The procedure for closing a legal entity in the form of an LLC is strictly regulated by law. It implies not only the termination of activities, but also the exclusion of the organization from the Unified State Register of Legal Entities. The conditions for the voluntary liquidation of an LLC are prescribed in Art. 92 ch. 4 of the Civil Code of the Russian Federation and in the 57th article federal law No. 14-FZ of February 8, 1998 (as amended on June 29, 2015). The unanimous decision of all founders is obligatory.

Terms of liquidation of an LLC on a voluntary basis

The two-month period for submitting creditors' claims, which appears in the Civil Code (Article 63), is the only legally defined point that allows you to set a time frame liquidation procedure. In fact, it is often delayed and can be up to six months - deadlines for voluntary liquidation have not been established. This is due to the preparation and submission of documents to the registration authorities and the receipt of notifications, decision personnel issues, settlements with creditors. At each stage, delays may occur, but they do not ultimately affect the rules of procedure for the voluntary liquidation of an LLC.

Voluntary liquidation of an LLC: step by step instructions

The closure of the organization by decision of its founders is carried out in several stages.

Adoption of a unanimous decision on liquidation

It is formalized by the minutes of the general meeting of the founders. Everyone's presence is required. In the case of one founder, a simple sole decision drawn up on paper is sufficient.

Notification of the Federal Tax Service of the upcoming liquidation

The tax office provides:

1. a decision on the voluntary liquidation of an LLC, the formation of a liquidation commission and the appointment of its chairman;
2. notarized form P15001 (official notice of liquidation).

From the moment the above documents are submitted to the tax authority, the liquidation procedure is considered to have started - this is recorded in the Unified State Register of Legal Entities. There is no need to communicate with the funds (PFR, FSS, MHIF) on this matter - they will be notified by the Federal Tax Service.

Creation of a liquidation commission

Its composition and the candidacy of the chairman are discussed and approved at the meeting, which approves the decision on liquidation.

Placement of a notice in the State Registration Bulletin

The public announcement of the termination of the existence of an LLC is aimed at identifying potential creditors. The closure of an economic entity with outstanding debts is prohibited by law. The message in the State Registration Bulletin is obligatory. Along the way, you can place a similar ad in Kommersant. For publication, it is necessary to send the following documents to the media source:

1. Application in two copies;
2. A copy of the decision of the meeting of founders on liquidation, selection of the liquidation commission and its chairman;
3. A copy of the document confirming payment for publication;
4. Cover letter in two copies.

Informing creditors and all interested parties

This is done through custom postal items with notification and delivery of letters against signature. Evidence of receipt by creditors of such notices is required.

Tax audit

The inspectors may turn up before the interim balance is drawn up. But for “pure” companies that draw up the procedure strictly in accordance with the legal procedure for the voluntary liquidation of an LLC, the arrival of the tax authorities will not be a surprise. By this time, reconciliations of settlements with funds and the tax office itself should be carried out. Inspectors are interested in accounting and tax reporting, identifying violations. If there are dogs in front of the budget, liquidation will not be allowed.

Drawing up an interim balance sheet

It is drawn up within two months after the publication in the media of a notice of the upcoming liquidation. It reflects property status organizations before settling accounts with creditors. The tax authority is notified of the approval of the PLB (interim liquidation balance sheet) in the form P15001.

Consideration of creditors' claims and settlement of obligations

All claims submitted within two months after publication in the media are subject to satisfaction. A register of creditors is compiled, taking into account their priority. Settlements with them begin only after the approval of the PLB.

Inventory and liquidation balance sheet

These procedures are final and start after the repayment of all debts of the LLC. Reflected in the data give an idea of ​​the state of the enterprise after the repayment of all obligations. It is drawn up in the form of a regular balance sheet and submitted to the tax office along with the following documents:

1. decision on its approval by the founders;
2. notarized application (form Р16001);
3. receipt for payment of state duty.

The IFTS receives information from their FIU on the status of payments for insurance premiums at the time of closing the organization on its own.

Receipt of notification of the entry of liquidation in the Unified State Register of Legal Entities

From that moment on, the company is considered non-existent, it is illegal to conduct any operations on its behalf.

Closing current accounts

They can be left to the last, making settlements with creditors or selling the property of an LLC by decision of the founders. To close, in addition to the application, provide a notification from the tax office about the exclusion of the organization from the Unified State Register of Legal Entities. The tax office must be notified of the closure of accounts.

Distribution of the remaining property of the LLC between the participants

Upon completion of all the above procedures, the liquidation commission distributes the remaining property among the founders in accordance with their shares. The decision is fixed by an internal document that is not subject to transfer to the registration authorities. A copy of it remains in the archive.

Transfer of documents to the archive

It is primarily about personnel documentation. After the company closes, its former employees should still be able to recover their data. labor activity. Questions may arise from the registration authorities or extrabudgetary funds. The procedure for the voluntary liquidation of an LLC provides for the transfer to the archive of all documentation on financial and economic activities.

Important! Tax and accounting reports are submitted up to the moment of receiving a notification about the exclusion of the organization from the Unified State Register of Legal Entities.

The above procedure for the voluntary liquidation of an LLC can only be applied if the organization has enough funds to pay off its debts, and its property covers the amount of obligations.

Reasons for the voluntary liquidation of an LLC

Most organizations work "to the last" in the hope of establishing a business or exiting it with the least loss. Among the reasons for the voluntary liquidation of an LLC are the following.

• Inexpediency of further economic activity. Participants may lose interest in a low-profit, troubled business.
• Financial difficulties and inability to replenish assets. It could be the consequences economic crisis and illiterate management.
• Violations in the conduct of activities, reporting, fraught with large fines. Until this moment, the company can be quietly closed.
• Preservation business reputation. In order to avoid publicity of unwanted moments, it is easier to close the organization and open a new one, working from scratch. The name and type of activity may remain the same.
• Loss of accounting records. In some cases, it is easier to close a company than to restore its documents.
• Intention to create new company, for which the former will be ballast.

For any of these reasons, a limited liability company can be closed without great expense. The main thing is to analyze the possibility of a full-fledged settlement with creditors, funds and the tax office. The organization falls under the provisions on voluntary liquidation only in the event of a problem-free repayment of all existing obligations.

Automatic liquidation of LLC with zero balance

All the stages described above are passed only by a legal entity that is actively conducting economic activity up to the decision to liquidate.

But, there are so-called idle organizations. They are recognized as legal entities that have not submitted a single mandatory report during the year and have stopped moving at least one of the open current accounts. For such companies, Law No. 129-FZ (clause 1. article 21.1) provides for the automatic closure of an LLC. You do not need to submit documents to the registration authority for this - the tax office itself will take all necessary measures to cancel the entry in the Unified State Register of Legal Entities.

For organizations that have never worked, but registered organizations, a simplified procedure for the automatic closure of an LLC with a zero balance applies. This definition includes companies that have not carried out a single operation since the moment of registration, but submitted all reports in a timely manner. This category also includes enterprises that have not concluded contracts for a long time, do not pay wages, do not conduct production and commercial activity and not having credit and other obligations. Long term refers to a period of more than a year. For them, the procedure is identical to the one described above:

• decision to liquidate
• tax notice,
• publication of a notice in the Bulletin,
• two months waiting for claims,
• tax audit,
• interim and liquidation balance sheet,
• receiving notification of exclusion from the Unified State Register of Legal Entities.

Unlike the option with a working LLC, there are neither debts nor their repayment, the tax audit is carried out quickly and purely formally. In terms of time, such liquidation takes no more than 3.5 months.

The liquidation of an LLC is a rather complicated and time-consuming process. However, if you stick to certain rules, then you can close the organization on your own, without resorting to the help of third-party specialists.

Before starting this procedure, you need to know that there are alternative elimination methods. Perhaps, specifically in your case, it is easier to sell an 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 a court decision (all cases are listed in Article 61 of the Civil Code of the Russian Federation). This article discusses the voluntary procedure for the liquidation of an LLC.

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

1. Deciding on liquidation and creation of a liquidation commission.
2. Liquidation Start Notice tax service.
3. Publication in "Bulletin of state registration" liquidation notices.
4. Notice of liquidation of creditors.
5. Notification of employees and the employment center about the upcoming dismissal.
6. Preparation for a possible on-site inspection from the IFTS.
7. Preparation and submission to the IFTS of an interim liquidation balance sheet.
8. Settlements of the organization's debts.
9. Preparation of the liquidation balance sheet and distribution of LLC assets.
10. Submission to the IFTS of the final package of documents.

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

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

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

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

The commission or the liquidator shall be vested with all the powers to manage the affairs of the company. They represent the organization in court and are responsible for all actions committed at the stage of liquidation (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 one of the founders or participants of the LLC had to submit documents).

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

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

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

5 working days after the submission of documents, the tax inspectorate 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 State Register.

note, funds (PFR and FSS) no longer need to notify about the fact of closing an LLC. This information they must be provided by the tax office. True, everything happens in our country, therefore this moment it is better to check with the IFTS at the place of registration.

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3. Publication in the State Registration Bulletin

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.

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 journal.

4. Notification of the closure of LLC creditors

In addition to publishing in "Vestnik" it is necessary to notify your creditors in writing about the beginning of the liquidation procedure, as well as tell them about the procedure and terms for filing claims and demands on their part ( given term must be at least 2 months).

Special clearance requirements such notices not established, however, you must be left with evidence that the creditors were actually aware. They can be registered letters with a return receipt or signatures of the persons who received the correspondence (in the case of courier delivery).

5. Notification of employees and the employment center about dismissal

Not later than 2 months before the upcoming dismissal, it is necessary to notify your employees about this fact. This must be done through a special written notice with a note that the dismissal occurs at the initiative of the employer in connection with the termination of the organization.

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

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

Dismissed workers will need to pay severance pay in the amount of the average monthly earnings. They also retain the right to receive a salary for the period of employment (but not more than 2 months from the date of dismissal).

Employee reporting

After the employees are dismissed and a full settlement has been made with them, reports can be sent to the FIU (form SZV-STAZH), FSS (form 4-FSS) and IFTS (Unified calculation of insurance premiums). These calculations must be submitted before the application is submitted.

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

Note: on the latest reports to the FIU, FSS and IFTS, do not forget to put a mark on title pages- Termination of activities.

Within 15 working days from the date of submission of the last reporting to the FIU, the amount of contributions (additional payments) is paid, if there was any accrual.

In addition, since April 2016, a new monthly report has been introduced to the Pension Fund for employers in the form SZV-M. The specified 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, the zero SZV-M signed by the liquidator.

Do not forget about reports in the form 2-NDFL and 6-NDFL. The termination of the company's activities does not relieve the duties of a tax agent. Similarly, reporting to the PFR and the FSS, 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 a notice of liquidation of an LLC, the 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 check was carried out.

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

If the decision to conduct an on-site inspection has already been made, then it is possible to proceed to the next stage of liquidation only after the completion of the inspection and the settlement of all issues that arose during its conduct.

7. Compilation and submission to the IFTS of an interim liquidation balance sheet

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 sheet must contain:

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

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

• notification in the form P15001 certified by a notary (this time, in section 2, a checkmark is placed in paragraph 2.3);

In addition, many IFTS may additionally require:

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

Within 5 working days after the receipt of the documents, the tax inspectorate must 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.

Filing a tax return

Together with the interim liquidation balance sheet, you can submit a tax return, but on the condition that after the balance sheet is drawn up, the organization no longer plans to conduct taxable transactions. If such operations are possible, submit the declaration with the liquidation balance sheet.

For liquidated LLCs, the last reporting year is the period from January 1 to the date of making an entry on liquidation in the Unified State Register of Legal Entities. All reporting on the company must be submitted no later than the date of making an entry on the liquidation of the organization.

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

8. Calculations on the organization's debts

After the interim balance sheet is approved, the liquidation commission needs to start paying 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 harm or harm to life and health.
2. Employees for employment contract(salary and severance pay) and royalties.
3. Calculations on mandatory payments to the budget and extra-budgetary funds (taxes, insurance premiums, fines, etc.).
4. Remaining debts to other creditors.

If a Money is not enough to pay off all the debts of the LLC, then the organization needs to put up its property for public auction. If in this case the proceeds received from the sale do not cover all the debts of the company, then the liquidation commission will have to apply to the arbitration court with a bankruptcy petition for the legal entity.

If, even before the start of liquidation, you know for sure that the funds and property of the LLC are not 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 on your own, it is better not to deal with it).

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

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

Note: if the assets in the final balance turn out to be more than in the intermediate one, then the tax office may ask for clarification and even refuse to liquidate. 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 a general meeting of participants (by the sole founder) and an appropriate protocol (decision) on approval must be drawn up.

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

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

After passing all the above steps, you must submit the final package of documents to the IFTS:

• application in the 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 authority must independently request this data from the FIU and the FSS).

Within 5 working days after the submission of 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 that, all that remains is to close the bank account, destroy the seal in a specialized organization and hand over the remaining documents of the liquidated company to the archive.

Voluntary liquidation of a legala person allows him to complete his activities by excluding him from the state register (USRLE), thus relieving shareholders from liability. Owners themselves should initiate this procedure. So the first thing to do is organize general meeting and make a decision.

After that, the composition of the liquidation commission (liquidator) is determined. It may include founders, employees of the company or other persons. Their task is to accompany and control the entire process.

The cost also depends on the specific situation. If the company has debt, then the price tag will usually be higher. An organization that competently kept accounting will be easier to liquidate. Each case will have its own algorithm of actions. You can’t just stop the activity, the responsibility will still remain with the founders. Therefore, it should be removed. This can be done not only through the liquidation process, but also through alternative ways. For example, through sales. State regulation in this area is quite strict. Therefore, it is better to carry out any of the procedures under the supervision of specialists.It is important that their competence matches the complexity of the case.

Procedure for voluntary liquidation of a legal entity

On average, the process takes 6 to 8 months. It is difficult to carry it out on your own - specialized knowledge and control are required.

1) Informing creditors. For this, a publication is made in the Bulletin. Creditors are given two months to submit their claims.

2) A tax audit is underway. The legislation establishes that regardless of when the last verification actions were carried out, they are re-appointed before liquidation. As a rule, if the turnover is small, then the check may not be scheduled.

3) A liquidation balance sheet is drawn up. The value of all property and assets is taken into account. It also indicates the debt of the company.

4) Settlements with creditors. Payments will be made in accordance with the procedure established by the legislation of the Russian Federation.

5) Drawing up the final liquidation balance sheet taking into account the remaining funds.

6) Exclusion of a legal entity from the Unified State Register of Legal Entities.

Briden Consulting has been involved in the closure of legal entities since its inception and is ready to help carry out this process quickly, reliably and without consequences. Read reviews of completed projects on the website.

Voluntary liquidation of LLC

After volunteering, the company completely ceases to operate, and the founders are released from liability to creditors, tax and internal affairs authorities. It should be immediately noted that this method is used only for organizations without debts and other problems.

The procedure for the voluntary liquidation of an LLCincludes 6 stages:

1. Decision-making. To do this, a meeting of participants must be held.

2. Commission appointment. It also takes place at the general meeting.

3. Publication in a specialized publication.

4. Reporting to creditors. The order in which payments will be made is determined.

5. Tax audit.

6. Distribution of the liquidation balance. After paying all debts and fines, the amount is determined, which is divided between the founders.

All these actions are best performed under the supervision of specialists. Mistakes at any of the stages can lead to loss of time, effort and money. It is important to know and remember that, most likely, you will have to undergo an on-site tax audit. For companies with small turnovers, this is not scary, but if the movement of funds exceeds 100 million rubles or more. per year, then this issue should be approached quite carefully. Our experts have already made more than 700 liquidations and are always ready to help you. Ask your questions at

Voluntary liquidation of an LLC with debts

This method is used when the company is able to pay off all debts. The procedure for payment is strictly regulated by law. First of all, the organization is obliged to pay off obligations to employees and only then to state funds.

Voluntary liquidation of LLCchosen by entrepreneurs who care about the reputation of the brand and who do not want to appear in the register of legal entities. persons as bankrupt.

If you want to terminate the activities of the company as quickly as possible, then it is better to use alternative methods of liquidation. For example, you can sell entity. Thus removing all responsibility for it.Consultation with our specialist is free.

We will carry out this procedure in 4-6 months. The service includes full support at all stages. We always meet the deadlines, because we understand in advance all the features of this process.

For each specific situation, an individual step by step plan actions, which should take into account all the nuances and features. That is why it is a long and rather costly procedure. The amount depends on many parameters. You can find out by contacting our manager and telling him your situation.

An important nuance of closing a legal entity is whose initiative it is. It is better if the representatives of the company apply themselves. In this case, there will be a number of advantages. For example, it will be possible to choose a liquidator yourself.

Voluntary liquidation of LLC: price

The cost of voluntary liquidation of an LLCwe start from 40,000 rubles. The exact price always depends on your situation. At the same time, we can assure that the desired result will undoubtedly be achieved!

The reasons for closing a legal entity may be different:

· poor economic situation in the region;

· inexpediency of further work;

· problems with regulatory authorities;

· inability to repay debts to creditors;

· other personal factors.

Voluntary liquidation of LLC (value in Moscow)is carried out on the basis of the procedure provided for by the law of the Russian Federation of 08.08.2001 No. 129-FZ.

It includes the following steps:

1. Decision-making. Based on the minutes of the meeting of founders, the composition of the liquidation commission is appointed. Her h Members are required to act strictly in the public interest.

2. Notification of the authorities of the registration service. Within three days of the decision being made, the applicant files a notice on Form P15001. A written application is sent to the tax authorities, the FIU and the FSS.

The decision to voluntarily liquidate a company can be taken for a number of different reasons, but the procedure and procedures for liquidation are mandatory for everyone. From September 1, 2017, the period for voluntary liquidation is limited for LLC participants.

In practice, there are several ways to liquidate companies. The company can be liquidated both voluntarily (i.e. the decision to terminate activities is made by the founders of the company), and in a forced (by decision of state bodies) order.

The general liquidation regulations prescribe the passage of a number of stages, the total duration of which is about 6 months.

Most often, the following methods of company liquidation are used: change of founders, company reorganization, bankruptcy, final closing of the company.

What does the liquidation of a company mean?

The definition of the concept of liquidation is contained in the Civil Code of the Russian Federation. According to the Civil Code of the Russian Federation, the liquidation of a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons, with the exception of cases provided for by federal law (clause 1, article 61 of the Civil Code of the Russian Federation).

What will change from September 1, 2017?

From September 1, 2017, LLC participants who have made a decision on the voluntary liquidation of the company must take into account the provisions of clauses 6 and 7 of Article 57 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter according to the text - Law No. 14-FZ) as amended by the Federal Law of December 28, 2016 No. 488-FZ.

What has changed since September 1, 2017?

The term for the liquidation of the company, set by its participants or the body that made the decision to liquidate it, cannot exceed one year, and if the liquidation of the company cannot be completed within the specified period, this period may be extended at judicial order, but not more than six months (clause 6, article 57 of Law No. 14-FZ)

Until September 1, 2017, Article 57 of Law No. 14-FZ did not contain such restrictive terms. In practice, the period of liquidation depended on the presence of debts of the company, the company's activity or not, and a number of other factors.

Since the liquidation procedure of the company included such stages as:

• making a decision on the voluntary liquidation of an LLC, appointing a liquidation commission;
• notification of employees about the liquidation of the company 2 months in advance (clause 1, part 1, article 81 of the Labor Code of the Russian Federation);
• notification tax office at the location of the company on the commencement of the liquidation procedure (within three working days - clause 1 of Article 62 of the Civil Code of the Russian Federation) and on the appointment of a liquidator (liquidation commission);
• notification of all known creditors about the beginning of the closing of the company;
• publication of the liquidation of the company in the State Registration Bulletin;
• preparation and approval by the LLC participants of the interim liquidation balance sheet (two months after the publication in the Bulletin);
• debt repayment to creditors, incl. and final settlement with LLC employees;
• registration of the liquidation balance sheet with the tax office at the location of the company, then in general the liquidation process depended on the passage of each of the stages.

CALCULATOR OF THE LIQUIDATION LLC SERVICE

If a company with debts and employees was liquidated, then its liquidation could be delayed for an indefinite period.

What do the new rules (in terms of time limits) mean for the liquidation of an LLC? The total period of liquidation of the company cannot be more than a year. Therefore, LLC participants must determine the liquidation period within a year.

The one-year term for the liquidation of an LLC may be extended by the court, but not more than for 6 months.

And if the LLC participants or the body that made the decision to liquidate the company cancels the earlier decision on its liquidation or the expiration of the one-year period specified in paragraph 6 of Article 57, a second decision on the voluntary liquidation of the LLC is possible no earlier than after 6 months from the date of entering information about this in the Unified State Legal Entity (clause 7 of article 57 of Law No. 14-FZ).

This means that if the period allotted within a year for the liquidation of the LLC expires or the participants in the LLC (or the body that made the decision to liquidate) cancel their decision, it is impossible to immediately make a second decision to liquidate the company. Repeated liquidation of an LLC can be carried out no earlier than after 6 months from the date of entering information about this in the Unified State Legal Entity.

How to meet the allotted time for the liquidation of the company?

Companies that are going to voluntarily liquidate need to determine in advance the time period for each stage of the liquidation of the company. And, if possible, the passage of each of the stages of liquidation of the company to reduce. For example, to conduct an inventory of calculations in advance and identify the exact amount of debt to creditors.

Carry out the liquidation of an LLC as soon as possible help companies that specialize in providing such services.

The liquidation of companies in Moscow by RosCo is taking place in compliance with actual changes in legislation, taking into account individual characteristics situations. Employees of the company will help to do everything quickly and correctly, as they have extensive experience in performing all procedures.

Termination of activities (voluntary liquidation) of a company is a legally complex process that takes several months and takes place in strict accordance with the norms of the law.

The procedure is voluntary, or, as it is often called in practice, "official"; liquidation involves the exclusion of the company from the Unified State Register of Legal Entities (EGRLE), which means the termination of the activities of a legal entity without succession, that is, without transferring its rights and obligations to other persons. This is a guaranteed way for all participants, founders and leaders of the organization to avoid future claims from state bodies, extra-budgetary funds or counterparties for the period of their activities within the liquidated organization.

During the voluntary liquidation procedure tax authority has the right to conduct an extraordinary on-site tax audit of the activities of a legal entity. However, in practice this does not happen often.

Nevertheless, entering into the voluntary liquidation procedure, you must be ready to pay off possible claims of creditors, you must be sure that your company's accounting and tax reporting is completely “clean”, and be prepared for a possible tax audit.

Our experts will offer you the fastest and most legal way to liquidate your company and help you solve all related problems.

The procedure for the official liquidation of a legal entity

Simplified order official liquidation legal entities (for example, liquidation of an LLC) is as follows:

• The participants make a decision on liquidation, appoint a liquidation commission (liquidator), to which the powers to manage the affairs of the legal entity are transferred. Participants must, within three days, writing notify the decision to liquidate, as well as inform the registration body at the location of the liquidated legal entity about the formation of the liquidation commission (appointment of the liquidator), on the basis of which an entry is made in the Unified State Register of Legal Entities (EGRLE) that the legal entity is located in liquidation process. From the moment the decision to liquidate a legal entity is made, the deadline for fulfilling its obligations to creditors is considered to have come.
• The company publishes a notice of its liquidation in the press ("State Registration Bulletin"). From this moment, during the period established by the organization, creditors can present their claims. According to paragraph 1 of Art. 63 Civil Code RF, this period cannot be less than two months.
• During the liquidation process, the territorial tax authority may appoint an on-site tax audit, regardless of the time and subject of the previous audit. At the same time, a period not exceeding three calendar years preceding the year in which the decision to conduct an audit was made is checked (clause 11, article 89 of the Tax Code of the Russian Federation).
• After the deadline for submitting claims by creditors, the liquidation commission (liquidator) draws up an interim liquidation balance sheet, which contains information about the composition of the organization's property, a list of claims submitted by creditors, as well as the results of their consideration. The liquidation commission (liquidator) notifies the registering body of the preparation of an interim liquidation balance sheet. In addition, at this stage, liquidation reporting is submitted to extra-budgetary funds and tax reporting is submitted ahead of schedule.
• A legal entity in liquidation makes settlements with creditors. Pay sums of money creditors of a liquidated legal entity is made by the liquidation commission (liquidator) in the order of priority established by Article 64 of the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the date of its approval, with the exception of creditors of the third and fourth priority, payments to which are made after a month from the date of approval of the interim liquidation balance sheet. If the liquidation commission establishes the insufficiency of the property of a legal entity to satisfy all the claims of creditors, further liquidation of the legal entity can be carried out only in bankruptcy.
• After settlements with all creditors, a (final) liquidation balance sheet is drawn up, which is approved by the participants of the legal entity. The liquidation balance sheet must confirm the absence of claims from creditors and third parties.
• On the basis of the liquidation balance sheet, the property remaining after settlements with creditors is subject to distribution among the LLC participants.
• Liquidation Commission(liquidator) closes the bank accounts of the firm. At the same time, the company's accounts can be closed earlier - by the time the liquidation balance sheet is submitted. However, in practice it is not recommended to close the current account until reconciliation with the tax authority and extra-budgetary funds has been made and all reports have been submitted.
• An application for state registration of an organization in connection with its liquidation, with the submission of a liquidation balance sheet, is sent to the registering body. State registration the liquidation of a legal entity is carried out within a period of not more than five working days and is confirmed by the issuance of a certificate of liquidation of the legal entity. It is at this stage that the direction electronic requests to the tax authority and the Pension Fund in order to confirm the absence of requirements for the payment of taxes, fees, penalties and fines, as well as to submit the necessary reporting. Previously, legal entities had to submit certificates to the registration authority on the absence of debts to the Pension Fund, but now the necessary information is submitted by the authorities themselves in in electronic format. At the same time, the organization is removed from tax accounting and from accounting in pension fund and the Social Insurance Fund.

The liquidation of a legal entity is considered completed, and the legal entity is considered to have terminated its activities, after making an entry about this in the Unified State Register of Legal Entities.

As you can see, the procedure for voluntary (official) liquidation is complex and complex process, which proceeds step by step, certain deadlines and requires management of legal and accounting training, experience with government bodies. Lack of liquidation experience threatens owners with unpleasant consequences, such as delaying the liquidation process, refusal to register liquidation at the last stage due to mistakes made at certain stages, and as a result, possible tax losses. We recommend that owners of a liquidated business contact professionals who have experience in solving such complex problems.