How to close an LLC? Step by step instructions 2017

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

When the owner of an organization asks the question: “How to close an LLC in order to avoid problems with the tax office and law enforcement agencies?” - then, first of all, it is worth understanding for what reason the owners of the organization make the appropriate decision. In each case, the sequence of actions will be different.

1 case. The company is no longer active. Zero balances for rent

Quite often there is a situation when the company's activities have ceased, but the company is not officially liquidated, since the procedure for closing a legal entity provides for a mandatory tax audit. How to close an LLC in this case? The owners of a limited liability company should take into account that taxes for the last 3 (three) years before the decision to liquidate are subject to collection. If the company has not conducted activity for three years, then it has minimal riskadditional taxes.

Voluntary liquidation of a limited liability company is governed by Art. 57 of the Law "On Limited Liability Companies" dated 08.02.1998 N 14-FZ and the Civil Code of the Russian Federation.

Sequence of steps for the voluntary liquidation of an LLC in 2017:

1. Owners (founders) of a legal entity must decide at the general meeting to liquidate the legal entity.
2. Within 3 (three) days, submit an application in form N P15001 to the authorized body at the location of the legal entity with the application of the decision on liquidation in writing. All documents are submitted by a person en titled to act without a power of attorney on behalf of a legal entity.
3. The registering authority makes an entry in the Unified State Register of Legal Entities that this legal entity is in the process of liquidation.
4. The founders of a legal entity who have made a decision on liquidation are required to publish information on the liquidation of the LLC in the State Registration Bulletin.
5. It is worth considering that actions to liquidate a legal entity are carried out at the expense of its property. If there is not enough property, then the obligation to finance the liquidation falls on the participants of the liquidated LLC.
6. Participants of an LLC in liquidation appoint a liquidator and establish the terms and procedure for the liquidation of a legal entity.
7. If during the liquidation of the company a debt is revealed that cannot be repaid from the existing property, the company will be obliged to go into bankruptcy proceedings.
8. After the end of the submission of creditors' claims,those. after 2 (two) months, the limited liability company represented by the liquidator draws up an interim liquidation balance sheet approved by the founders.
9. If property remains after the satisfaction of creditors' claims, it is subject to distribution among the participants of the company, and in the event of a dispute over the procedure for transferring property, it is subject to sale at auction. The resulting profit is distributed among the participants according to their shares.
10. After the completion of the liquidation procedure, a legal entity is considered liquidated when information about this is entered into the Unified Register of Legal Entities.

2 case. The company is operating. Financial results are not satisfactory. There are debts to fiscal authorities and other creditors

This type of liquidation of an LLC is regulated by the Law "On Insolvency (Bankruptcy)" of October 26, 2002 N 127-FZ.

According to Art. 9 127-FZ, the head of a legal entity, including in the form of a limited liability company, is obliged to file a bankruptcy petition with the Arbitration Court:

- if the company has a debt, in which the satisfaction of the requirements of one creditor will lead to the inability to fulfill the requirements of other creditors;

- if the management of the company has decided to file for bankruptcy in accordance with the Articles of Association of the legal entity;

- if foreclosure on the debtor's property, for example, as a result of a court decision, makes it impossible to continue the economic activity of the LLC;

- there are signsinsolvency of the organization, insufficiency of the property of the organization;

- there is a debt to employees of a legal entity.

Also, the liquidator of a limited liability company is obliged to file a bankruptcy petition with the Arbitration Court if signs of the impossibility of satisfying creditors' claims during the liquidation of the LLC are found.

After filing a bankruptcy petition with the Arbitration Court, a decision is made either to accept the bankruptcy petition or to refuse to accept the petition.

When accepting an application, the court appoints a bankruptcy (arbitration) manager, and also decides on financing the bankruptcy procedure. It should be borne in mind that the services of an arbitration manager in 2017 cost 30 (thirty) thousand rubles a month.

The publication of information about bankruptcy in the Bulletin of the EFRSB and the Kommersant newspaper must also be paid.

Information that the company is in bankruptcy proceedings is entered into the Unified State Register of Legal Entities.

When conducting bankruptcy proceedings, the bankruptcy trustee performs the functions of holding a meeting of creditors and compiling a register of creditors, identifies and sells the debtor's property, and brings the debtor's controlling persons to subsidiary liability.

Controlling persons of the debtor - a legal entity - these are persons who have the right to issue binding orders. Usually, the controlling persons of the debtor are the CEO and founders, who have more than 10% of the share in the authorized capital.

Since 2017-28-06, significantly expandedopportunities for creditors to bring controlling persons to subsidiary liability.

Liquidation of an LLC through bankruptcy also ends with the exclusion of a legal entity from the Unified State Register of Legal Entities.

3 case. A decision was made to reorganize a legal entity in the form of an LLC by merging or joining legal entities

Reorganization through merger regulated by Art. 57 Civil Code of the Russian Federation. Reorganization can be carried out by merging, accession, separation, separation, transformation of legal entities.

1. A decision is made on the reorganization of a legal entity in the form of an LLC by the body of the legal entity authorized to make such a decision (sole founder or general meeting of participants).
2. A deed of transfer is drawn up, which reflects the succession of all obligations of the reorganized company. The deed of transfer is approved by the founders of the LLC or the body that made the decision on the reorganization. The deed of transfer is mandatory transferred to the body carrying out state registration.
3. The tax office, which is responsible for the reorganization of legal entities, is submitted form Р12003.
4. Article 60 of the Civil Code of the Russian Federation provides for guarantees of the rights of creditors during the reorganization of legal entities. Thus, a reorganized LLC, after entering information into the Unified State Register of Legal Entities about the start of the reorganization procedure, publishes a notice of its reorganization in the State Registration Bulletin twice within two months. Creditors of a legal entity have the right to submit their claims ahead of schedule in connection withreorganization, but no later than 30 (thirty) days from the date of the last publication in the Bulletin.
5. It should be borne in mind that the Civil Code of the Russian Federation now directly provides in paragraph 3 of Art. 60 joint and several liability of the executives of the reorganized company for obligations incurred to creditors. In case of impossibility to execute or compensate losses ahead of time to such a creditor, compensation occurs at the expense of the funds of persons en titled to act on behalf of the reorganized legal entity.
6. After the termination of the activities of the merged legal entity, an application is submitted in the form P16003 to the state registration authority.
7. If a new legal entity is created during the reorganization process, then an application is submitted to the registering authority in the form P12001.
8. After the completion of the reorganization, information on the termination of the activities of the reorganized LLC is entered into the Unified State Register of Legal Entities.

It is worth considering that in 2017 the tax inspectorates, which are authorized state bodies for the registration, liquidation and reorganization of commercial legal entities, are closely monitoring that the reorganization of legal entities does not have signs of " alternative liquidation". If there are suspicions that the legal entity being reorganized simply wants to avoid liability for the debts of the company in this way, the reorganization is refused. According to statistics, in 2017, more than 90% of companies' applications for the reorganization of legal entities were refused for one reason or another.

Therefore, the specialists of the Center for Liquidation and Bankruptcy advise you inif the company has no debts, close it officially, and if there is a debt, initiate bankruptcy proceedings, which will help to avoid further subsidiary liability for the debts of the company's founders and company executives.

Detailed consultation on issues related to the liquidation of an LLC:

Center for Liquidation and Bankruptcy