Closing an LLC in the absence of activity: documents, deadlines, step-by-step instructions

There are frequent cases when a business becomes a burden for its owners, and it does not matter whether interest in economic activity is lost or if there are simply no customers. The easiest way to solve the problem is to liquidate a legal entity.

Closing an LLC in the absence of activity is a lengthy procedure consisting of many successive stages. Naturally, a zero balance simplifies the whole process, but you have to go through all stages of closure.

What is a zero balance?

An enterprise that wishes to go through the procedure of closing an LLC with a zero balance must meet certain criteria:

• actual financial and economic activities should not be present, which should be confirmed by tax and accounting statements;
• there should be no income;
• the company should not have any debts to trust funds;

• tax reporting should be provided in a timely manner.

Liquidation methods

Closing a zero balance LLC is possible in three ways:

1. through bankruptcy;
2. voluntarily, at the initiative of the owners;
3. alternative way.

On the initiative of the owners, it is logical to close the enterprise if it is unprofitable. If we talk about bankruptcy, then the legal entity must have unsatisfied claims of creditors.

Alternative methods are the sale of an enterprise, either through a change of founders or by court order.

Step-by-step liquidation instructions

Most often, the closure occurs by decision of the owners of the enterprise. Despite the complexity and duration of the procedure, you can go through it yourself without involving outside experts.

Voluntary liquidation

How is LLC closing? A step-by-step instruction consists of several stages:

• decision-making;
• FTS notification;
• publication of information in the media;
• notification of creditors, employees;
• preparation for verification;
• submission to the Federal Tax Service of an interim liquidation act;
• settlements on debt obligations;
• approval of the liquidation balance sheet and asset allocation;
• entering information into the register.

Shareholder Decision

A decision on liquidation can only be made at a general meeting of all participants in an enterprise. The decision must be unanimous. According to the voting results, a protocol is drawn up. This document for closing LLCs is fundamental.

At the meeting, it is also necessary to appoint a liquidation commission. As a rule, it includes directors and chief accountants, lawyers, and even founders. Selected commissioners select a chapter. It is not prohibited to appoint a single liquidator.

The decision on the approval of the liquidator must indicate the passport data of this person. Members of the commission or the liquidator of such a protocol are vested with broad powers, from managing the general affairs of an enterprise to participating in litigations. The decision is stamped.

Tax Notification

The closing procedure of LLC involves mandatory notification of the FTS about the decision within 3 business days from the date of the meeting. For this, it is necessary to submit the following documents to the regional tax office at the place of registration of the enterprise:

• minutes of the meeting (if there is only one participant, then a decision is submitted);
• notification in the prescribed form P15001, which is notarized.

The tax authorities have 5 working days to make a decision, for which information is added to the USRLE that a particular company is in the process of liquidation. The representative of the enterprise should be given an official confirmation of the data entered in the register.

To date, social and other funds do not need to be notified about the upcoming liquidation, this function is assigned to the tax service.

Media Publishing

Closing an LLC in the absence of activity is impossible without bankruptcy proceedings, if there are creditors and there is not enough property to satisfy their claims. To resolve this issue, a legal entity must publish in the "State Registration Bulletin" a message that liquidation is planned. The magazine’s official website even has a special form for such cases.

Creditors Notice

In addition to notifying lenders through the media about the upcoming closure, the liquidation commission of the enterprise is obliged to inform everyone personally of the decision. This means that the corresponding letters are sent to all creditors. There is no special form for such notifications. However, it should be remembered that the legal entity must have confirmation that the letters were sent and received by the creditors. This can be registered letters with a notification or courier mailing.

Employee Notification

If employees are still left to work, then they must be fired according to the established procedure. 2 months before the release date, inform staff of the impending termination of employment. The notice is made in writing and transmitted to the employees under signature. In addition, you will need to notify the employment center. The notice is drawn up in the prescribed form and should contain information about the positions, qualifications and specializations of staff reductions. In case of mass dismissal of personnel, employment authorities are notified for 3 months. The number is usually determined locally, but as a rule, if more than 15 employees leave, then this is already considered a massive reduction.

In addition to wages, lay-off staff are entitled to severance pay in the amount of not less than the average monthly wage. In addition, for the reduced, the right to receive 2 monthly salaries after dismissal is retained, if they could not find a job for 2 months.

After the employees are dismissed and a full payment is made with them, it is necessary to report to social funds, to the FIU, the Federal Tax Service and the Social Insurance Fund. The reports must bear the mark “Termination of activity”. If the Pension Fund remains in arrears, then within 15 days from the date of submission of the report it is necessary to make all surcharges.

Preparation for verification

The closure of an LLC in the absence of activity does not imply a mandatory tax audit, but regulatory authorities have the right to do so. At the same time, if there is still a check, then it will be on-site, and it does not matter when it was last held. In practice, this is rare, but it is better to be prepared and prepare all the documents as much as possible, and verify that they are completed correctly.

Interim liquidation balance sheet

As soon as the deadline has elapsed since the announcement was made in the media, that is, 2 months, an interim liquidation balance sheet is drawn up. The normative acts do not provide for the form of such a document, but, as judicial practice shows, the balance must nevertheless be drawn up taking into account the requirements for financial statements.

In addition to the information that is indicated in the form No. 1 “Balance sheet”, it is recommended that the following information be entered:

• information about the claims of creditors;
• claims review results.

This information can be entered directly into the balance sheet or issued as an application.

After drawing up the document, it is subject to mandatory approval at the general meeting of shareholders, about which the corresponding protocol is drawn up.

After the balance is approved, it must be submitted to the Federal Tax Service, with the application form P15001, which is certified by a notary, and a copy of the publication in the media. In most cases they require a balance sheet approval protocol, so it is best to take it with you.

The tax service has 5 days to verify documents. If everything is compiled correctly, then the USRLE will be amended accordingly, and the applicant will receive confirmation of the changes made to the registry.

If no operations involving the payment of taxes are planned anymore, then a tax return can be submitted with the balance sheet. In other cases, it is better to hand over the report with the final balance.

Sample filling in the interim liquidation balance sheet:

Accounts payable

If there are debts, the LLC will have to pay them in a certain order:

1. for moral damage or damage to health and life of individuals;
2. full payment of employment contracts, including repayment of debt for authorship;
3. pay off to all funds and the budget;
4. satisfy the rest of the requirements.

In cases where an enterprise does not have enough funds to pay off all creditors, it will have to put up for sale its own property. If even public bidding does not allow you to pay off your debts, you will have to go to court and file for bankruptcy. Although the owners of the enterprise, before starting the closure of the enterprise, know for sure whether there is enough property to pay off their debts, and therefore the latter situation is extremely rare.

Final liquidation balance sheet and property division

Upon completion of settlements with all creditors, it can be said that the procedure for closing an LLC in the absence of activity is already at the final stage. The final liquidation balance sheet is being prepared. The document should display information about the remaining assets to be distributed among the founders. If the assets in the interim balance sheet turn out to be less than in the final one, then the tax service will require clarification. This situation gives rise to suspect dishonesty of participants in the company who tried to temporarily withdraw assets so as not to pay off debt obligations.

After drawing up the final liquidation balance sheet, it must be approved at the general meeting of shareholders, draw up an appropriate protocol. Now you can distribute the assets of the LLC between all owners in relation to their shares.

Final step

As soon as the property is divided and the balance is approved, you must again contact the Federal Tax Service with a statement to close the LLC in the form of P16001, of course, certified by a notary. A liquidation balance sheet, a protocol on its approval, a receipt confirming payment of the state duty, and certificates from the funds that confirm that there is no debt to them are attached to the package of documents.

As soon as 5 working days pass, the territorial body of the Federal Tax Service enters information on the liquidation of the enterprise and gives the applicant a copy of the document from the USRLE on closure.

Termination of a contract with a bank

The Central Bank settled the issue of closing the settlement account of LLC after liquidation. According to the instructions, only the person who opened it can close the account.Before closing, you will need to withdraw the remaining funds, the amount of which can be found by ordering an account statement. When submitting documents for closing, funds can be withdrawn within a week, later there will be no possibility, since the bank has the right to write them off. As a rule, such a condition is stipulated in the contract. Upon closing, the bank will deduct a certain amount for servicing and closing the account.

Transferring documents to the archive

The closure of the LLC in the absence of activity for 3 years and liquidation on other grounds involves the mandatory transfer of documents to the archive. These documents include:

• all documents related to personnel;
• documents whose storage period has not expired;
• temporary storage documents, that is, for a period of up to 10 years.

All documentation is subject to transfer to municipal and state archives.

Stamp destruction

Now that the whole procedure has been completed, you can destroy the seal of the LLC, since there is no longer any need for it. There are two options for destruction:

• Through a special organization, of course, on a paid basis, but with the provision of supporting documents.
• Independent procedure. The procedure is similar, only to destroy the seal of the LLC a commission is created and an act is drawn up.

Both methods are legal.

Closing an LLC is a lengthy procedure requiring strict adherence to all the rules and requirements of regulatory enactments. If at least one requirement is violated, administrative liability may be imposed on the owners of the LLC.