The stages of liquidation of an LLC with a single participant that are relevant today make up a single system, which is very complex in practical terms. That is why people are trying their best to avoid this process. So, often they want to sell or take over the company. In the process of deciding to close the structure, it must be remembered that the term of liquidation of the LLC takes approximately two to three months. Moreover, it is almost impossible to speed up the procedure in question. What is a single founder structure? Is self-liquidation of the LLC possible? The cost of the procedure today varies in which range? It will be possible to find answers to these and other interesting questions during the course of reading the article.
General Provisions
In accordance with paragraph 1 of Article 57 of the Federal Law “On LLCs” dated February 8, 1998, official liquidation of LLCs can be carried out voluntarily, which is established by the Russian Civil Code (of course, subject to the requirements of the charter of a limited liability company and the Federal legislative act) . So, the procedure for the liquidation of the structure is determined by civil law and other federal laws (paragraph five of Article 57 of the Civil Code). In the Civil Code of the Russian Federation, the procedure and grounds for the liquidation of a company with one founder are regulated by Articles 61-64. How is the liquidation of the LLC with a single participant? 
Step-by-step instructions assume the following steps:
- Decision-making on the implementation of the liquidation procedure by the authorized body. Determination of a liquidator or liquidation commission. It is important to add that this decision is final. After it, the acquisition or sale of LLC is impossible.
- A message regarding the decision to the body that is engaged in the implementation of state registration in relation to legal entities in order to enter the relevant information into the Unified State Register of Legal Entities (Unified Register of State Orientation of Legal Entities). It is necessary to supplement that the body named in the clause is called the registering one.
- What further involves the liquidation of an LLC with a single stakeholder? The step-by-step instruction in the third stage contains the publication of a message about the elimination. In addition, information is published related to the procedure and deadline for the application of creditor claims. It should be noted that this stage is socially important.
- Next, you need to create a balance in the liquidation of LLC at an intermediate level.
- Settlements with relevant creditors for the company. It should be noted that this procedure has many "pitfalls" discussed in subsequent chapters.
- What then involves the liquidation of an LLC with a single stakeholder? The liquidation balance sheet, which is final in relation to the ongoing procedure.
- Liquidation of a limited liability company by contacting the appropriate state body.
It would be advisable to consider the mentioned stages of the implementation of the liquidation procedure in a detailed manner.
Decision-making
How is the liquidation of an LLC with a single participant carried out? Step-by-step instructions are briefly discussed in the previous chapter.This section is dedicated to the decision on liquidation and the appointment of a liquidator or similar commission. 
As it turned out, the liquidation process begins with the adoption of an appropriate decision. In the case of an LLC with one founder, he also decides what to do. It is necessary to add that in one way or another, the only participant must draw up an appropriate document in this regard in writing. Since the founder is a person who decides the fate of society, other ways may take place. Among them is the takeover or sale of LLC. In addition, the sole participant in the process of voluntary liquidation independently appoints the liquidator of the structure or forms the composition related to the liquidation commission.
It is necessary to add that in the legislative plan, a number of persons who may be included in the composition of the commission are not limited. So, the liquidation procedure of an LLC can be carried out by the sole founder of a limited liability company, its head (for example, the general director), other employees of the structure, as well as persons who are not employees of this legal entity. Immediately after the appointment of a liquidator or liquidation commission, all powers in the management of the affairs of the company shall be transferred to them. The provision presented is regulated by paragraph four of Article 62 of the Russian Civil Code, as well as paragraph three of Article 57 of the Federal Law “On LLCs”.
Thus, after the sole founder of a limited liability company takes a decision regarding the powers of the executive body, management of the affairs of this company passes to the liquidator or the liquidation commission. It is important to add: the liquidation of the LLC (the cost varies from 18,000 rubles) is paid, when the person who did not take part until the moment of closing in the life of the company is appointed as the liquidator. The liquidation commission appoints a leader who is vested with the right to act on behalf of the structure without an appropriate power of attorney.
Solution Notice
What then concludes the second paragraph of such a termination procedure, as the liquidation of an LLC with a single participant? The step-by-step instruction states that this is a notification of the registering state body regarding the decisions taken. In accordance with paragraph one of Article sixty-two of the Civil Code and paragraphs one and three of the Federal Law "On the Procedure for the Registration of Individual Entrepreneurs and Legal Entities" dated August 8, 2001, the body that decided on the liquidation of legal entities undertakes within 3 business days immediately after the final a written decision on liquidation to inform the registering authority at the location of the liquidated structure with a written decision on the performance of the operation considered in the article. It is important to add that the registering state body must also be notified of the establishment of a liquidation commission or the appointment of a specific liquidator. 
Thus, the liquidation of the LLC on its own at this stage involves the submission to the registering state body of a notice drawn up in accordance with the form under number P15001. A decision on the liquidation of the company from its sole participant must be attached to this document. The record that the LLC is in the liquidation process must be made by the registration authority in the Unified State Register of Legal Entities. After that, the state registration of certain changes that are recorded in the charter of the company, as well as the registration of structures to which the company is a party, or making entries in the USRLE on the reorganization of the legal entity in which the company is involved in the liquidation process is prohibited (paragraph two Section Twenty of the Law numbered 129)
What else?
A significant addition to the second stage of the liquidation process is that the notification must be certified by the signature of the applicant. In addition, the authenticity of the document is subject to certification by notary authorities. If, at the time of submitting a written message to the state registration authority regarding the liquidation of the structure, the liquidator has already been determined or the liquidation commission has been fully formed, then the applicant, one way or another, is the head of the elected commission or the liquidator. This provision is governed by Russian civil law.
It should be noted that today the official liquidation of the LLC does not imply the organization of a message regarding the decision to liquidate the structure to the state tax authority corresponding to the place of registration in connection with some changes in tax legislation (letter of the Federal Tax Service of the Russian Federation of October 21, 2013).
Publishing Information
It was noted above that the third stage in the liquidation procedure is the publication of information on the liquidation, the procedure and deadline for the application of creditor claims. In addition, shortly after this, the formation and approval of the liquidation balance sheet is of an intermediate nature. 
So, the liquidator or the liquidation commission is obliged to publish information in the press about the liquidation of legal entities, as well as the procedure and deadline for the submission of creditor claims (as noted above, the total term of liquidation of an LLC varies from two to three months, taking into account the fact that creditor claims successfully satisfied).
In addition, the liquidation commission or an individual liquidator undertakes to take measures to identify creditors and receive receivables, as well as to notify creditors in writing about the liquidation of legal entities in accordance with the first paragraph of Article 63 of the Civil Code. After the end of the period for the presentation by the creditors of their own claims, the liquidator must form an interim balance sheet in relation to liquidation containing the following information:
- Composition of property complexes of a legal entity subject to liquidation proceedings.
- List of claims made by creditors.
- Results of consideration of creditor claims.
Important information!
It should be noted that the need to publish information on liquidation, its procedure and deadline for the application of creditor claims, as well as drawing up a liquidation balance sheet at different stages of the procedure is not legally associated with the presence of accounts payable by a legal entity.
So, even if some activity of the structure is absent and “zero” reporting is provided, the company is obliged to fulfill all its own requirements formed by law in the framework of the liquidation operation, in the absence of one or another payable. This means, in particular, that even when a legal entity has no debts to creditors, an intermediate-type liquidation balance sheet can be formed and approved no earlier than two months after the publication of the message on the liquidation of the company in the journal “State Registration Bulletin”.
Formation and approval of balance
To begin with, it should be noted that immediately after the interim liquidation balance sheet has been approved, the liquidator (liquidation commission) begins to make settlements with relevant creditors in a certain order, which is established through Article 64 of the Civil Code. After making the calculations, the liquidation commission (liquidator) draws up a liquidation balance sheet to be approved by the sole participant of the LLC. 
In the absence of debt to creditors, the company does not need to make settlements with them. Therefore, then there is no need to withstand one or another time period. So, both liquidation balance sheets (both interim and final) can be drawn up and approved at the same time.
Features of the balance sheet
Since special forms regarding liquidation balance sheets are not approved by law, both the interim and final balances can be formed on the basis of the current form of the balance sheet, which was approved by order of the Ministry of Finance of the Russian Federation of July 2, 2010, which indicates the corresponding name “interim balance sheet” and “ balance". The approval of the document in question can be drawn up by the participants putting down appropriate marks or in the form of an appendix to the balance sheet of the decision regarding its approval. 
Claims by the tax authority
It should be noted that the state tax authority also undertakes to declare its own requirements regarding the payment by the limited liability company of all payments of a mandatory nature to the state budget immediately after the submission to the state registration authority of a notice regarding the decision on the liquidation procedure of the legal entity (the current date in this the case from the day the relevant decision is made is three days) and until the submission of documentation for implementation liquidation proceedings in respect of the structure provided for in Article 21 of the Federal Law under the number 129.
State registration
The final stage of the procedure considered in the article is the state registration of the fact of liquidation of the limited liability company. 
So, immediately after the liquidation balance sheet for state registration due to the liquidation of a legal entity has been approved, the following documentation must be submitted to the state registration body in accordance with Article twenty-one of Federal Law No. 129:
- A statement regarding the implementation of the state registration procedure in relation to a legal entity due to its liquidation in accordance with form P16001, which is approved by the current Order and signed by the applicant. The latter, as a rule, is the head of the commission or the liquidator. It is important to add that the authenticity of this signature must be notarized.
- Liquidation balance sheet.
- A document confirming the commission of the state duty. It is necessary to add that today the state duty is eight hundred rubles.
- A document that confirms the submission to the state territorial body of the FIU of information relevant to a particular limited liability company.
By the way, the provision of this paper is not necessary. Why? The fact is that if the applicant does not submit the document, he will be sent in the right direction through an interdepartmental request from the state registration authority.