How complicated is the process and how long does it take to liquidate an LLC? We will understand this article. In order to conduct liquidation for a limited liability company, you need to start a long and complex process. But, subject to certain rules, the closure of the organization is possible on its own, without the help of specialists from legal agencies and other similar offices. Before starting this procedure, you need to consider all the alternative options for the elimination of LLC. It is possible that it’s easier for you to put up a company for sale or change the composition of the founders. In this case, the LLC will continue to exist, but without your participation. There are situations when bankruptcy proceedings are necessary.
Consider all the options and start with a concept such as "time to liquidate LLC", which implies the steps of this process.
Elimination stages
A company may be liquidated voluntarily or by decision of the judiciary. In the article we will consider the voluntary procedure for the liquidation of LLC. This process consists of two initial stages, such as making an appropriate decision and creating a liquidation commission. Then it is necessary to notify the tax authorities about the abolition of the LLC and place an advertisement in the media. Usually these actions are not difficult.
The liquidation time of LLC interests many. We will try to explain why it depends.
Having made a decision, it is necessary to notify the liquidation of contractors and local employment authorities about the upcoming dismissal of people. You need to be prepared for the possibility that there will be an on-site inspection from the IFTS. Nevertheless, it is necessary to draw up and submit to the tax interim balance sheet and pay off the debts the company has. At the last stage, it is necessary to prepare a liquidation balance sheet, distribute assets and submit a package of documents to the tax authorities.
What else depends on the time of liquidation of LLC? Let's get it right.
The decision to abolish LLC
Such a decision is made by the general meeting of the founders of the LLC. The decision is adopted unanimously and drawn up in the form of a protocol of the meeting of participants. It happens that there is only one founder in a company, he makes a decision individually, after which he draws up the corresponding document as the sole founder. After that, the composition of the commission and the head are appointed to decide on the liquidation of the LLC.
The commission includes: founders, representatives of the main management, accountant, legal adviser, etc. In some cases, the commission consists of only one person, who is called the liquidator. The commission or liquidator is vested with all the powers necessary to manage the organization. They can represent the company in court and are responsible for all actions taken. It should be noted that since March 2015, the applicant for liquidation is the head of the commission or the liquidator. How is the elimination of zero LLC? About it further.
Tax Notification
Three working days after the decision to abolish the tax at the place of residence is submitted: a notice certified by a notary public, the minutes of the meeting of the founders or the decision of one founder.After the expiration of the five-day period after the notification is transmitted, the tax inspectorate makes an entry to the USRLE that the company is in the process of liquidation and issues a copy of the sheet to the LLC founder, which confirms the fact of entering data into the state register. We draw your attention to the fact that it is no longer necessary to send a notice to the PFR and FSS funds that the closure of the LLC has occurred. This information is provided to them by tax authorities.
Announcement in the Bulletin of State Registration
Liquidation of an organization having debt obligations to counterparties is impossible in principle, therefore, the liquidation commission publishes in the media an announcement about the planned termination of the company. The media that publishes such information is the Bulletin of State Registration. Placement of the liquidation announcement is possible by electronic submission through the journal’s official website
Creditors Alert
In addition to publishing in the media, it is necessary to notify their counterparties in writing that the liquidation procedure has begun, as well as to inform about the possible deadlines for creditors to submit claims (the period under the law is at least two months). There are no specific requirements for such notifications, but you must have evidence that the lenders were actually notified.
What else affects the time of liquidation of an LLC? We will discuss this later.
Dismissal of employees
Two months before the date of the expected dismissal, you must familiarize your employees with this fact. They do this by means of special written notifications with a notice that the dismissal is initiated by the employer in connection with the termination of the company. Employees of the employment service are also notified by letter. The position of each employee is indicated, with notes on the profession, specialty, qualification requirements, as well as the level of wages. The employment service is informed 60 days before the dismissal or 90 days in the event that it is planned to dismiss employees of 15 or more. Dismissed employees are paid severance pay. They are also entitled to receive wages for the period of employment, which is no more than 90 days from the date of dismissal.
Reporting
After a decision is made on the liquidation of the LLC and after the dismissal of employees and fully paid off with them, you can submit reports to the pension fund. On the latest reports to the FIU, FSS and IFTS, it is necessary to put a mark on the cover page - “Termination of activity”. Within two weeks from the date of the last report to the pension fund, contributions are paid if they have been accrued. In addition, since April 2016, a new monthly report form has been introduced, provided to the pension fund by the employer in the form of SZV-M. These reports shall be submitted no later than the 15th day of the following month. For a company to be liquidated, in the event that there are no employees, they will surrender zero SZV-M, signed by the liquidator. You also need to submit reports in the form of 2-NDFL and 6-NDFL.
The order of liquidation of the LLC must be strictly observed.
Check from IFTS
After the tax authorities received a notice on the liquidation of the LLC, they have the right (namely the right, not mandatory) to organize an on-site inspection. They can do this regardless of the date and reason for the last check. In fact, this procedure is not always carried out by the tax inspection, and the company with a zero balance does not check at all. But, in any situation, you need to be prepared for a tax visit and streamline cash settlements and reporting documents.If the decision on verification has already been made by the tax authorities, then proceeding to the next stage of liquidation is possible only upon completion of the audit and solving all the problems that arose during the period of its implementation. What else does an LLC liquidation order imply?
Interim liquidation balance sheet: drafting and filing
At the end of the regulatory period for the submission of claims by creditors, the stage of drawing up an interim liquidation balance sheet comes. There are no special rules for its formation, however, based on judicial practice, we recommend that the balance sheet be drawn up in accordance with the same principles as tax reporting. In connection with this situation, we independently do not recommend dealing with this issue without such experience. The liquidation commission will check it.
This balance contains the following information: information about the property of the company; claims made by creditors; debentures. After drawing up the document, it is approved at the meeting of the founders and drawn up by the relevant protocol. Further, the tax authorities provide: a notice certified by a notary and an interim liquidation balance sheet. In addition, they may request: a protocol in which the approval of the interim balance sheet is recorded; documents that confirm publication in the media. In the period up to five working days after the adoption of the documents, the tax authorities must make an appropriate entry in the Unified State Register of Legal Entities and give you a copy of the sheet of the document, which confirms that such an entry in the register has been made.
Filing a tax return
At the same time as the interim balance sheet, you are filing a tax return, but with the condition that after the balance sheet has been drawn up, the company will no longer conduct taxable transactions. If such operations are still possible, then a declaration must be filed upon delivery of the final liquidation balance sheet. For the liquidated organizations, the period from the beginning of January to the date of the entry on the abolition in the state register is taken as the last reporting period. All reporting on the LLC is delivered no later than 90 days from this date.
Settlements with creditors
Upon the approval of the interim balance sheet, the liquidation commission has the right to pay off existing debt obligations. According to the law, debts are paid in the following order:
- persons to whom the company is responsible in case of non-pecuniary damage or harm to life and health;
- Employment Contract Officers
- obligatory payments to budgetary and extra-budgetary funds;
- debts to other creditors.
With a shortage of funds to pay off all debts, the company puts the property up for auction. If this also does not help to cover the existing debts, the liquidation commission should apply to the arbitration with a statement of bankruptcy of the LLC. If before liquidation you have an idea that there will not be enough money and property of the company to pay off debts, then it is better to immediately start bankruptcy proceedings. So, an interim balance sheet has been drawn up, what's next?
Final balance
Upon the repayment of all debts, the commission forms the final version of the liquidation balance sheet containing information on the remaining assets of the LLC. They are distributed among the founders of the company. This document is approved at the general meeting of the founders and draw up the relevant protocol on approval. Only after this, the remaining assets are distributed among the participants according to their share in the authorized capital of the company. After all the previous steps have been completed, the tax authorities submit the final set of documents together with the receipt of payment of state duty, close the current account and submit the documents of the liquidated company to the archive.
Liquidation of zero LLC
Zero balance is found in enterprises that did not conduct any activity during the reporting period.
If the founder does not have an interest in continuing the work of the organization, he may decide to liquidate the zero LLC.
There is the possibility of eliminating the "default". In accordance with the law, if a legal entity did not provide reports to the tax authorities during the year, and transactions on the current account were not carried out, it shall be deemed invalid and excluded from the USRLE by tax authorities.
LLC with one founder
The liquidation of an LLC with one founder is as follows:
- The decision on liquidation is made by one person without holding a meeting.
- Since the founder and director are one person, then at the close you need to take into account the legal subtleties of dismissal.
- The founder may be the only member of the liquidation commission.
- All documents are approved by the founder without execution of protocols.
- The division of property and company balances is simplified.
So, we examined all stages of the liquidation of LLC.