If you are the sole founder of the LLC and have decided to cease operations, the article will help in this matter. Consider how the liquidation of an LLC with a single participant is carried out. A step-by-step instruction contains a detailed description of how to do this.
Liquidation and its types
Most often, they begin to think about liquidation when the company has accumulated too many debts or is not involved in any activities at all. Liquidation can be of three types:
- voluntary;
- forced;
- in the form of bankruptcy.
The first option will be possible only if the organization’s funds are enough to pay off the debt. Almost the entire procedure, which consists of a step-by-step instruction on the liquidation of an LLC with a single participant, is set out in the Civil Code. It is applicable to the elimination of all legal entities. persons. Consider this process in order.
First a decision is made
The founder makes the decision on voluntary liquidation on his own. When there are several participants, a protocol is drawn up. And in the case of a single participant, only his decision is required. A step-by-step instruction on the liquidation of an LLC with a single participant begins with a conclusion on the following issues:
- on liquidation;
- on the appointment of a liquidator.
In some cases (in large organizations) it is advisable to appoint a liquidation commission. But this will not affect the process itself. If subsequently it is necessary to change the liquidator or members of the liquidation commission, this usually does not cause a problem.
Tax notice
The liquidator sends to the tax notice of liquidation according to a certain model (P15001). This should be done within three days since the decision on the liquidation of the enterprise.
Together with the notification, the decision of the sole participant on the liquidation of the company is submitted . Within five working days, the registration authority issues a certificate stating that the company is in the process of liquidation.
Previously, a step-by-step instruction on the liquidation of an LLC with a single participant contained a clause on the need to notify extrabudgetary funds. However, at present (since May 2014) this obligation has dropped. In any case, the FIU and the FSS will learn this information through the internal system of electronic document circulation.
The question arises as to whether activities can continue during the liquidation of the enterprise? The answer is yes. Of course, activity is possible, but since the liquidation process has begun, certain obligations are imposed on the liquidator and the firm as a whole. Therefore, the activity should first of all be aimed precisely at elimination.
Publication
After receiving the record from the tax authority, they proceed to the next stage, when information on the liquidation is published in a special publication - “Vestnik gos. registration ". After that, you need to wait two months.
All issues related to the publication can be found on the website of the publication. In addition, an application is filled out there. After verification, the manager pays and submits the relevant documents. If the organization has an electronic signature, then all actions can be implemented sitting at the computer.
The Herald comes out on Wednesdays. For publication provide:
- two application forms;
- two cover letters;
- a sheet on the commencement of liquidation received from the registration authority;
- decision to start registration;
- receipt of payment.
As soon as the publication appears, over the next two months of waiting, you can simultaneously resolve related issues.
Creditors Notice
Identifying creditors is the main issue in the liquidation process. After all, if there is not enough money to pay off debts, then voluntary liquidation will result in bankruptcy proceedings.
It is believed that a notice in creditors can be called a publication in the "Herald". However, in order to avoid misunderstandings and unnecessary risks, it is better if the step-by-step instruction on the liquidation of an LLC with a single participant contains an additional notification of all known creditors. Notification may be sent in free form by valuable letter.
During the period that is specifically set aside for notification, you can do the archive. A lot of documents should be stored in any organization, some of which should be in the regional branch of the archive. For example, personnel information will help employees understand past work activities. To transfer documents to the archive, you must contact the appropriate department, bring the documents into proper form and transfer them to storage for a fee. This procedure is required. However, only a few companies adhere to it (mainly large organizations).
Liquidation balance sheet
The interim liquidation balance sheet should contain all of the company's obligations, assets and material resources. The liquidation of an LLC with a single participant with debts along with this document will move forward significantly. After all, this is actually the final paper, which reflects the state of affairs of the company on the basis of the information collected. It indicates who, how much and to whom owes, what financial situation is available. It is advisable that at this stage all disputed issues with the tax authority, the FIU and the FSS should already be resolved.
The interim liquidation balance sheet does not have a specific form. In fact, they usually take the balance sheet as a basis, but with the addition of data that the company has no lawsuits and lawsuits filed when the company is being liquidated with a single participant.
A step-by-step instruction assigns a significant role to the liquidation balance sheet. It should be drawn up taking into account that:
- two months from the date of publication passed;
- there are no legal disputes with the organization;
- field inspection was not carried out.
Tax audit
An on-site inspection is another stage with which the liquidation of an LLC with a single participant is carried out. The instruction contains certain provisions regarding this, but the on-site inspection procedure is not always assigned.
If it is started, then the liquidation balance sheet will not be surrendered until it is completed. The main reasons why the tax decides to start an audit are suspicions that taxes were not paid accurately. The same goes for reporting. An on-site inspection will be appointed the more likely the higher the turnover of the company. For this, there must be a well-functioning accounting department.
But if the company functioned in the Moscow region with a small turnover, then there is no need to worry about verification. The main thing is that taxes are paid and reporting is delivered on time.
Imagine that the audit was carried out or was not appointed at all, all the conditions are met, which at this moment involves the independent liquidation of the LLC with a single participant. The step-by-step instruction further consists in submitting a notification to the tax authority in the form of P15001. In principle, no additional documents are needed. However, in case of doubt, the following package can be submitted to the registration authority, except for notification:
- interim liquidation balance sheet (the stamp of the tax authority was required on it earlier, now this is not necessary);
- decision on its approval;
- copy of the publication page.
Such completeness of information for the tax will be more than enough.
Final actions
Five days (workers) after the documents were submitted, the registration authority issues a record sheet. With it in your hands, you come to the final stage of understanding how to liquidate an LLC with a single participant. Step-by-step instructions are given in detail in the article.
What else needs to be done at this stage is to deal with the remaining property and check whether the issue with the Pension Fund has been resolved. The last point is very important. Therefore, it is best to personally go there and make sure that there are no more fines or other outstanding payments left. Next, close the current account.
When all organizational issues are settled and issues with creditors are resolved, all that remains is to notify the tax again of the approval of the liquidation balance sheet. Moreover, it is not at all necessary that the liquidation of an LLC with a single participant and a zero balance be obtained in the end. The main thing is that it reflects calculations that coincide with the interim balance sheet.
Both one species and another have no special approved form. Therefore, an intermediate with the necessary additions can serve as the basis.
This time the registration authority is notified by providing the following documents:
- a statement of the established form 16001, in which there must be a notarized signature of the liquidator;
- receipt of state duty;
- decision on approval of the document (liquidation balance sheet);
- balance sheet signed by the liquidator;
- certificate from the FIU stating that the organization has no more debts.
Sometimes the FIU does not issue a certificate, explaining this by the fact that the tax inspectorate will already see information through electronic document management. Then you need to make sure that no fines are no longer hanging on the company.
Bankruptcy
Bankruptcy proceedings are appointed if the organization is no longer able to pay off all its debts at its own expense. This is a worthy option, but it should be carried out very carefully, since mistakes can even lead to criminal proceedings.
Bankruptcy liquidation takes place according to a simplified scheme or a standard one.
Usually, the voluntary liquidation of an LLC with a single stakeholder begins. The instruction, a sample of which is given above, will help to understand the standard scheme. But if, at the time the interim liquidation balance sheet is drawn up, it turns out that the company cannot repay the debt, the process will continue under the insolvency law, that is, bankruptcy.
Then, an application for declaring the LLC bankrupt should be filed with the arbitration court. The court appoints a manager. In this case, the candidacy will be chosen by one of those that the debtor himself will offer. This is a big plus of this method of liquidation, since in this case you can count on loyalty on the part of the manager.
If an official design scheme is proposed, then after the court has recognized the fact of bankruptcy, the company establishes first supervision, and then competitive management. After this, the usual steps of the bankruptcy procedure follow.
Alternative way: change of founders
To avoid long-term liquidation, such a method as changing the main persons of the company, that is, the founder and the chief accountant, can help. This is the easiest option and will take no more than 14 days in duration. Also, the method is the cheapest of all.
However, there are some pitfalls. The fact is that the entry in the Unified Register about the original founder also remains. Therefore, there is a risk that subsequent founders may bring the former to subsidiary liability.
Reorganization - Affiliation
This option is more advantageous than the previous one, because in this case the entry from the Unified State Register of Legal Entities is still excluded and there are few documents needed to implement the reorganization. But it will take 2-3 months. Also in this case, it is recommended to first change the leadership, that is, in fact, implement the first proposed option. At the same time, there is a risk of being brought to subsidiary liability.
Liquidation of an LLC with a single participant: no activity was carried out
This option is the simplest. It means that the company has no profit and it also has no debts. Such an LLC can be easily liquidated:
- The usual scheme, which includes the steps described above.
- An alternative method, involving, for example, a sale or reorganization.
- An organization will not be declared bankrupt for the simple reason that it has no debts. Such a company closes very simply, since there are no field inspections or even interest from the tax authorities.
Conclusion
In the article, we examined different ways of how to liquidate an LLC with a single participant. The instruction is more related to the voluntary type of liquidation. Usually, if the bookkeeping in the company was carried out properly, then such liquidation of the enterprise takes no more than four months, after which the LLC is excluded from the register.