Entrepreneurial activity is associated with great risk, so at some point, a business may lose its attractiveness, and will become practically a burden that can be eliminated through liquidation. Close LLC with zero balance on its own is quite real. This is a great opportunity to get rid of unprofitable business.
Features
Before starting the closing procedure, you should understand the terms. A zero balance is understood as the organization’s inaction for some time, from several months to several years.
The reasons for the lack of activity can be many, from the usual loss of interest in a certain type of employment to a decrease in profitability and lack of customers. The main sign of the organization’s inactivity is the lack of expenses and income, that is, we are no longer talking about making any profit.
Despite this, the management of the enterprise should still keep accounting records, report to the tax service and other funds.
Where to begin?
There are no differences in the procedure for closing an LLC with a zero balance, which conducts activities and which does not.
Some accountants are sure that it is better to file zero balances throughout the year, and the tax service recognizes the organization as inactive. Such a procedure is provided for by FZ-129. However, there is a huge risk that the tax administration will not be in a hurry to make a decision, so it is better to initiate the closing procedure yourself.
It is preliminary recommended to check for arrears to the SFC and the FSS so that there are no problems in the future.
The first step - we collect shareholders and make a decision
Begin the procedure by convening a meeting of shareholders and making an appropriate decision. At this meeting, in addition to deciding on liquidation, a liquidation commission should be selected and approved. It is also recommended to fix in the protocol the terms in which it is planned to liquidate the enterprise.
However, the decision will be deemed adopted if all its shareholders give their consent. All other issues are accepted by a simple majority vote, naturally, if there is a quorum.
It is very important to remember that for violating the three-day period allotted for the notification of the tax service, an administrative fine of 5 thousand rubles is threatened. Naturally, you can get by with a warning, but it’s better not to risk it.
Step two - inform stakeholders
The next step of the step-by-step instruction on closing the LLC with zero balance states that it is mandatory to notify all interested parties of the decision made.
It is recommended to start with the tax office. You must submit a completed application in the form P15001 and attach the minutes of the meeting to it. The application should be submitted within three business days from the date of the decision. After that, the tax service specialists issue the applicant a record sheet from the register that the company is at the liquidation stage (Form P50007).
It is better to notify all creditors by issuing a written notice, which must be sent by mail (registered mail with notice).
Step Three - Media Notification
It is possible to close an LLC company with a zero balance provided that a notice is given to the media, namely, in the “State Registration Bulletin”. As a rule, the liquidation commission deals with these issues.
The notice necessarily prescribes the period during which creditors have the right to declare their claims.This period may not be less than 2 months from the date of publication.
In addition, the company needs to independently identify lenders and report that the liquidation (closing) procedure of the LLC has begun. For such requirements, at the level of regulatory acts, there is no special form and time frame in which the LLC must inform about its liquidation.
Step Four - Liquidation Balance
It is quite possible to close the company LLC with a zero balance on your own, as well as draw up a liquidation balance sheet. The main thing to remember is that it is drawn up after the deadline for accepting claims from creditors. The second point: before compiling the balance, it is mandatory to check with the tax authorities.
The balance sheet must necessarily include information on the composition of the property and the requirements of interested parties (if any). If there are creditors, then payments according to their requirements are made in the order of priority provided for in Article 64 of the Civil Code.
After drawing up the liquidation balance sheet, it should be submitted for approval by the general meeting of shareholders. As a rule, such a decision is taken by a simple majority, although certain restrictions may be specified in the charter. The main thing to remember is that at this stage an intermediate liquidation balance is drawn up, because you still have to divide the remaining property.
At this stage of closure, LLC with a zero balance, the Federal Tax Service may initiate an on-site audit. But in practice, if the enterprise does not operate, then the service specialists are limited to the fact that they request accounting documents for the last three years.
Now you can inform the Federal Tax Service that an interim liquidation balance sheet has been drawn up and approved at the meeting. In addition to it, an application is submitted to the tax service, which is compiled in the form of P15001.
Step Five - Share Property
Before applying for the closure of an LLC with a zero balance in 2017, as, incidentally, in 2018, property should be divided. The law stipulates that the profit should first be divided, but if there is no activity, then there is no income. You can safely proceed to the division of property, if any. The distribution takes place depending on the size of the shares in the authorized capital.
Step Six - Submission of Documents to the Federal Tax Service
This is the final step in closing the LLC with zero balance. An authorized person, owner or member of a liquidation commission shall submit the following package of documents to the tax office:
- application in the form of P16001;
- liquidation balance sheet (final, drawn up after the distribution of the remaining property between private owners LLC);
- receipt confirming payment of the state fee (800 rubles).
The applicant is issued a receipt of receipt of documents. The procedure for making a decision on liquidation should not last more than 5 days, so on the sixth working day you can come for a decision and a new statement, which is prepared in accordance with form P50007.
If everything went well, then the date of entry in the register of liquidation of the LLC is considered the date of complete closure of the enterprise.
What to do next?
It is not difficult to close an LLC with a zero balance, but do not forget that after receiving an extract, you must destroy the seal (if any), contact banks to close all current accounts. Documents for the enterprise, including personnel documentation, must be archived.
Features of the liquidation of LLC with one participant
How to close an LLC with zero balance yourself if you are a single shareholder? In this case, everything is much simpler. First of all, it is not necessary to convene a meeting of shareholders, but to make a decision on your own and assure him of a notary public.
No need to divide the remaining property, just pay off debt obligations. All the same, it will be necessary to advertise in the media, to draw up a liquidation balance sheet, but when the whole organization is represented in a single entity, then problems should not arise at all.
How to file a declaration
If no activity is carried out at the enterprise, there are no employees, then it is in this situation that a zero balance is served. Such a report is prepared in the prescribed form, depending on the form of taxation. In the report, almost all indicators should be zero, because it is for this reason that the balance is called that. However, not all indicators can be zero, for example, when it comes to the authorized capital, the estimated value of existing real or movable property.
Businessmen should not ignore reporting to the tax service in the absence of entrepreneurial activity. Indeed, for the lack of reports, administrative responsibility is provided. If the deadline for submission is violated, a fine of 1 thousand rubles may be imposed. In cases where a report is submitted, but not with a full package of documents, a fine of 200 rubles is provided for each missing document.
And if the entrepreneur has not eliminated the violation within 10 days, then all payments must be stopped and a fine of 5% of all contributions that are supposed to be paid to extrabudgetary funds for a period of 90 days be imposed.
Liquidation balance sheet
How to quickly close a zero balance LLC? The legislation establishes certain periods at each individual stage of liquidation. However, much depends on the correctness of the preparation of documents. In the closing process, you will have to make two balances: intermediate and final. An interim balance sheet is drawn up after all creditors have declared themselves, within two months from the date of the first publication in the media. The interim balance must necessarily reflect the debts and be approved at the general meeting of shareholders. After that, the balance with the notification is transferred to the tax authority.
The final liquidation balance sheet is already drawn up after repayment of all debts, if any. Its main goal is to fix all the property that remained in stock after paying off the debts, in order to then distribute it among the participants in the LLC. That is, it is the final balance sheet that is handed over to the tax office when applying for liquidation.
There is no unified form of the liquidation balance sheet, that is, each enterprise independently determines its form. As a rule, it is formed on the basis of the balance sheet. The interim and final balance sheet should contain information on the availability of fixed assets, buildings and structures, objects of incomplete capital construction. You should also indicate long-term financial investments, available intangible assets, a list of costs, stocks and other financial assets.
Instead of a conclusion
Summarizing all of the above, it should be noted that the closure of an enterprise with a zero balance should meet a number of requirements. First of all, LLC should have zero income and expenses. Required social contributions for all funds should not be available. Without fail, these facts must be proved in the tax service by providing the relevant documents.
If an LLC meets all these requirements and is able to prove the fact of a lack of profit, then there is nothing complicated in the liquidation procedure itself, everything can be done as soon as possible.