Many dream to organize their own business. However, in addition to independence and the possibility of good earnings, it carries a considerable share of risk. Therefore, sometimes it happens that the company has to close. This procedure consists of several successive steps that can be carried out with the help of specialists or independently. Consider how the liquidation of LLC. Step-by-step instructions will help to implement this solution without involving third-party organizations.
Why go to this step?
There are many reasons why one decides to close an enterprise. Regulation should be handled with an eye on the law. A limited liability company may be liquidated voluntarily or forcibly. In the latter case, closing is carried out if:
- taxes and state duties are not paid;
- activities subject to compulsory licensing are carried out without it;
- the company does not work for a long period of time;
- revealed violations of the law when opening an LLC;
- crossing the threshold of share capital;
- the activity carried out is contrary to other norms of the law.
Liquidation on a voluntary basis can be carried out for a variety of personal reasons. This may be, for example, poor health, inexpediency of further business, the decision to change the type of activity, and so on.
Who decides to close the company
LLC, if it is liquidated voluntarily, is guided in this procedure by the legislation of the Russian Federation and internal documentation of the organization. The main document in this case is the charter. It also spells out such a possibility.
The decision can be made at the general meeting, the board of directors, as well as the founders.
If in the process of voluntary liquidation it turns out that the organization is bankrupt, then its closure will be governed by the Law on Insolvency. This happens if, after payment of all debts, it turns out that there are still creditors who can no longer repay the debt by the means of the enterprise. In this case, the consent of the LLC participants is not required. And the head is obliged to send a statement about this to the arbitration court.
If liquidation is carried out by force, then such a decision shall be made by the court. Moreover, the initiator of the procedure is not the court, but directly interested persons. They can be those that relate to the company, and third-party people, for example, lenders.
Order of conduct
Consider how to close an LLC. Step-by-step instructions include several points.
1. First, an appropriate decision is made. At this stage, a liquidation commission is elected, which will work by proxy. After the appointment, its members are obliged to transmit the relevant information to the controlling authority within three days. The number of documents submitted includes a decision to initiate and appoint a liquidation commission, as well as a notarized notification in the form of an established template.
2. Further, information on liquidation is published in the Bulletin of State Registration. This step is necessary so that all creditors with legal requirements for the company are notified of the impending closure. The application for publication is submitted in duplicate, and is also accompanied by a letter and receipt of payment for the service.
3. The next step is to notify all available lenders. The company must ensure that documents remain on hand that the notice has been issued. A field tax audit may also be conducted . Although this step is not always carried out. At the same time, all documentation and calculation data are checked.
4. Then hand over the interim balance. But this step can be implemented only two months after the data are published in the Bulletin.
But this is not all that you need to know for those who are interested in the question "how to close the LLC." Step-by-step instructions include information on the obligation to pay all debts of the enterprise. At the same time, you first need to pay off debts to employees: compensation to those people whose life or health was harmed, wages and other payments to employees before and after dismissal. This is followed by taxes and other payments to state authorities, and only after this comes the turn of creditors.
After all debts of the enterprise have been paid, the final liquidation balance is handed over and the LLC closes. To do this:
- statement of established form;
- balance sheet decision;
- balance;
- receipt of payment of state duty;
- certificate from the Pension Fund stating that the organization has no debts.
The last paragraph is no longer mandatory due to the fact that regulatory authorities can exchange data on their own. This is how the question of how to close the LLC is resolved. A step-by-step instruction has not only a certain sequence. For each of the steps, there are deadlines to be met.
The timing
Among other things, during this period the p / s closes, the seal is destroyed, and the company's documents are transferred for storage to the archive. These actions also take some time.
For the closing procedure, it is necessary to pay a state fee, which will not be returned if the termination of the organization is denied.
So, then, when it was decided to liquidate the company and a liquidator was appointed, the latter is obliged to notify the appropriate authority within three days. The Bulletin publishes information on liquidation. Then, after 2 months, an intermediate balance is handed over. The company is given a month to pay all debts. At the end, documents are submitted for tax closure, which considers them within 5 business days and, if the decision is positive, issues a notice on deregistration of the legal entity, as well as a certificate that its activity has been terminated.
How much does it cost to close an LLC in 2016? To date, the state duty is 800 rubles.
Dismissal of employees
What else should be discussed in the framework of the topic: "How to close LLC"? The step-by-step instruction contains a clause that provides a warning to all employees about the upcoming procedure, as well as their dismissal. They should receive a message about the upcoming closure in at least two months. The notice must be in writing, where the employee signs. If for some reason he refuses to do this, an appropriate entry is made in the document, and the witnesses must sign that in their presence the person was informed of the upcoming event. In addition, information should be submitted to the employment service about each employee, which indicates his position, profession, specialty and salary.
If the
mass dismissal of workers is supposed, then they should be notified about it in three months. The concept of "mass" means the presence of 16 or more people in the organization. This is the total. But in a given region, numbers may vary. Upon dismissal, in addition to wages, other payments must be made, for example, vacation pay and compensation.
Well, now the question of how to close an LLC on its own or with the help of specialized organizations can be considered almost closed. However, one cannot fail to note the fact that the procedure in some cases may have a special order.
Bankruptcy
Very often, the
closure of the company is accompanied by bankruptcy proceedings. In this case, the organization has several advantages. For example, this is the only way that debts to creditors can be written off.
Bankruptcy proceedings take longer than liquidation in the usual manner, and take up to 18 months. Often, having learned all the subtleties of resolving the issue of "how to close an LLC on their own," the owners prefer to seek the help of a third-party organization, and these services are far from cheap.
Bankruptcy recognition may be full or simplified. The latter case occurs when the leaders are found not guilty of what happened, and subsidiary liability will not extend to them.
Zero balance
Often there are also cases when they come to the decision to close an LLC with a zero balance. This requires the following conditions:
- lack of activity and profit;
- zero income and expense;
- payment of social contributions;
- provision of all documentation to the tax.
Depending on the position of the company, liquidation may occur:
- on a voluntary basis;
- through bankruptcy proceedings;
- alternative way.
In the latter case, we are talking about the reorganization or sale of the company.
Merger
One alternative way is to merge or join an organization to another firm. At the same time, all participants in the LLC cease operations, and after completion of a number of procedures, a new company is created, which is the successor to the previous one.
During the merger procedure, one LLC is liquidated and transfers all rights to another company along with its payables.
Change of founders
Another alternative way is to close the LLC yourself. It is carried out by changing its founders and CEO. Thus, formally, the LLC continues to exist, but in the vast majority of cases it ceases to conduct business. This information must be entered in the register. The procedure is possible only when the person who assumes authority has not been a member of the LLC before.
Conclusion
When deciding on an independent liquidation, it is necessary to use all available information, of course, priority is given to the latest sources. For example, in order to close an LLC, in 2014 statements were submitted to the supervisory authority on certain forms. It is possible that in subsequent years new ones will be required. All this and much more needs to be thoroughly studied. After all, the same incorrect submission of documents is fraught with the fact that the termination of activity may be refused. And then you will have to not only re-prepare the package of documents, but again pay the state fee.