Closing an LLC is a lengthy and complex procedure that requires compliance with legal regulations. But knowing about the main stages, you can do without outside help.

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How to close an LLC on your own in 2019? The official closure of an LLC requires compliance with numerous formalities.

It is difficult to understand the legal intricacies, but following step by step instructions you can do without the involvement of specialists. How to close an LLC on your own in 2019?

Important points

When a company ceases to operate, it must be liquidated. If there are no hired employees, there is no need to pay salaries and pay mandatory fees, then the LLC can be frozen.

There are quite a lot of such abandoned organizations. They exist until they are forced to close or are sold.

Can the tax office close an LLC on its own? Yes, but you will first need to obtain a court decision to liquidate the company.

It is not easy to officially close an LLC; you need to comply with a number of formalities established by law. But if it is not possible to sell the organization, and no further activities are planned, then it is necessary to voluntarily liquidate the legal entity.

The procedure for closing an LLC can last from two months to six months. But in some cases the process may take longer. For example, the company has been quite active for several years.

Consequently, you will have to prepare a lot of documents, pay off creditors and employees, and fulfill obligations to the budget. How to properly liquidate an LLC?

What you need to know

There are two ways to close an LLC, using classic or alternative liquidation.

Classic liquidation means a procedure that includes the following steps:

• making an official decision on liquidation;
• transfer of management to a specially appointed liquidator;
• notification of creditors and interested authorities;
• preparation of liquidation reporting;
• notification to the tax office.

That is, classic liquidation is the final closure of an LLC. The result is the receipt of the appropriate certificate and the exclusion of the legal entity from the official register.

Alternative liquidation involves a formal procedure that helps reduce risks.

In this case, it is not the closure of the LLC that occurs, but a change in the organizational and legal form of activity or a change in management.

In the event of alternative liquidation, the LLC changes its form and, from a legal point of view, is no longer considered the same company, although formal changes may only be present on paper.

When planning to close an LLC on your own, it is better to use the classic method.

Acceptable grounds

In what cases is liquidation of an LLC required? The reasons may be:

Normative base

The activities of LLCs are regulated in detail (as amended on July 29, 2017) “About LLC”.

Regarding the liquidation of a company, it is said here that an LLC can be liquidated in voluntarily, but taking into account the norms of the relevant law and the approved society.

Also, liquidation is allowed by court decision on predetermined grounds.

The decision on voluntary liquidation is made by the founders of the company and is accompanied by the formation of a liquidation commission.

The liquidator is given powers to manage the affairs of the organization. Liquidation is carried out in the manner prescribed by the Civil Code of the Russian Federation and other federal laws.

How to close an LLC company yourself

Liquidation of an LLC can occur by various reasons. The option to terminate activities should be chosen based on specific circumstances.

If the company actually ceases operations, then it is best to close the inactive LLC.

This will eliminate any future obligations. How to close an LLC on your own if there was no activity?

In such a situation, it is more advisable to apply classic liquidation, which will take a minimum of time due to the lack of financial transactions.

In case of large losses and the presence of creditors, it is necessary to resort to bankruptcy proceedings. This way you can pay off your debts and write off any outstanding debts.

When an organization merges with another company or the founder changes, the enterprise is reorganized.

In this situation, the owner or organizational form may change. When an LLC is sold, the owner temporarily freezes his activities and begins to look for a buyer.

The sale is accompanied by a change of founders. The most difficult to implement are considered to be mergers with another organization and bankruptcy.

In such cases, consultation and paid assistance from specialists is often required. So in Moscow, liquidation of an LLC will cost approximately 20,000 rubles or more.

The official liquidation of an LLC takes more time, but is easier to complete because it is legally clearer.

Preparation of a package of documents

The following documents will be required to liquidate an LLC:

1. – interim liquidation balance sheet (sample of interim liquidation balance sheet).
2. Decision to approve the interim balance sheet.
3. – notification of approval of the interim balance.
4. – notification of the formation of a liquidation commission.
5. – message about the liquidation of the company.
6. Notification of creditors of liquidation.
7. Decision to approve the liquidation balance sheet.
8. – an application for state registration of a legal entity due to its liquidation.

Step-by-step instruction

Voluntary liquidation of an LLC occurs in a certain sequence. Ignoring any stage is considered unacceptable.

The sequential scheme of actions looks like this:

1. A decision is made on the final liquidation of the enterprise.
2. Interested parties and regulatory structures are notified.
3. Employees of the organization are notified about upcoming dismissal and submit information to the Employment Center.
4. Preparations are being made for a possible tax audit.
5. An interim liquidation balance sheet is formed.
6. Settlements with creditors are carried out in the order of priority established by law.
7. A final balance sheet is drawn up for the remaining assets.
8. The closing package of documents is submitted to the Federal Tax Service.

Decision-making

The list of persons who have the right to liquidate an organization is determined at the legislative level. Liquidation can be initiated by the founders or the court, based on the application of third parties.

When a company voluntarily closes, the decision is made by the immediate owners. Decision-making begins with the convening of a general meeting of founders (owners).

The main agenda of the meeting is the liquidation of the company. The owners must unanimously approve the termination of operations and the official closure legal entity.

As a result of the discussion, an appropriate decision is drawn up. it is formalized by the minutes of the general meeting.

If a company has only one founder, then he alone decides the future fate of the organization and issues a decision to close the enterprise.

Creation of a special commission

After a decision is made to close the LLC, a corresponding notification is submitted to the Federal Tax Service in order to make an entry about the beginning of liquidation in the Unified State Register of Legal Entities.

Only after this can a liquidation commission be appointed. In accordance with such a commission is appointed by the body that made the decision on liquidation.

That is, in this case, the appointment of the commission is carried out by the general meeting of owners or the sole founder.

All rights and powers related to the activities of the company are transferred to the liquidation commission.

From this moment on, the executive body of the LLC (general director) resigns its powers as a manager, transferring them to the liquidator.

The composition of the liquidation commission may include:

• LLC owners;
• representatives of the company's participants (if there is a notary);
• company employees;
• leaders of the company.

Usually, during voluntary liquidation, the chairman of the liquidation commission is appointed, since he is aware of all the nuances of the activity.

But another person can direct the liquidation if the founders decide so. According to the responsibilities of the liquidation commission, the following functions become:

• publication of information about the beginning of liquidation;
• notification of creditors, employees and interested authorities;
• drawing up a balance sheet;
• settlements with creditors;
• sale of property (if it is necessary to pay off obligations);
• distribution of the remaining property among the company's participants;
• submitting documents to the tax office.

The activities of the liquidation commission are terminated after receiving from the Federal Tax Service an official certificate of exclusion of the LLC from the Unified State Register of Legal Entities due to the closure of the enterprise.

Notification of the start of the procedure

All persons must be notified of the liquidation of a legal entity. Since the closure process may not take into account the interests of individual stakeholders, the liquidation process should be public.

To do this, a note about the upcoming closure of the LLC is published in the State Registration Bulletin.

After the publication of the note, all persons who, for any reason, lay claim to the organization’s property can declare their claims.

If the requirements have legal grounds, then the announced creditors are included in the list of persons with whom the organization is obliged to pay before closing.

After the final closure of the LLC, no claims from creditors can be satisfied, since the legal entity no longer exists.

But one note for possible creditors is not enough; it is necessary to prepare notifications for other interested structures.

Tax service

Within three days from the moment the decision is made to close the organization, the tax office at the place of registration of the legal entity is notified.

To do this, the following package of documents is submitted to the Federal Tax Service:

• an application for liquidation of a legal entity, drawn up in form P15001 and certified by a notary;
• minutes of the general meeting of founders;
• decision of the liquidation commission;
• liquidation plan of the organization.

Simultaneously with the notification to the Federal Tax Service, a notification of the termination of the existence of the LLC is submitted to the Unified State Register of Legal Entities. On this basis, an entry about the liquidation procedure of the legal entity is made in the register.

Within five days, the tax authorities must provide an extract from the Unified State Legal Entity. You can notify the tax office by submitting documents in person or by sending valuable letter by mail.

But given that if the documents are filled out incorrectly, the documents may be returned, it is advisable for the chairman of the commission to be personally present when submitting the documents. This will allow you to quickly eliminate identified errors.

Funds

Also, the Pension Fund and the Social Insurance Fund should be notified of the upcoming liquidation within three days.

Samples of the required notifications can be obtained directly by contacting the Funds. Funds should not be expected to be automatically notified by tax authorities.

Until the organization is closed, the required mandatory contributions will continue to be accrued.

In addition, the funds are among the first priority creditors and at the time of liquidation of the LLC, all debts must be repaid.

Creditors

The responsibilities of the liquidation commission include notifying creditors. The initial stage is publication in the "Bulletin", but this note is done to notify possible interested parties or citizens who cannot be contacted for any reason.

If the company has suppliers, investors and other permanent creditors, they should be notified of the commencement of liquidation.

But the commission should take care not only of creditors. The composition of debtors must be checked and receivables collected.

The collected funds are assets of the company, and accordingly, accounts receivable are included in the liquidation balance sheet.

It is important to know that creditors can make their claims within two months of the publication of the winding up notice. All creditors are included in the list, according to which settlements are subsequently made.

Employees and employment centers

Labor legislation protects the interests of workers, therefore employees must be notified of the upcoming dismissal no later than two months before termination.

In this case, employees must be paid their actual wages in full.

In addition, all accrued allowances and allowances are subject to payment.
Dismissal due to the liquidation of the LLC is considered dismissal at the initiative of the employer.

Therefore, employees are paid in the amount of . It is impossible to dismiss an employee before the due date.

Video: LLC liquidation, step-by-step instructions

However, the employee has the right. In this case it is not paid. The employment service must be notified of the upcoming dismissal.

To do this, a letter is drawn up indicating the specialty and terms of remuneration for each dismissed employee.

Information is sent to employment authorities two months before dismissal. If we're talking about about mass dismissal, the notice must be sent three months before the termination of the employment relationship. Mass dismissal is defined as the dismissal of more than fifteen people.

Important! If employees are not notified in a timely manner or are terminated before the expiration of the notice period, this is considered a violation.

Illegally dismissed employees have the right to go to court with a claim for payment of funds for the entire notice period. The court, as a rule, takes the side of the workers.

Preparing for an on-site inspection

Once the tax authorities receive notice of the upcoming liquidation of the organization, they must decide whether it is necessary.

The Federal Tax Service has five days to make a decision. The check should be carried out at the location of the LLC, that is, at legal address companies.

If an audit is ordered, the next stage of liquidation will begin only after all issues with the tax inspectorate have been resolved.

The total duration of the procedure is from two to eight months. At the same time, the correctness of tax calculations, the presence of tax debts and the composition of the company’s reporting are checked.

For your information! If the organization has a zero balance, then in most cases a check is not assigned.

The same applies to organizations using . Therefore, the answer to the question of how to quickly carry out liquidation comes down to making all the calculations before making a decision on liquidation.

But in any case, it is advisable to prepare for the test in advance. It is recommended that, even before making a decision on liquidation, you carry out a tax reconciliation and pay off all existing debts, including the smallest penalties and fines.

Submitting reports

Within two months after publication in the Bulletin of the upcoming liquidation, applications from creditors are accepted. After the expiration of this period, an interim liquidation balance sheet is drawn up.

This accounting document, which displays:

• information about the organization’s property;
• creditors' claims;
• results of consideration of creditor claims.

The compiled balance sheet is submitted for discussion at the general meeting of company participants. If no one has any complaints, the PLB is approved, which is confirmed by the execution of the corresponding decision.

After preparing the interim balance sheet, a notification is drawn up for the tax inspectorate in form 15003. Along with the notification, the following is submitted to the Federal Tax Service:

• intermediate balance;
• decision approving the PLB;
• confirmation of publication in the Bulletin.

Debt settlement

After preparing the interim liquidation balance sheet, settlements with creditors are carried out. First of all, the funds available in the organization’s account are used.

If there is not enough money, the liquidator sells the organization’s property. It is important to note that, unlike an individual entrepreneur, an LLC is liable for obligations only with the assets of the organization.

Members of the company are not required to pay off debts with personal funds. Settlements with creditors are carried out in order of priority:

1. Tax obligations and debt to funds.
2. Payments to dismissed employees.
3. Debts to creditors who have declared their claims.

After completing debt settlements, an inventory is carried out and, based on its results, a final liquidation balance sheet is drawn up, which is also approved by the general meeting of participants.

When submitting an application to the tax office, a fee of 4,000 rubles is paid on behalf of the applicant for registration of termination of activity.

Businessmen who decide to liquidate their organization must know how to do this correctly and legally.

We will identify the 5 most important and relevant methods of liquidating an organization and tell you in which cases one or another option will be effective and efficient.

Voluntary liquidation

This method of closing an organization is the most desirable. Often the reason for such liquidation is loss of interest in the business. As a rule, the company covers all expenses, brings in some profit, and plans are implemented.

Almost all businessmen strive for voluntary closure.

Voluntary liquidation takes place in several stages:

1. Liquidation is carried out necessarily by decision of the commission managing the organization, that is, all participating managers must decide whether or not to close the company. A businessman must collect a commission.
2. Next, you should definitely draw up minutes from the general meeting.
3. Then you need to inform the Federal Tax Service about the liquidation. The notice period is 3 days.
4. Along with the protocol, the head of the organization must send an application drawn up on forms P15001, P15002.
5. The entrepreneur receives a certificate, which means the beginning of liquidation. The FSS and the Pension Fund of the Russian Federation should be notified about this.
6. A liquidation commission is convened, which publishes an announcement in the media about the closure of this company and identifies creditors (Article 63 of the Civil Code of the Russian Federation). The law requires 2 months to identify creditors.
7. If there is a debt, then after 2 months, information about the final balance of the enterprise is transferred to the Federal Tax Service. How to close an LLC with a zero balance yourself - step-by-step instructions
8. To the Federal Tax Service, the head of the organization submits an application on form p16001 with all the necessary documents confirming the balance sheet of the enterprise, the publication of the announcement and the minutes of the meeting.

9. 5 days after submitting the application the manager must receive the final documentation. You should obtain a certificate from the tax office confirming changes to the Unified State Register of Legal Entities.

10. Automatically, without contacting the head of the company, the organization is deregistered with Rosstat.

Remember, during the voluntary liquidation of a company, you will be subject to a full audit by the tax service and the Pension Fund of the Russian Federation.

Accounting and tax documentation must be in perfect order!

Compulsory liquidation

The most undesirable way to close a business is forced. The problem is that this process is carried out only through the courts.

The following may file a claim:

1. Bodies carrying out registration of legal entities.
2. Prosecutor.
3. Tax services.
4. Antimonopoly authorities.
5. Central Bank of the Russian Federation.
6. State authorized body in the field of non-state pension provision.
7. Interested parties in the liquidation of the fund, for example, founders or bodies possessing constituent documentation.

After an appeal from representatives of the above authorities, the court will consider the case.

It is important to understand that there must be compelling reasons to go to court.

The most common reasons that lead to forced liquidation:

1. Gross violations of the law that have caused or are causing an irreparable nature (FZ-31).
2. Conducting business without a license (Article 61 of the Civil Code of the Russian Federation).
3. Carrying out illegal activities (FZ-31).
4. Repeated violation of the law.
5. Bankruptcy (Articles 61 and 65 of the Civil Code of the Russian Federation).
6. Retirement of participants from the partnership (Articles 81 and 86 of the Civil Code of the Russian Federation).
7. An increase in the number of employees in an LLC or OJSC is above the permissible limit (Articles 88 and 97 of the Civil Code of the Russian Federation).
8. Violation of payment authorized capital(Article 90 of the Civil Code of the Russian Federation).
9. Carrying out banking operations without a license.
10. Non-payment of taxes.
11. Failure to submit reports to the tax authorities or the Pension Fund within 1 year.

After the court decision is made, it will be clear whether the enterprise will be liquidated or not.

Liquidation through bankruptcy

This method of closing a business is directly related to inability to fulfill obligations to creditors.

The bankruptcy of a company does not occur instantly. The company is given time - 3 months- to restore financial well-being.

If the organization fails to improve its financial situation, liquidation is envisaged.

Liquidation through bankruptcy can be carried out in two ways:

1. Voluntary. In this case, the head of the organization can begin to act under the most deplorable circumstances, and then prove that you tried to correct the violations.
2. Forced. This option goes through the courts. In this case, you will not be able to solve all the errors and violations and liquidation of the organization will be the only solution.

The court may appoint bankruptcy proceedings when it is no longer possible to pay creditors.

The purpose of such a measure is to search and identify the debtor’s property, liquidate the organization and satisfy the claims of creditors.

The approximate duration of bankruptcy proceedings is six months. During this time, the bankrupt company will be managed by a meeting of creditors or a manager appointed by the court.

After the reporting period, the bankruptcy trustee makes a decision to liquidate or cancel the liquidation of the enterprise. He must submit his application to the court. The judge must then either agree or reject it.

If the decision was not made in favor of the businessman, then within 5 days the tax authorities must issue the appropriate documents on the liquidation of the company through bankruptcy.

Enterprise reorganization

This closing method means transfer of rights and obligations to a third party or persons.

Reorganization is not liquidation. Their differences are that during reorganization the rights are transferred, and in case of closure they disappear.

There are several types of company reorganization. They are used when you do not want to wait for the forced liquidation of the organization or when official closure cannot be carried out.

Let's list what types there are:

1. Merger.
2. Joining.
3. Transformation.
4. Separation.
5. Selection.

In essence, the company is not liquidated, but continues to exist, but under a different name, different legal data, that is, it takes a different form.

Remember that with such a closure of the enterprise, the former manager will still be responsible for violations.

Reorganization can also be forced.(Article 57 of the Civil Code of the Russian Federation). For example, with incorrect documentation, incorrect reporting, operation without a license, etc. Supervisory authorities may decide to reorganize to improve the company's performance, according to the law.

Liquidation by merger

Many entrepreneurs, having opened an LLC and after working for some time, abandon it as unnecessary or due to the lack of the expected result. What to do with an inactive business? There are several options for getting rid of a company, the most reliable of which is to close the LLC without activity. We'll tell you how to do this.

If you have come to the conclusion that society is a dead weight around your neck, start by looking back. How long has it been since the company's inactivity began? Did you give up on time? Do you owe taxes? Any undelivered papers, underpaid amounts, under-sent declarations must be compensated. For late documents and payments, be prepared to pay fines and penalties.

An LLC can exist without activity for no more than 1 year, then the Federal Tax Service will liquidate the organization through a judicial procedure.

Termination of the existence of an LLC without activity

To begin, conduct an internal review of all documentation and evaluate whether all reports have been submitted to the appropriate services. Zero reports had to be sent to the Federal Tax Service, the Pension Fund of the Russian Federation, the Social Insurance Fund, and statistical authorities during all downtime, including quarterly and monthly reports. The missing ones must be submitted as soon as possible, and only then begin to say goodbye to the company.

An LLC can be liquidated if no activity has been carried out through official or sale. The second method will be cheaper and take a little time, but responsibility for the period of operation of the company under your leadership will remain with you.

We suggest that you familiarize yourself with detailed instructions upon termination of the existence of an LLC without activity:

Thus, you notify creditors about your closure - you need to indicate to them the deadlines for accepting claims and its procedure, and then notify them in writing with personal notifications.

If your balance was zero throughout the downtime and your tax returns were submitted on time, this stage may, by decision of the chief head of the Federal Tax Service department, be omitted. In any case, preparation for the inspection is mandatory, since such a possibility cannot be completely excluded.

4. Formation of an interim liquidation balance sheet.

If you have debts, they should be displayed on the balance sheet along with the order in which they were considered. The property owned by the company is also indicated. The tax office must be notified of the formation of the PLB by submitting a notarized application in form P15001.

5. Settlements with creditors.

7. Formation of the final liquidation balance sheet.

You represent him to the Federal Tax Service. You also need to fill out and notarize an application in form P16001, take a certificate from the Pension Fund of the Russian Federation and a receipt for payment in the amount of 800 rubles.

8. Pick up after 5 days at the tax office Required documents, confirming the fact of exclusion of your LLC from the Unified State Register of Legal Entities.

Average liquidation process, unencumbered litigation, takes from 3 to 6 months. This is not such a long period of time for a procedure that will allow you to then calmly start a new business.

Liquidation of an LLC that is not conducting business will free you from liability and unnecessary paperwork. If the company's affairs were conducted cleanly during the operation, there were no unresolved issues with creditors and there was no desire to bother with the closing process, you can have your company. Analyze all the pros and cons possible options It’s all individual for your case.

Liquidation of an LLC is a rather complex and time-consuming process. However, if you adhere to certain rules, you can close the organization yourself, without resorting to the help of third-party specialists.

Before you begin this procedure, you need to know that there are alternative liquidation methods. Perhaps, specifically in your case, it is easier to sell the LLC or change its founders. In such a situation, the organization will continue to exist, but without your participation.

Step-by-step instructions for liquidating an LLC in 2019

An organization can be liquidated voluntarily or by court decision (all cases are listed in Article 61 of the Civil Code of the Russian Federation). This article discusses the voluntary liquidation procedure of an LLC.

The process of voluntary liquidation of an LLC consists of the following stages:

1. Making a decision on liquidation and creating a liquidation commission.
2. Notification of the commencement of liquidation of the tax service.
3. Publication in "Bulletin of State Registration" notices of liquidation.
4. Notification of the fact of liquidation to creditors.
5. Notifying employees and the employment center about the upcoming dismissal.
6. Preparation for a possible on-site inspection from the Federal Tax Service.
7. Drawing up and submitting an interim liquidation balance sheet to the Federal Tax Service.
8. Settlements on the organization's debts.
9. Preparation of liquidation balance sheet and distribution of LLC assets.
10. Submission of the final package of documents to the Federal Tax Service.

Let's look at each of the above stages in more detail:

1. Making a decision on liquidation and creating a liquidation commission

The decision on liquidation is made at general meeting LLC participants. It must be adopted unanimously and formalized in the form minutes of the general meeting participants. If there is only one participant in the organization, then the decision on liquidation is made individually, after which a decision of the sole founder.

It is worth noting that the commission may consist of only one person - the liquidator. The passport details of each member of the commission must be included in the decision (protocol) on liquidation.

The commission or liquidator is vested with full powers to manage the affairs of the company. They represent the organization in court and are responsible for all actions committed at the liquidation stage (Article 62 of the Civil Code of the Russian Federation).

note, starting from March 30, 2015, the functions of the applicant in the liquidation process must be performed by the head of the commission or the liquidator (previously, documents had to be submitted by one of the founders or participants of the LLC).

2. Notification of the tax service and funds about the start of liquidation of the LLC

Within 3 working days after the decision (protocol) on liquidation is made, the following must be submitted to the Federal Tax Service at the place of registration:

• notification in form P15001 (notarized);
• minutes of the meeting of participants or the decision of the sole founder.

5 working days after submitting the documents, the tax office must make an entry in the Unified State Register of Legal Entities stating that the LLC is in the process of liquidation and give you a copy of the sheet confirming the entry of data into the state register.

note, funds (PFR and Social Insurance Fund) no longer need to be notified of the fact of LLC closure. This information should be provided to them by the tax office. True, anything can happen in our country, so this moment It’s better to check with the Federal Tax Service at your place of registration.

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3. Publication in the “Bulletin of State Registration”

It is impossible to liquidate an organization with debts to counterparties without settling relations with them, therefore the liquidation commission must publish a message in the media about the planned termination of the LLC’s activities.

The publication in which such information is published is "Bulletin of State Registration". You can place a notice of liquidation through a special form on the official website of the magazine.

4. Notification of LLC closure to creditors

In addition to publication in "Vestnik" it is necessary to notify your creditors in writing about the start of the liquidation procedure, and also tell about the procedure and deadlines for filing claims and demands on their part (this period must be at least 2 months).

There are no special requirements for the execution of such notices, however, you must have evidence that the creditors were actually aware. They can be registered letters with acknowledgment of delivery or the signatures of the persons receiving the correspondence (in the case of courier delivery).

5. Notification of employees and employment center about dismissal

No later than 2 months before the upcoming dismissal, you must notify your employees of this fact. This must be done by means of a special written notice with a note that the dismissal occurs at the initiative of the employer in connection with the cessation of the organization’s activities.

Written notification must also be provided to the employment authorities. For each employee, the position, profession, specialty, qualification requirements, as well as wage conditions are indicated.

The employment center is notified 2 months before dismissal or 3 months if the dismissal is massive (depending on the region and the specifics of the activity, but usually 15 people or more).

Dismissed employees will need to be paid severance pay in the amount of average monthly earnings. They also retain the right to receive a salary for the period of employment (but no more than 2 months from the date of dismissal).

Reporting for employees

After employees have been fired and full settlement has been made with them, you can send reports to the Pension Fund (form SZV-STAZH), Social Insurance Fund (form 4-FSS) and the Federal Tax Service (Unified calculation of insurance premiums). These calculations must be submitted before submitting the application.

If the liquidation process of the LLC coincided with the end of the reporting year, then you first need to submit the SZV-STAZH and 4-FSS calculations for the past year (in general procedure), and then for the period from the beginning of the year until the filing of the application for liquidation P16001.

Note: on the latest reports to the Pension Fund, Social Insurance Fund and Federal Tax Service, do not forget to check the box title pages– “Cessation of activity.”

Within 15 working days from the date of submission of the last report to the Pension Fund, the amount of contributions (additional payments) is paid, if they were accrued.

In addition, from April 2016, a new monthly report was introduced to the Pension Fund for employers in the SZV-M form. This report must be submitted no later than the 15th day of the following month.

For a company in the process of liquidation, in the absence of employees, a zero SZV-M signed by the liquidator is submitted.

Don’t forget about reports in form 2-NDFL and 6-NDFL. Termination of a company's activities does not relieve the duties of a tax agent. Similar to reporting to the Pension Fund and the Social Insurance Fund, 2-NDFL and 6-NDFL are provided for the period from the beginning of the year until the termination of activities, and if the reporting year has ended, then also for the past period.

6. Preparation for a possible on-site inspection from the Federal Tax Service

After receiving notice of the liquidation of an LLC, tax authorities have the right (but not the obligation) to conduct an on-site audit. Moreover, they can do this regardless of when and for what reason the previous inspection was carried out.

In practice, the tax inspectorate does not always carry out this procedure, and, as a rule, “zero” companies do not check them at all. However, in any case, it is better to prepare for the visit from the Federal Tax Service and put things in order in cash payments and reporting documents in advance.

If the decision on an on-site inspection has already been made, then you can move on to the next stage of liquidation only after the inspection is completed and all issues that arose during its implementation have been resolved.

7. Drawing up and submitting an interim liquidation balance sheet to the Federal Tax Service

There are no special rules for its design, however, arbitrage practice recommends drawing up a balance sheet according to the same principles as financial statements (therefore, it is not recommended to solve this problem on your own without similar experience).

The interim balance must contain:

• information about the organization’s property;
• information on claims made by creditors;
• results of consideration of creditors' claims.

After the document has been drawn up, it must be approved at a meeting of the founders (by the sole founder) and the corresponding protocol (decision) must be drawn up.

• notification in form P15001 certified by a notary (this time in section 2 a tick is placed in clause 2.3);

In addition, many Federal Tax Service Inspectors may additionally require:

• protocol (decision) on approval of the interim liquidation balance sheet;
• documents confirming publication in "Vestnik".

Within 5 working days after accepting the documents, the tax office must enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry into the state register.

Filing a tax return

Together with the interim liquidation balance, you can hand over tax return, but provided that after drawing up the balance sheet, the organization no longer plans to carry out taxable transactions. If such transactions are possible, submit the declaration with the liquidation balance sheet.

For LLCs being liquidated, the last reporting year is the period from January 1 to the date of entry of the liquidation in the Unified State Register of Legal Entities. All company reports must be submitted on time later date making an entry on the liquidation of the organization.

Tax returns are submitted in accordance with the chosen tax system, read more on this page.

8. Settlements on the organization’s existing debts

After the interim balance is approved, the liquidation commission must begin to pay off the organization’s debts.

According to Art. 64 of the Civil Code of the Russian Federation, debts must be paid in the following order:

1. Citizens to whom the LLC is liable for causing moral damage or harm to life and health.
2. Employees according to employment contract(salary and severance pay) and payment of royalties.
3. Calculations for mandatory payments to the budget and off-budget funds(taxes, insurance premiums, fines, etc.).
4. Remaining debts to other creditors.

If there are not enough funds to pay off all the debts of the LLC, then the organization must put its property up for public auction. If in this case, the proceeds received from the sale do not cover all the company’s debts, then the liquidation commission will have to apply to the arbitration court for bankruptcy of the legal entity.

If, even before the start of liquidation, you know for sure that the funds and property of the LLC will not be enough to pay off all existing debts, then it is better to immediately contact bankruptcy specialists (since there are many nuances in carrying out this procedure; it is better not to do it yourself).

9. Preparation of the liquidation balance sheet and distribution of LLC assets

As soon as all debts to contractors, employees and the state are repaid, the liquidation commission must draw up final liquidation balance, containing information about those assets of the company that remain and must be distributed among the participants.

Note: if the assets in the final balance sheet turn out to be greater than in the interim balance sheet, the tax office may request clarification and even refuse liquidation. This is done in order to identify unscrupulous liquidators who temporarily withdraw their assets from the LLC in order not to pay debts to creditors.

The final liquidation balance sheet must be approved at the general meeting of participants (by the sole founder) and the corresponding protocol (decision) on approval must be drawn up.

Only after this, the assets remaining after settlements with creditors can be distributed among the founders (participants) in accordance with their shares in the authorized capital of the organization.

10. Submission of the final package of documents to the tax office

After completing all the above stages, you must submit the final package of documents to the Federal Tax Service:

• application in form P16001 (notarized);
• protocol (decision) on approval of the final liquidation balance sheet;
• receipt of payment of state duty in the amount of 800 rubles.
• certificates from funds confirming the absence of debts (they are not required to be submitted, since the tax office must independently request this data from the Pension Fund and the Social Insurance Fund).

Within 5 working days after submitting the documents, the tax inspectorate will liquidate the LLC, enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry in the state register.

After this, all that remains is to close the bank account, destroy the seal of a specialized organization and hand over the remaining documents of the liquidated company to the archives.

In Russia, liquidating an enterprise is much more difficult than liquidating an individual entrepreneur. The legislation provides for a complex procedure for closing an organization, which consists of a number of stages. Many businessmen try to avoid it, as a result of which non-performing LLCs long time hang in the Unified State Register of Legal Entities without moving.

Organizations are more likely to sell than to liquidate. The only exceptions are problem companies. If you were unable to sell the business, and you don’t want to leave it in limbo, then you can close it yourself. To do this you will need to go through several steps.

Making a decision on liquidation and notifying counterparties

At the very beginning, the process of liquidating an enterprise begins with a decision on this at a general meeting of founders or shareholders. Such a decision is documented in the form of a protocol.

Also at this stage, a liquidation commission is appointed, which may include members of the company’s board, as well as individual employees. For example, an accountant and a lawyer.

Next, you should notify the regulatory authorities, as well as counterparties, about the start of the liquidation procedure. The liquidating organization is obliged to submit a notice of the beginning of the closure process to the State Registration Bulletin for publication. This is necessary so that counterparties who have certain claims against the company have time to declare them before making the corresponding entry in the Unified State Register of Legal Entities.

Dismissal of employees

Further, the procedure for liquidating an enterprise established by law provides for notifying employees of the upcoming dismissal. Each of them must be given written notice about layoffs due to the termination of the organization's work.

In addition, you will need to notify the employment service of the upcoming release. labor resource. To do this, a special form is submitted to the Social Protection Fund with a list of employees, indicating their specialties, wages and qualifications. All this should be done 2 months before the actual reduction of personnel.

If there is a mass layoff, then the employment service will need to be notified three months in advance.

Formation of an interim balance and payment of debts

If you are thinking about how to close a company yourself, then you will need to find a person who can draw up an interim liquidation balance sheet. This is in mandatory should be done by a professional accountant. It will not be possible to create this document on your own without the appropriate knowledge and experience.

After registration, the interim liquidation balance sheet is approved at the general meeting of the company’s owners and sent to the Federal Tax Service, accompanied by a notification drawn up in the form P15001. This notice requires notarization.

• payment of compensation to persons who suffered moral damage or harm to health (if such facts occurred);
• payment of wages and other accruals to employees;
• taxes, contributions and other payments to the budget;
• other types of debt.

Formation of a report to social funds, as well as the final balance sheet

After the employees are dismissed and you transfer to them all due payments, you must report to social funds within a month from that moment. Then, after all debts have been paid, a final liquidation balance sheet is drawn up. This work should also be entrusted to a professional accountant. In accordance with the data of this balance sheet, the property remaining after payment of debts will be divided among the owners in accordance with the size of their shares in the authorized capital.

Submitting an application to the Federal Tax Service to close a company

The liquidation of the company is considered completed after an appropriate entry about it is made in the Unified State Register of Legal Entities. In order for tax officials to make such an entry, you will need to submit the following documents:

• application for liquidation in form P16001 (it will need to be certified by a notary);
• liquidation balance sheet;
• receipt for payment of state duty.

If all the documents are drawn up correctly and the tax authorities have no complaints about them, within five days from the moment the package is submitted to the Unified State Register of Legal Entities, a record of the closure of your company should appear. The fact that the process of liquidation of the company has been completed will be indicated by the issuance of a certificate of termination of its existence and a notice of deregistration. In general, this entire procedure can last from two months to a year or more. But if you carefully prepare and enlist the support of professional lawyers and accountants, then the liquidation of a legal entity will be quick and painless for you.