Can I sell LLC with debts?

The answer to the question of whether it is possible to sell LLC with debts is positive. However, many nuances should be taken into account. As a rule, they take such a step when there are practically no other options.

Why sell LLC?

Debts in business are commonplace. But sometimes there are too many loans. If it is impossible to pay, they often decide to sell the LLC with debts. There can be many reasons for this, the main of which include the following:

1. Poor management, which consists of non-payment of tax fees, inept staffing, delayed wages, failed investments and others.
2. Conflict situations among the leadership.
3. Problems of an external nature, in particular the revocation of a permit, an economic downturn, pressure from competitors, etc.

There may be many more reasons. They sell the debt to LLC collectors or the organization itself only if they do not see another way out in this situation. It also happens that businessmen decide to start a new life in another country. Therefore, they decide to sell LLC with debts, even insignificant.

Training

In this case, all rights are transferred to the new owner. To this end, you should first collect a package of documents, and some of them should be:

• Constituent and statutory documents.
• Confirming Education Ltd.
• About state registration.
• INN
• Order of appointment to the post of director.
• Information about the statement in the funds.
• OKVED.
• Confirmation of paid state duty.

Sometimes other documents may be required. Having collected them, you can start selling.

Action algorithm

Currently, the sales process step by step is as follows:

1. Appointment of a manager.
2. Preparation of documents.
3. Submission of a report to the tax office.
4. Payment of state duty.
5. Notarial confirmation of the rights and responsibilities of the new leadership.
6. Transfer of relevant documentation to the tax authority.
7. The conclusion of the contract.
8. Transfer of documents to the buyer.

To register a contract, a properly prepared balance sheet, an appropriate expert assessment and an inventory are necessary.

Management responsibility

The former owner, whose business was not successful, is trying to sell LLC with debts, so as not to pay them. However, such an approach is pure fraud, which is punishable by law.

Responsibility happens:

• civil law;
• criminal;
• administrative
• disciplinary.

Administrative responsibility may be imposed on the leader, and only disciplinary action may be taken on employees. The supervisor may also face criminal penalties. But if the statute of limitations on the case has expired, he will avoid such consequences.

Those founders who do not participate in transactions, signing contracts and other things, are not involved in tax debts. Otherwise, they can also be prosecuted.

If you try to falsify transactions, fraud and other illegal actions, a criminal case may be instituted, and the suspect may be detained. If the former leader is found guilty, he will be punished. In some cases, it is possible to get away with penalties, and in others - to appear behind bars.

Basically, applications are submitted by state authorities that identify inconsistencies in reports or unpaid debts. In addition, the new management of the company can do this.

If it is possible to prove the fact that the company was bankrupt intentionally, then the previous management may be obliged to compensate for the losses. Thus, former directors can also be held accountable, although the risk of this is significantly reduced.

Cost

Various factors affect the price at which you can sell to sell LLC with debts. The maximum state duty for contracts of sale of companies in 2012 was set at 150 thousand rubles.

The price is formed depending on the turnover, the amount of debt, property and so on. Of course, in the absence of debt, the company will cost more than with debts. Also, the state duty will be lower if a small company is acquired, and not a large company. Its size is growing in direct proportion to the number of employees, turnover, and the availability of expensive property.

Pros of the deal

The owner will find many advantages if he succeeds in selling an LLC with a history, with debts. These include the following:

1. The company will be advertised by attracting customers and increasing interest in it.
2. The founder does not need to take part in this, as a new management will be appointed to implement this process.
3. The sales process takes 1 to 3 months.
4. The procedure is relatively inexpensive.
5. With a large company, it is possible to contact a specialized agency that deals with these issues.
6. After he succeeds in selling, sell the LLC with debts on taxes and other payments, the owner gets rid of the troubled company.
7. This also includes psychological issues, for example, fatigue from managing the enterprise.

Cons of selling

There are fewer drawbacks from this process, but they still exist. These include:

1. Debt to the creditor will not disappear after the sale. Therefore, you need to find a buyer who will be ready to pay them.
2. The documentation must be sent to the Federal Tax Service within 3 days after a new leader is elected. Otherwise, a fine is imposed.
3. When ordering this service from a specialized organization, you will have to pay a large amount.
4. If there are complaints from state authorities, they are sent to the old owner, who will have to pay in person.

Thus, there are more advantages to selling than disadvantages. Therefore, many owners decide on this step.

At the same time, you need to be prepared for the fact that this process will require a lot of time and effort. Before deciding to take this step, you need to calculate how much the LLC will cost. You must understand that the conditions, as well as the consequences, can be different. A company without debts, of course, is a more interesting option for the buyer.

Possible difficulties

When selling an enterprise, the risks fall primarily on the buyer. However, sellers also take risks. With fair business conduct, the former leader has nothing to worry about. He will have difficulties, but this will not lead to unforeseen consequences. But when hiding some moments, the matter takes a different turn.

If you sell an LLC with debts due to a downtrend, the products may become much less popular in the future. The owner will not incur a fine or punishment for this. The law will not be considered criminal, and such a case in which the owner of the buildings decides to make a deal, if a major developer intended to demolish them, offering meager compensation.

If there is a disadvantageous transaction, for example, if the buyer is not notified of the relevant nuances, the latter may sue. If this is not about deceit, but about keeping silent about one fact and emphasizing another, the matter may drag on for a long time, and its result is unknown.

If the previous owner can sell the LLC with debts, the responsibility for concealing information may be as follows:

• If during the trial it is possible to prove the fact of deliberate actions or omissions to incur losses, the former owner may be brought to subsidiary liability.
• With deliberate concealment, for example, of debt, he can be punished for a long period of time. Responsibility comes under the article of the Criminal Code on fraud.

Conclusion

When wondering how to sell an LLC company with debts, you need to remember that such a deal will not save you from cash payments. They will have to be provided to the previous or new owner. Therefore, this option is suitable in the presence of a small debt, which does not greatly affect the activities of the enterprise, otherwise the sale may lead to unpredictable consequences.