Liquidation LLC: step by step instructions. Liquidation LLC with debts: what is the trick?
- a process that is regulated by law. The rules set a certain order of closure of the enterprise. Consider it in more detail.
The first question that entrepreneurs have to face when they decide to close the company is related to the choice of the person who will do this. A special problem is the liquidation of an LLC with debts. Upon termination of the activities of such an enterprise, it is necessary to deal with creditors who make demands. As a rule, in such cases it comes to court. The liquidation of an LLC with debts involves the appointment of a manager who will control the procedure. The company is declared bankrupt, and its property may go under the hammer. If there are no debts, the procedure is greatly simplified.
Liquidation LLC: step by step instructions
The closure of the enterprise takes place in several stages:
- Meeting of participants. On it the decision of founders on liquidation of LLC is made.
- Notification lenders.
- Publication of information.
- Tax audit.
- Collection of documents and submission to the registering service.
Meeting of participants
It addresses the issue of the closure of the enterprise, as well as the appointment of a special commission or person who will accompany the process. After the decision on liquidation of an LLC is made, it is necessary to notify the registering authority about it. This must be done within three days. It does not matter the number of founders. A member of society can be one person. In this case, the actual closure of the enterprise and the liquidation of the founder of the LLC will occur.
For the registering authority it is necessary to prepare:
- The decision to start the procedure, the appointment of a commission or a liquidator.
- Statement on f. P15001. This document must be notarized.
- Sv-va about OGRN and TIN.
- Statement of Incorporation.
- Help statistics codes.
- Memorandum of Association (if there are several participants).
- Copies of passports and TIN members of the commission or the liquidator.
- The seal.
- Receipt of payment of duty.
It is necessary in order to notify all interested parties in the changes taking place. This stage is considered one of the most important for those enterprises that carried out activities and have unfulfilled obligations at the time of closure. In the presence of debts, except for the publication, should be sent to all known lenders notice. It is better to send them by registered letters with notifications. So there will be evidence that the notices were actually sent. This will help avoid various conflicts.
According to art. 89 NK supervisory service can carry out a trip to the company in order to form an intermediate balance sheet. As practice shows, such a check does not always occur. If an LLC is liquidated, which did not produce any activity and, accordingly, did not have expenses and revenues, then it is unlikely that the tax inspectors will come at all. However, you should not think that the check will be avoided. Experts recommend in any case to reconcile budget calculations, completeness of information in the declaration.In the presence of outstanding obligations to the state or in the absence of any documents, the liquidation of the LLC is impossible.
Its main purpose is the establishment of the actual financial situation of the enterprise. Intermediate balance sheet allows you to realistically assess the value of the assets of the company. Its approval is carried out in the presence of an appropriate package of documents. It must be said that they should be submitted 2 months after the publication that the liquidation of the LLC has begun. The instructions for the closure of the company involves mandatory steps, as a result of which it will be possible to hand in the balance to the registering authority. First of all, the meeting should be held again. On it the decision on the statement of balance is made. Further, its actual preparation and verification is carried out. The decision on approval and the balance itself, together with the documents mentioned above and the paper confirming the publication in the official Vestnik, should be submitted to the registration authority. In addition, it is necessary to destroy the seal, close the account in a banking organization, and submit documentation to the archive.
Liquidation of LLC: terms
The procedure, as can be seen, involves quite a lot of steps. It may take a certain amount of time to complete the required activities. In some cases, the process may take up to a year. The longest option to close an enterprise is voluntary liquidation. Despite this, experts consider this form of closure to be the most reliable. Some companies use other options. For example, during the sale process is carried out within two weeks, and the subsequent reorganization can be carried out in 2-3 months.
Notification of the FIU and FSS
Attention should be paid to this stage separately. Previously, notification of funds (pension and insurance) was a legally binding procedure. At the same time, entrepreneurs had to notify the FIU and the FSS within three days. Since January 1, 2015, such a duty no longer exists. For those LLCs that will be liquidated or reorganized, such changes in legislation will greatly simplify the procedure.
Dismissal of employees
With the liquidation of the company is a complete cessation of its activities. Accordingly, the employees of the enterprise are fired.It should be noted that this procedure is strictly regulated by law. TC does not allow violation of the rights of workers. Dismissal of staff - the procedure is quite specific. In order to avoid problems in the interests of the enterprise itself, do everything in accordance with the law. According to the TC, the employer is entitled to dismiss the entire state in case of liquidation of the company. This means that the procedure applies to all categories of employees, even those who are on vacation, including maternity leave. However, the employer must respect the rights of employees.
Requirements of the law
First of all, the employer notifies all staff of the impending closure of the company two months before the proposed liquidation date. The notice is made in duplicate. One is given to each employee, the second remains with the management. From the moment of signing the notification, the countdown of two months begins. In addition, the employer must provide employees with compensation payments. First of all, debts on payment for unused vacation days should be repaid. Also, the law requires employees to pay severance pay.Its value is equal to the average monthly salary. These payments are a priority for a liquidated enterprise that has debts to counterparties.
In practice, there may be cases when an employee does not want to sign a notice of an impending liquidation. Such a refusal may be due to a variety of reasons. In these cases, the employer may use an alternative option. The law provides for the right of the employer to draw up a relevant act. It indicates the fact of the employee’s refusal to sign the notification. This document must be certified by the representative of the employer and the employee. From the moment of signing, the employee is considered dismissed from the enterprise.
Liquidation of an LLC as a whole is not accompanied by particular difficulties if the enterprise has no debts. In the process, the most important thing is to follow the procedure and requirements of the legislation. There are no special tricks at closing the company. In this process, everything should be as transparent and clear as possible. A prerequisite is the publication of the decision in the official gazette.A document confirming this fact will be required by the registering authority. Also do not forget about the state duty. It is also necessary to pay, and attach the receipt to the package of documents. As for the dismissal of employees, the Labor Code provides for the obligation of the employer to ensure the employment of personnel. When liquidated, management should not have any debts to employees. Otherwise, former employees may appeal the actions of the employer in the labor inspectorate or the court.The registration authority will check all submitted documents and make the necessary entries in the registry. From this point on, the company will officially cease operations as an LLC.