Closing an LLC in the absence of activity: features and procedures

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

Closure of an LLC in the absence of the company's activities - this means the complete cessation of its activities, when other persons do not have the right to receive rights and obligations to it. And the legal entity itself is removed from registration in a number of authorized bodies. All this takes from two weeks to one and a half years and consists of several stages.

If reports were not submitted

Many entrepreneurs are wondering if it is possible to close an LLC in the absence of tax activity in relation to it. At the same time, the authorized structure itself may, after some time, recognize the company as inactive. In other cases, she has the right to impose a fine. So, if a legal entity during the year did not provide any reporting documents to the tax service and did not conduct any financial transactions on any account, it may be declared invalid.

When can a business be closed?

Why, after a certain time of operation of the enterprise, it is possible to close an LLC in the absence of activity. The reasons are most often:

• acquisition or merger;
• bankruptcy;
• constituent decision and more.

The closing procedure includes not only deregistration, but also the correct calculation of all payments, paperwork, cancellation of accounts and reconciliations with partners. The easiest way is to close an LLC in the absence of activities in the general order.

Who decides on liquidation?

The process of dissolution of the company is launched with the filing of a special commission, which includes the founders. It is possible to close an LLC in the absence of activity for 3 years, or for a shorter period. It is carried out on the basis of constituent documents and current legislative acts. Closing can be voluntary or forced when the decision is made through the courts.

This happens if:

• there are errors in the documentation that cannot be changed;
• the activities of the structure do not correspond to any of those specified in the constituent papers;
• if no reports are sent to the tax authority;
• if the state register contains data that the organization is absent at the place of official registration.

LLC Liquidation Procedure

If there is no activity for a certain time, a constituent assembly is convened, at which a decision can be made to terminate the company. This should be recorded in the minutes, after which a liquidation commission is appointed, to which all cases are transferred.structure, if necessary, she represents her interests in court.

Further, the closure of the LLC in the absence of activity and the account is carried out according to the following algorithm:

• the documents on the intention to liquidate the enterprise are submitted to the tax service;
• at the same time, information about the state of the LLC at the stage of termination of work is entered into the Unified State Register of Legal Entities;
• information about the liquidation of the enterprise is published in the media ("State Registration Bulletin" and other newspapers), which cover news about the closure of enterprises. But this may only appear after notification of the decision of the tax office;
• it is necessary to make public the terms and procedure for presenting claims by creditors. They can be at least 2 months after the message appeared;
• It is possible to close an LLC on the basis of an inventory of funds, identification of obligations and the order in which they are fulfilled. If the company had no debts, you need to reconcile finances with social and other structures;
• a liquidation interim balance sheet is drawn up, which, together with the required notification, is sent to the tax authority;
• employees leave with the condition of repayment of all payments;
• final tax calculation in progress;
• reporting documents and declarations are sent to the right authorities;
• LLC is removed from registration in social and insurance funds and the Unified State Register;
• forming the final liquidation balance, which is approved by the appointed commission;
• inaccording to the shares, assets are distributed among the participants;
• state duty is paid through the current account;
• seal is destroyed, financial papers are closed;
• all documents confirming the implementation of measures to liquidate the structure are sent to the tax authority;
• obtaining a certificate.

How much does the procedure cost

Closing an LLC in the absence of activity has its price, but it is difficult to name it right away, since the total amount depends on such factors:

• book value of assets owned by the enterprise;
• debts;
• way to eliminate the structure;
• how the documents were sent.

For example, the state duty for the cancellation of an enterprise is 20 percent of the cost of registration, that is, 800 rubles. Notary services are paid separately - 700 rubles or more. Additional costs are also possible if accounting documents have certain shortcomings. This will need to be corrected with the help of specialists.

Date of plant closure

If we talk about the time of the procedure, then everything here also depends on various factors. Approximately from 2 weeks to one and a half years it takes on average to close an LLC in the absence of activity. The specifics of the situation in which it was eliminated are directly related to this. So, when changing the director and founders, it takes a month, with a merger or acquisition - about 5 months. But in case of bankruptcyyou can close the company within 1.5 years.

Types of liquidation with zero balance

Closing an LLC in the absence of activity is often carried out on the basis of the presence of a zero balance. The company must not have any movements on the accounts, as well as the presence of profit.

There can be three liquidation scenarios in this case:

• voluntary closure - if the business is unprofitable;
• bankruptcy - if it had debts;
• alternative - if it is sold or reorganized.

Liquidation of the enterprise in the presence of debts

A company is declared bankrupt if it has a debt of 100 thousand rubles or more, which has not been paid for 3 or more months, and it is impossible to recover it in a shorter time. If a commercial organization does not have sufficient finances and property to pay off its obligations, it is liquidated according to the following scheme:

• Filing for bankruptcy before the debt deadline;
• the issue of the insolvency of the structure is being considered within a month;
• arbitral tribunal appoints trustee;
• estimated property;
• LLC declared bankrupt;
• court consideration of possible issues that have arisen;
• making an entry in the register of objections.

The last stage is the official liquidation. In this way, in case of debt, closing occursLLC in the absence of activity.

Advantages and disadvantages of different ways to cancel companies

Each method of liquidating an LLC has both positive and negative sides. So, the standard method, practiced in the absence of debts, small turnover and high-quality accounting, has the following advantages:

• the company is permanently excluded from the Unified State Register of Legal Entities;
• minimal risk of the consequences of tax audits.

And the main disadvantage is the duration of the procedure (up to 3 months).

The closing of an LLC in the absence of activity on the basis of bankruptcy is carried out with existing debts.

This method is very reliable and applicable even in the presence of obligations, it is impossible to cancel the liquidation in this case. This procedure completely eliminates the need for a tax audit of the enterprise. The disadvantage is its duration and high cost.

Alternative Liquidation and Reorganization Features

If the closure of an enterprise occurs through a change of leadership to a management company, then this is done in the absence of large debts, counterparties in the form of one-day firms.

The advantage of this method is a quick liquidation in the absence of big problems. It will take only a month and will cost about forty thousand rubles. Its drawback is that the company will nominally still exist, and legal structures may not confirm the legality of the procedure.

There is a similara method when the director or founder is changed to a management structure that is not registered in the territory of the Russian Federation. The condition is the absence of large debts and cooperation with companies - "one-day". Advantages and disadvantages are similar to the previous case.

Another method of liquidating an enterprise is reorganization through acquisition. Its negative and positive aspects are almost the same as those of alternative ways to close a commercial structure. However, the cost will be slightly higher. But the reliability of this method is also in doubt.

It is best to close the company through bankruptcy, and in the absence of debts - by the standard classical method. If the company did not have serious financial problems, and it was not involved in the shadow movements of funds, then everything will happen as quickly as possible.

LLC as a business entity can be closed if necessary, if its owner has decided on the complete liquidation or merger of either organization. The variant of the procedure is chosen by the founder, depending on the circumstances.