The article will consider such a process as the liquidation of an LLC with a zero balance. What is this procedure? How is liquidation of LLC with debts to the budget different from it?
Terminology
First of all, the definition of “zero balance” should be clarified. Turn to the law. According to the regulations in force in the Russian Federation, LLC is recognized as zero, which did not carry out its activities, which did not receive income, did not carry out operations to transfer funds from the account, and did not pay employees salaries. In this case, the company is obliged to submit statistical, tax and accounting reports. Despite the actual lack of profit and activity, the company regularly makes imputed contributions and makes payments to the Pension Fund.
Liquidation LLC
There are several options for this process. Typically, the liquidation of LLC with a zero balance is carried out in the form of a voluntary. At the same time, some companies also offer bankruptcy services. According to some experts, the liquidation of an LLC with a zero balance is thus incorrect. In this case, there is an incorrect interpretation of the definition.
The fact is that bankruptcy as such requires debt. And if an enterprise has debts, then it cannot be recognized as zero. Alternative methods exist, of course. These include, in particular, reorganization or sale. However, as practice shows, the liquidation of an LLC with a zero balance is considered a fairly simple procedure. Let's consider it in more detail.
Conditions for a successful procedure
For the liquidation of an LLC with a zero balance to go smoothly, it is necessary that the company does not have:
- Problems when submitting reports to the tax office.
- Debts of various kinds: to individuals and legal entities, state and extra-budgetary funds.
If the above requirements are met, then you can start the procedure. It should be said that the process is significantly facilitated by the small amount of accounting and tax documentation, as well as the virtual absence of any activity. Therefore, the liquidation of LLC with a zero balance is much simpler and faster than the closure of a fully functioning enterprise.
But this absolutely does not mean that difficulties will not arise at all. It should be remembered that usually tax officers do not show loyalty to the entrepreneur. The presence of even minor errors in the documentation may serve as the basis for the presentation of formally substantiated claims. That is why paperwork should be approached with particular care.
Procedure
The process is regulated in sufficient detail by the Civil Code of the Russian Federation. But, as practice shows, entrepreneurs do not understand everything clearly enough. Next, we consider the main stages in accordance with which the liquidation of LLC with zero balance is carried out independently.
What to look for
What begins the liquidation of LLC? Step-by-step instructions provide several basic points. First of all, it is necessary to eliminate all existing defects in the enterprise. Liquidation of LLC with debts is a rather laborious process. If there are tails, they should be eliminated. It is mandatory to pay off payables and receivables.
In the first case, the elimination of defects will avoid problems with the tax. But with those who owe directly to the LLC, it will be somewhat more complicated.As you know, in order to repay loans, in such cases exactly 2 months are given. No matter how honest one or another partner is, there is always the temptation to delay the deadlines. Many tend to just take time so that there is no one to make payments.
Therefore, even before the liquidation of the LLC is started, the debts of the partners should be dealt with first. Before the implementation of the main process, you need to familiarize yourself with the rules for paperwork. Documents are necessary in the process of self-liquidation of the enterprise. Subsequently, time for this may not be enough.
Liquidation LLC. Step-by-step instruction
First of all, it is necessary to prepare a package of documents. Company founders must hold a general meeting. It will decide on the liquidation of the LLC. The step-by-step instruction at the first stage provides for documenting the following issues:
- Appointment of a responsible person or group.
- Making decisions directly on liquidation.
Other issues considered at the meeting are not binding. If the LLC consists of one founder, then the decision is made by him alone and is also documented. In addition to this paper, you should prepare notices in the forms 15001 and 15002. These documents must be notarized. In these notifications, the applicant is one of the LLC participants. Together with this, a message should be prepared in which it will be said about the beginning of the procedure.
Submission of documents
The registration authorities must be informed that the liquidation of the LLC has begun. Step-by-step instructions include visiting extrabudgetary and state funds. It is necessary to notify these bodies within three days from the date of the decision to eliminate the enterprise. Notifications of forms 15002 and 15001 should be submitted to the tax service.
Over a period of three days, a record is made in the Unified State Register of Legal Entities that liquidation of LLC with zero balance has been started. This will be issued a certificate. A message drawn up in the form of С-09-4, and a decision to start liquidation are submitted to the territorial tax service in which the company is registered. Along with this, it is necessary to notify the beginning of the procedure of the Pension Fund and the Social Insurance Fund (Social Insurance Fund). This is done in free form.
Publication
After the decision on liquidation has been made, the legal entity should send the corresponding note to the "State Registration Bulletin". As a rule, publication is carried out after a certificate of entry of relevant information into the Unified State Register of Legal Entities is received from the registering authority. At the same time, legislation allows notification of the Vestnik and the tax service at the same time.
Tax audit and identification of creditors
In accordance with the law, the liquidation commission takes the necessary measures to notify creditors that the process has begun. If possible, receivables from partners of the company are also recovered (if any).
The period during which creditors have the right to make claims is at least two months. During this period, the LLC will be the object of increased attention from the regulatory authorities, an on-site tax audit will be mandatory.
PLB
Upon completion of the deadline set aside by the creditor to file claims (at least two months from the date of publication in the Vestnik), the commission draws up a liquidation interim balance sheet. This accounting document reflects information about the requirements of the creditor and the results of their consideration, as well as information about the property of the company. The approval of the PBL takes place at a general meeting, following the results of which an appropriate decision is drawn up.
The protocol on the liquidation of the LLC, a sample of which is submitted to the tax authority, must be signed by the state body that made the decision to eliminate, or the founder of the company. According to form 15003, a notification is prepared that confirms the approval of the PBL. The document is signed by the applicant (for example 15001 and 15002) and notarized. The registration authority is also notified of the preparation of the PBL. The following documentation should be submitted:
- Application (form 15003).
- PBL
- Decision to adopt an interim liquidation balance sheet.
- Confirmation of the publication in the Bulletin (usually a copy of the cover page of the issue and a sheet with a note are usually enough).
Three days later, a certificate of notification is issued. After that, the liquidated legal entity satisfies the requirements of creditors completely.
The final package of documents
After the settlement with creditors is carried out, an inventory is carried out, the liquidator (commission) prepares the final balance sheet. It reflects the property status of the enterprise. This document is approved at a meeting of members of the company.
Next, you need to prepare an application for state registration of legal entities in the form of 16001 in connection with the liquidation. The chairman of the commission acts as the applicant. The legal entity must also pay 4000 rubles - state duty. Along with this, it is necessary to obtain a certificate stating that the enterprise has no debts to the PFR.
Company closing registration
A prepared set of documents is submitted to the registration authority. It includes:
- Form 16001.
- Liquidation balance sheet and decision on its approval.
- A receipt evidencing payment of a state duty.
- Papers confirming receipt of a notice by creditors of the beginning of liquidation. Usually these are certificates of delivery provided by mail.
The applicant is the chairman of the commission or the liquidator. At the end of five days, a certificate is issued. After receiving an official liquidation paper, the process is considered completed.
Company closing dates
The fastest way is the alternative liquidation of LLC with a zero balance (step-by-step instructions are given above). A little longer is the elimination of the enterprise by changing the founders and director. The shorter period is due to the lack of the need to notify FIUs, creditors. This form does not require the preparation of a large number of decisions and statements.
With the so-called no-cost transaction, the procedure is simplified as much as possible. More time will be required on reorganization of LLC. This is due to the fact that in this case it is necessary to publish a note twice, as well as draw up a deed of transfer, notify creditors and take a number of additional actions. The whole procedure can drag on for five months.
The longest is considered the bankruptcy process. In addition to the package of documents, in which there are a lot of papers prepared properly, the procedure in this case provides for a period of two months. During this period, creditors may present their claims, and liquidation is suspended. In bankruptcy, the "baggage" of an enterprise is of great importance. The liquidation of an LLC with debts may be delayed for an indefinite period.
