option for closing an enterprise:

• through bankruptcy proceedings;
• alternative method.

The bankruptcy procedure will have to go to those legal entities that have debts to counterparties and which it cannot satisfy. Naturally, if the company has zero balance, then through bankruptcy the company cannot be closed.

An alternative method involves the reorganization or alienation of a legal entity. The first and second options are quite laborious, so it’s much easier to eliminate voluntarily.

The reasons leading to the liquidation of the enterprise

Certain circumstances may lead to automatic closure of the LLC and other liquidation procedures, of course, if this is not the decision of the owners:

• change in development strategy with unplanned deterioration of financial and economic indicators;
• all kinds of violations during the operation of the enterprise, both administrative and legal in nature, which negatively affected the activity;
• insufficient amount of assets;
• inability of founders to conduct business.

In fact, the reasons that lead to the need to close the LLC are much greater.

How to prepare for closing

In order for the tax office to automatically close the LLC as quickly as possible, you need to prepare.Even if it doesn’t succeed in automatically closing, because liquidation with a zero balance is only a right, but not an obligation of the tax service, documents will be needed for the procedure at the initiative of the owners.

Required package of documents:

• the original certificate and / or extract on state registration of a legal entity;
• original charter;
• original document confirming the assignment of an individual tax number to a legal entity;
• the original decision or contract that was drawn up by the participants of the LLC at the time of creation;
• The original statistical certificate with the assigned codes;
• originals of all notices from the funds;
• documents confirming the identity of managers, founders, chief accountant, certificates of assignment of TIN (all in copies).

Do not think that such important documents of the enterprise will be located in one place, as a rule, it takes the legal entities the most time to search for the originals of all the documentation.

It is recommended to check in all funds for payment arrears in order to be sure that the LLC does not face administrative or criminal liability.

NSF-initiated liquidation steps

At the law level, the automatic closure of an LLC occurs as follows:

• in the absence of any movement in the accounts of the tax agent, as evidenced by the accounts, the NSF makes a decision that a particular company will soon be excluded from the USRLE;
• within 3 days from the date of the decision, it is published in the "Bulletin of State Registration";
• within this period, all participants of the LLC will also be sent a notification of the decision.

Together with the decision, the newspaper publishes information about the order and terms of accepting claims, and where applications will be accepted. For the acceptance of claims from creditors 3 months are allotted. If lenders are announced during this period, you can forget about the automatic closure of the LLC. If no one has applied within 3 months, then the NSF makes an entry in the register of liquidation.

Voluntary closure of LLC

If you didn’t manage to go through the automatic closing procedure of the LLC, then a step-by-step instruction on voluntary liquidation will allow you to cope as soon as possible.

The closure of the enterprise consists of standard phased steps:

1. A general meeting of shareholders is convened at which a decision is made.
2. A notification of the decision made is sent to the NSF, with the obligatory indication of the reason - lack of finance for further activities. An application for liquidation to the tax service is drawn up in the prescribed form (С-09-4). The deadline for transmitting a notice is 3 days from the date of the adoption of the relevant decision, if this is not done, then there will be administrative liability in the form of a fine of 5 thousand rubles. In all funds, the notice is in free form.
3. LLC participants choose a trustee who will deal with the liquidation.
4. The tax service checks the documents and within 3 days makes a decision on the opening of the liquidation procedure, which notifies the shareholders of the company.
5. The "State Registration Bulletin" publishes information that a particular legal entity is being liquidated.
6. The founders form and approve the interim liquidation balance sheet and submit it to the tax.
7. The person in charge closes bank accounts.

After that, a zero balance is already being drawn up and approved. As a result, the person is expelled from the register. The legal entity is then obliged to destroy its seals and, if necessary, transfer documents to the archive.

In the ideal case, the entire procedure should take no more than 6 months, that is, in fact, twice as long if the closure were initiated by the Federal Tax Service. Some companies offer paid liquidation services as soon as possible, for 3 months.

Liquidation reporting

In the process of closing the LLC, it is necessary to draw up two liquidation balance sheets, an interim and a final one. No special forms are provided; balances are drawn up in free form. Since there are no incomes and expenses, the data on the initial assets are entered in the document:

• property available and valued by an independent expert;
• funds in current accounts in banking institutions.

The final balance agreed by the founders is sent to the Federal Tax Service for approval. Signatures of shareholders on the final balance sheet are subject to notarization. Together with the final balance, an application is submitted, a receipt on payment of the state duty, and a decision on liquidation.

Liquidation of LLC with one founder

The automatic closure of an LLC or IP by state bodies, or rather enterprises with a single participant, does not change, but if the closure is voluntary, then everything becomes much easier.

Basic closure steps are not required, namely:

• no need to assemble a meeting, but simply notify the tax authorities of their decision;
• no need to share property with anyone.

The tax rarely comes to the audit of such enterprises, because the balance is zero, and even one owner.

Possible reasons for refusal of liquidation

According to the instructions, automatic closing of the LLC is not possible if lenders have appeared.

If debts were identified already at the stage of approval of the interim balance, then the LLC is obliged to pay them off within a month, otherwise the procedure will be terminated.

The tax service may refuse to liquidate if the documents were not submitted in full, or inaccuracies were revealed in them, or they were filed with a deadline.

Dates and state duty

The step-by-step instruction for automatic closing of an LLC involves the payment of a state fee, which is only 800 rubles. However, if the procedure is stopped or even stopped, then you can’t get the money back.

The legislative deadlines for closing the enterprise are quite short. Only 5 days are allocated to tax authorities for making a decision, 3 months for balancing, division of property and search for creditors. And 5 days for a final decision and exclusion from the register. In practice, less than 6 months does not go into liquidation, but generally about 12 months.

How to check information

On the official website of the tax service, you can check the current information about any enterprise in the tab “Business risks. Check yourself and the counterparty. ” You can also get information about your partners.