Liquidation of an LLC is a rather energy-consuming procedure that can be performed without the help of specialists. When closing an LLC, one should proceed from the regulations. If all documents are filled in correctly and provided on time, the procedure will take place without additional costs. It is much more difficult to liquidate a company with debts, since you will have to fulfill your financial obligations, otherwise the tax authorities will refuse to liquidate. If a legal entity is unable to pay off its debts, it is better to start bankruptcy proceedings.
Step one
Any changes to the constituent documents must be registered with the tax office. Each stage of liquidation is reflected in the Unified State Register of Legal Entities, for example, after the first application has been submitted, a mark "in the stage of liquidation" will appear in the register. This document will be required to submit an advertisement to the media.
To successfully complete all stages of this procedure, it is necessary to correctly fill out and submit documents to the registration authorities on time. Before starting, it is best to conduct a tax reconciliation with your inspectorate, since any debt to the budget can cause a refusal to liquidate. A certificate on the state of settlements with the budget is prepared in about 10 days; to obtain it, it is enough to apply with an application to the inspector.
Any actions related to the registration of a company must be approved by the board of founders. For this, meetings are held. Sometimes one person acts as the founder, but this does not mean that the meeting should not be held. In this case, the decision is made alone, respectively, and the protocol is signed by one person. In the event that there are many participants, consent to register changes must be signed by all those present at the meeting.
The minutes of the meeting must contain the following information: registration data of the company, passport data of the members of the Company. The protocol also stipulates the composition of the liquidation commission, a liquidator is elected who will deal with this procedure.
Within 3 days after signing the protocol by the participants, the liquidator must send a statement to the Federal Tax Service on the decision. To register liquidation, you must submit a notification to the Federal Tax Service in the form of R15001. To register the changes, the decision of the members of the Society will also be required. The application must be signed in the presence of a notary.
It should be noted that on the last page of the application, the name of the liquidator should be written by hand, otherwise the inspection may not accept the completed document and the person will have to fill out a new application and pay for the notary's services again. In a notary's office, to confirm the signature, you will need the minutes of the general meeting, registration documents, the liquidator's passport and, accordingly, the application itself.
You can independently submit a notification in the P15001 form and the minutes of the general meeting to the tax office, or you can send it by mail with a list of attachments. In the second case, it should be remembered that if documents are submitted by mail, then you will have to receive a response from the registering authority through the operator of the postal network.
Step two
After making an entry in the register that the company has begun the closure procedure, the liquidator must publish a notice of the upcoming liquidation in the journal "Bulletin of State Registration". You can place an ad through a special form on the official resource of the magazine, or through representatives of the magazine, who are in almost every major city. Self-filing is cheaper. Filling out the form is easy. On the site, after entering all the registration data, an ad will be generated automatically.
It is necessary to publish a notice of liquidation so that creditors can present their claims before the end of the procedure. According to the law, the liquidator must notify his counterparties in writing about the deadline for filing claims. This period cannot be less than 2 months from the date of publication of the announcement. During the same period, the tax inspectorate may conduct an on-site audit of the company, so the company must prepare in advance for interaction with the authorities. After verification and settlements with creditors, the organization has the right to close current accounts in banks.
Step three
After 2 months, the liquidator must hold a meeting again to approve the interim accounts. In this case, a balance sheet is necessary in order to determine the property status of the company. The reporting must contain information about the property of the LLC, the authorized capital. In addition, the reporting must contain information about the claims of creditors.
The interim balance must be provided to the inspector in the same folder with the P15001 statement, and it must be certified by a notary. In the notice of liquidation in section 2, there must be a tick in clause 2.4. The report can be sent via an electronic service, but the application will have to be submitted personally, and together with the accepted balance. Within 5 days, the tax inspectorate, on the basis of the documents received, makes an entry into the Unified State Register of Legal Entities.
Step four
After the company has paid off all the debts to the budget and its counterparties, you can proceed to the final step. At this stage, a liquidation balance sheet is drawn up, all reporting is submitted, including to the FIU and the FSS. The same statements should be submitted to the pension fund as for the year. In the column containing information about employees, the date of dismissal should be put.
The financial statements provided at the very end must be approved by the board of founders. The inspectorate accepts the balance sheet in one folder with a notary-certified application R16001 and the minutes of the meeting. In addition, you must pay the state fee for making changes (800 rubles). If everything is in order with the documents, the company will be liquidated in the next week.
Important notes
If the organization has employees, they must be notified in writing about further manipulations with the organization two months before the start of liquidation. In practice, most often, such documents are drawn up in the form of an order. All dismissed employees must receive severance pay as a result. If you do not follow these recommendations, you can run into a sickly fine.
If the company has financial obligations to the budget, the tax issues should be resolved in advance.
