The liquidation of an LLC may be initiated by the founders of the company themselves, or it may be terminated by a compulsory procedure, that is, through a decision of a court or state regulatory body for violating business rules. If we are talking about the first option, then the founders have the right to terminate the liquidation of the LLC. At the same time, such a right is not fixed at the legislative level, but it is also not prohibited, therefore, it is easiest to terminate the procedure before making entries in the Unified State Register of Legal Entities.
Legislative framework
According to the fundamental principle of civil law, if there is no direct prohibition on any action, then a citizen or legal entity has the right to make its own decision, naturally, within the framework of the current legislation. Therefore, the owners of the company have the right to independently suspend the closure of their company. According to the law, the decision to terminate the liquidation of the LLC, as well as the decision to close the enterprise, must be taken at the general meeting and unanimously.
If a compulsory procedure is applied, then the decision can be canceled exclusively by that instance, or rather the higher management of the service or department that made the decision to terminate the activity.
Step number 1 - making a decision
The decision to terminate the liquidation of the LLC must be made without fail at the general meeting of shareholders. It is clear that if no one has yet been notified of the decision to close the enterprise, then nothing needs to be done, but if the first steps to liquidation have already been taken, then it is necessary to convene a meeting and draw up a protocol.
The sample decision to terminate the voluntary liquidation of the LLC implies the following mandatory details:
- date and place of compilation;
- full passport data if the participants are individuals;
- full details of participants - legal entities;
- the agenda;
- Heard information on each issue;
- voting results and decisions taken.
It is recommended at the end of the protocol to put not only the signatures of the chairman and secretary of the meeting, but also of all the founders.
There are no requirements to indicate the reasons in the minutes for which shareholders wish to terminate the closure of the enterprise. As a rule, at some point the market conditions change or circumstances that prevented the business from disappearing, for example, it was possible to negotiate with creditors.
The protocol itself cancels the powers of the liquidation commission. Although it is recommended that this issue be addressed, as well as the approval of the new director of the LLC. It can be either a former director or a new one.
Step number 2 - preparation of documents for submission to the Federal Tax Service
A step-by-step instruction on canceling the liquidation of an LLC involves not only providing a protocol to the tax service. It is also necessary to fill out an application in form P15001, that is, a notice of termination of the procedure. The second statement is designed to inform the registration authority of the appointment of the director, and it is compiled in the form of P14001.
As in the case of liquidation, it is necessary to notify the tax authorities of the decision taken within 3 days from the date of its adoption.
Step number 3 - submitting documents
The submission of documents can be carried out by a person who is appointed at a meeting of shareholders, the head of the enterprise or another authorized person who will have a power of attorney on hand.
It is possible for an LLC to submit such applications online, but the main thing is that the owner has UKEP and a personal account on the FTS website. You can also submit relevant documents through the mail operator. In this case, the signature on the statements will have to be verified by a notary.
The procedure for terminating the closure of an enterprise is completely free.
After filing the documents, the specialist of the Federal Tax Service issues a receipt in the receipt of documents, if the documents are transmitted via the Internet, then the corresponding decision will be sent to the personal account of the taxpayer.
Employees of the Federal Tax Service have 5 working days to consider an application for terminating the liquidation of LLCs. As a result, the applicant receives a new extract from the register. The tax service notifies all other funds on its own.
Some specialists in the field of registration recommend initially submitting an application in the form of P15001 to exclude the company from the list of liquidated ones. And after receiving the relevant extract, submit an application for the appointment of a new director.
After receiving the extract, do not forget to change the bank card, if a liquidation commission has already been appointed, then these persons have the right to sign, and it is necessary to transfer the authority to the newly appointed head.
What to do with employees?
When the founders decide to stop the liquidation of the enterprise, they immediately understand that they will have to reinstate all employees in the enterprise. After all, not all employees quit of their own free will, some had to be fired on the initiative of the employer. In this case, another problem arises: if another month has not passed since the moment of dismissal, the employee, having learned about the termination of the closure of the enterprise, can go to court and demand reinstatement to work with payment for forced downtime. This norm was even checked by the Constitutional Court and upheld.
Therefore, it is very important to remember this. The deadline for filing a claim for reinstatement of an employee is 1 month from the receipt of the work book.
Voluntary suspension of activities
The modern economic realities of our country are pushing many entrepreneurs to suspend the activities of the enterprise. Such steps can also be called the termination of the LLC without liquidation. The suspension of activity is carried out in several stages:
- Notification to all employees (by signature) 2 months before the temporary closure. Persons who do not wish to quit will have to pay 2/3 of the salary.
- Notification of tax authorities of the decision.
- Submit zero reports to the tax office.
- Pay off all debts to creditors and try to collect all debts.
- Notify the bank of the decision and block the current account temporarily.
The maximum term for suspension of activity is 1 year. If only zero reporting was submitted for this entire period, there was no activity on the bank account, then the Federal Tax Service employees are entitled to demand the liquidation of the enterprise by force.
If changes have already been made to the registry
According to the step-by-step instructions on canceling the liquidation of a legal entity, if changes have already been made to the Unified State Register of Legal Entities, then you will have to contact the higher bodies of the Federal Tax Service. Although it should be understood that this procedure is lengthy and most likely will result in failure. To begin with, it will be necessary to recognize the actions of the Federal Tax Service specialists as illegal, and the registry entry is invalid. But in order to initiate the process, one will have to find good reasons to appeal the acts of the service.
The whole procedure is described in chapter 19 of the Tax Code. You can file a complaint with a higher authority within one year from the moment the person concerned learned about the liquidation of the enterprise. If you can’t get a positive decision, you can go to court.
It is necessary to file a complaint with the territorial authority that liquidated the LLC. The parent body has one month to review the complaint and make a reasoned decision.
If the applicant was not satisfied with the decision, then he has three months to file a claim with the court from the moment the decision of the Federal Tax Service is received. The statement of claim must indicate the number of the record that the plaintiff wants to change.
If the plaintiff can prove to the court that the tax service specialists carried out an unlawful liquidation, their decisions will be canceled, and the liquidation record in the USRLE will be canceled.
Things to remember
It is possible to initiate the procedure for terminating the liquidation of an LLC only if the closure of the enterprise is carried out on a voluntary basis. A decision to terminate or suspend the procedure can only be made at the general meeting of all founders and provided that all participants vote unanimously.
It is almost impossible to terminate the procedure after making changes to the Unified State Register of Legal Entities, therefore it is more rational to open a new LLC.
In cases where the shareholders have decided to terminate the closing procedure before the tax service and employees are notified, that is, they have only taken the first step, then you can again convene a new meeting, draw up a protocol and notify anyone else.