Entrepreneurs today are forced to make many managerial decisions that directly affect the continued functioning of their company. Organizations must be created and liquidated in accordance with a number of requirements of the law. It is important to navigate them very well. This will help the entrepreneur to stay in the legal field. So, what are the grounds for voluntary liquidation of a legal entity? How should it be implemented? What documents will be required for the operation in question? What are the risks for the entrepreneur? All these and some other issues will be discussed in detail in this article. Be extremely careful.
Process features
It is known that the process of liquidation of an enterprise can be carried out both voluntarily and forcefully. How is the voluntary liquidation of a limited liability organization? The decision on its implementation should be made solely by the founders of a particular company. If it is a question of forced liquidation, then either the persons interested in this process or the state are engaged in the corresponding task. As a rule, the mechanism of its implementation involves the initiation of a trial.
What could be the reasons for the voluntary liquidation of the organization to begin? Among them are the following:
- achievement of all previously set goals for the operation of a particular enterprise;
- unprofitable functioning of the organization (or its unprofitability);
- a state of impasse (the absence of operations that are conducted by the company for a long time);
- the owner completely loses interest in a certain type of business activity;
- the expiration of the amount of time that was allocated for the existence of a particular enterprise.
In order to avoid punishment from the relevant authorities, it is important to know the procedure for voluntary liquidation of the LLC and to do everything in the right way. This instruction will help you.
List of documents
What documents are needed for voluntary liquidation of the organization to be carried out?
- Charter of a limited liability organization.
- Seal of a limited liability company.
- Certificate of registration of the enterprise.
- A document reflecting the statistics of the company.
- An agreement drawn up by the founders on the fact of creating a liquidated enterprise.
- Notification of registration from the Pension Fund of the Russian Federation and from the Social Insurance Fund.
- Copies of documents (namely passports and certificates confirming the fact of obtaining an identification tax number) of the general director, chief accountant, as well as all members of the liquidation commission.
- Certificate confirming the fact of registration of the enterprise with the tax authority.
- Extract from the Unified State Register of Legal Entities of the Russian Federation.
- The minutes of the general meeting at which the liquidation issues were discussed, as well as the process of electing the liquidation commission.
What is liquidation?
Voluntary liquidation of an LLC in its essence means the voluntary termination of a specific legal entity. Moreover, this action should not be carried out in order to cause harm to any other person.
Voluntary liquidation of the organization provides for the liquidation commission the following actions:
- Identify lenders for a particular company.
- Offer creditors to independently indicate their conditions for debt recovery.
- To compile a liquidation balance sheet that clearly reflects the current property status of a particular legal entity (liquidation object), as well as all data on its settlements with creditors.
- Determine the order of liquidation.
Voluntary liquidation of enterprises can be of the following types:
- With one founder.
- Voluntary
- With two founders.
- Through joining.
- With zero balance.
First stage
The procedure for voluntary liquidation of an LLC is determined by the current legislation of the Russian Federation.
All members of the company must make a general decision at the meeting of the founders (if the founder is one, his sole decision is enough). The process clarifies issues that relate to the determination of the liquidation commission, the timing and specific procedure for the liquidation of the enterprise.
Once the liquidators are appointed, they receive all the powers that relate to the management of any type of activity of the company. When making decisions, the principle of a simple majority vote is used.
Before closing the LLC, the founders are obliged to inform the Federal Tax Service of the Russian Federation of taking the corresponding decision (no later than three business days from the moment the liquidation of the company was approved by the liquidators).
What documents must be provided in this case?
- The minutes of the meeting, which was held by the participants, during which the corresponding decision was taken to liquidate the organization.
- Notification that this decision was made in accordance with the form specified by law.
What are the requirements for processing the described notification:
- it can be completed both by hand and with the help of specialized software;
- it is necessary to fill in extremely carefully, without allowing any corrections;
- if the notification is filled in using software, then the font color must be black;
- You cannot use duplex printing;
- blank pages should be absent;
- the document must have end-to-end numbering.
Given the timing of the voluntary liquidation of a legal entity, it is important to understand exactly what point is considered the date of submission of documents. In this situation, we are talking about the day when the papers were received by the appropriate registration authority.
The application may be submitted by the liquidator or an officially authorized person.
All must be filled in extremely carefully. Any typo may cause a subsequent failure.
Second phase
The mass media in which a notice of liquidation of an enterprise may be published is the Bulletin of State Registration. It is there that you need to submit a statement that a certain organization is currently at the liquidation stage. The cost of this service is usually low, you will need to pay one hundred and a little rubles. The content of the published text usually contains information about the company, tax identification number, full name of the company, main state registration number, reason code for registration, contact details of the head, date and number of the decision to liquidate the organization, legal address, phone number, time allocated for reception creditors' claims and debt recovery procedures. The company is obliged to accept applications from such persons for at least two months. If a creditor has appeared during voluntary liquidation, then all his requirements must be satisfied absolutely.
Next, it is necessary to determine the receivables of this organization to various funds, employees, the budget for tax deductions, as well as counterparties.In addition, it is important to notify creditors in writing that the legal entity is in the process of liquidation.
First you need to reconcile with the Social Insurance Fund and the Pension Fund of the Russian Federation. After completing this procedure, you will receive a special document that will confirm the fact of providing the necessary information to the territorial body of the Pension Fund of the Russian Federation.
The next step is to conduct a full inventory, which should be carried out in accordance with all accounting standards.
After all creditors have been notified both through publications in the media and through personal written notifications, as well as after reconciliation with all tax authorities has been carried out, an interim balance should be drawn up. It must be signed by the liquidator. The interim balance sheet must be approved by a special protocol of the general meeting of the founders. This fact should also be notified to the tax authorities.
Debt repayment
The legislation establishes a specific procedure with respect to the order in which cash payments to creditors should be made. It strictly determines the sequence of such payments.
So, in what order are the current requirements of creditors satisfied in the process of liquidation of the enterprise immediately after other expenses necessary for the liquidation were paid off?
- First, it is required to satisfy the requirements of those citizens who have suffered certain harm (namely, damage to their life and health) due to the capitalization of time-based payments, for compensation paid in excess of compensation for certain harm that was caused as a result of the complete destruction or partial damage of any capital construction facility, non-compliance with safety standards during the construction of a specific capital construction facility, standards to ensure the safe use of defined divided building).
- After this, it is important to make calculations that will help determine the amounts of severance pay and employee benefits for those who worked under the employment contract, as well as the payment of fees to those authors who provided the results of their own intellectual activity.
- Next, you need to calculate the amount of mandatory payments to the budget, as well as to various extrabudgetary funds.
- And already in the last turn, settlements are made with other creditors.
If there is a liquidation of a bank that previously attracted funds of citizens, then at the very beginning, among other things, the requirements of depositors who are creditors of a particular bank are satisfied, which is confirmed by the presence of bank account or bank deposit agreements concluded in their favor. We are not talking about contracts that are related to the implementation by a citizen of his business activity.
If lenders make claims for compensation for losses that arose as a result of lost profits and for payment of a forfeit (as a rule, these are non-fulfillment or improper fulfillment of their obligations to pay mandatory payments, then such claims must be satisfied after satisfying the requirements of the fourth stage.
Proceed to the next stage only when the previous claims have been fully satisfied and the creditors no longer have claims for the liquidated company.
If the requirements relate to those obligations that were secured by a pledge of property held by the organization, then they must be satisfied thanks to those funds that were received from the sale of the collateral directly.
If the property of the enterprise that is to be liquidated is insufficient, and it cannot be declared bankrupt for the reasons stated in the legislation, then it can be proportionally divided between creditors in proportion to the sequence and volume of claims.
If the funds that are at the disposal of the liquidated enterprise are not enough to fully satisfy all the requirements of the creditors, the liquidators are obliged to sell the necessary part of the organization’s property by organizing tenders. This type of sales is required only for those objects whose value exceeds one hundred thousand rubles.
So, during the liquidation of an enterprise, the following obligations should be considered settled:
- claims that were not recognized by the liquidation commission;
- claims in respect of which the court refused the creditors;
- claims that were submitted by creditors but were not satisfied due to an insufficient amount of property both at the enterprise and at those persons who bear subsidiary liability for such claims.
Documents
After the decision is made on the voluntary liquidation of the company and all the measures described above have been taken, it is necessary to transfer documents to the tax series. Among them are the following:
- notification that an appropriate decision has been made (namely, that the interim liquidation balance sheet of the organization has been approved);
- if desired, an intermediate balance can be provided directly;
- a notice confirming the fact of the decision to liquidate the enterprise.
The specific deadlines by which documents must be submitted are not established by law. As a rule, this happens no earlier than the moment when the creditors present their own claims.
If, during the investigation, the formed liquidation commission established that the property of the enterprise is insufficient to fully satisfy all the requirements of the creditors, then all subsequent actions provided for by the voluntary liquidation of the joint-stock company will be carried out in the order established by the bankruptcy law.
Third stage
At the next stage, before closing the LLC completely, the liquidators need to draw up a liquidation balance sheet.
If after all the requirements of the creditors that they presented in the organization were satisfied, some other property may remain. It can be distributed among the founders. The following sequence is observed:
- First, the distributed but unpaid part of the profit is paid between the participants;
- after this, the property is distributed among the founders in accordance with what shares they contributed to the authorized capital of the company;
- if a property dispute arises between the founders, then such a thing shall be sold at the auction by the liquidation commission.
Often the authorities responsible for the procedure refuse to close due to the fact that the organization has outstanding debts to the Social Insurance Fund and the Pension Fund of the Russian Federation.
At least two months after the notification in the media about the liquidation of a certain legal entity has been published, the liquidator is obliged to notify the registering authority about this fact.
What documents must be provided to confirm the fact that the process of voluntary liquidation of the enterprise has been completed? Among them are the following:
- liquidation balance sheet;
- a document that confirms the fact of submission of information to the local authority of the Pension Fund of the Russian Federation;
- a document confirming the fact of payment of the state duty;
- the corresponding application for state registration of the organization in connection with its liquidation.
At this stage, the voluntary liquidation of the LLC is completed. From this moment, any powers of the liquidation commission also terminate.
Fourth stage
How is voluntary liquidation completed? Step-by-step instructions oblige to carry out the following actions:
- Transfer documents that contain information on personnel (for example, personal accounts, personal files and orders) for long-term storage to a specialized archive of the administrative district (determined by territorial basis, depending on the location of the company).
- Transfer documents that have a certain scientific and historical significance (documents of permanent storage) for state storage to specialized state archival institutions.
Conclusion
So, after reading the instructions described above, you have enough theoretical knowledge to carry out the procedure in the right way. It is important to understand well the difference between forced and voluntary liquidation of an organization. It is also necessary to understand the implementation of both procedures. It is important that all these actions take place within the framework of current legislation. But in some cases it is also necessary to find out some other nuances. For example, how does the payment of interest on loans occur during voluntary liquidation? Sometimes this can directly depend on the conditions that a particular bank sets.
Do not be lazy to check what changes have been made to the relevant laws. After all, it will depend on how carefully you follow the existing standards that you will not have to be punished by an administrative fine.
Pay enough attention to compliance with the law in the matter of voluntary liquidation of an enterprise. And then you will not encounter any difficulties either in relations with creditors or in relations with tax authorities.