In some cases, liquidation of an LLC is the only way out in order not to build up accounts payable and preserve assets. The general rules for implementing this procedure for a limited liability company are established by Articles 61–65 of the Civil Code of the Russian Federation and are specified in Article 57 of the Federal Law “On Limited Liability Companies.
Instructions
Step 1
Liquidation of an LLC is the termination of its existence as a legal entity and subject of civil turnover. The main feature of this process is the lack of legal succession, i.e. rights and obligations do not pass to other persons.
Step 2
According to the law, this procedure can be carried out voluntarily or compulsorily on the basis of a court decision.
Step 3
Self-liquidation is a very complicated and time-consuming process. To begin with, at the general meeting of founders, the board of directors or director makes a proposal to liquidate the company and form a special liquidation commission. From the moment of her appointment, the right to manage the activities of the enterprise passes to her. She publishes in the media printed information about the liquidation of the company, informs the creditors about the upcoming procedure, as well as the procedure and terms for filing claims. This period cannot be less than two months from the date of publication of the publication.
Step 4
Within three days after the documentary registration of the final intention to close the company, the commission must inform the tax authority by filling out and submitting special forms.
Step 5
At the end of the period during which the interested parties could apply for the fulfillment of their outstanding obligations, a so-called interim liquidation balance sheet is prepared. It contains financial information about the company, its assets and liabilities.
Step 6
The next step in the liquidation procedure is to pay off debts to creditors. For this, there is a priority established by law. First of all, payments are made to individuals to compensate for damage caused to health and life as a result of the main activity of the enterprise; in the second, wages, benefits, bonuses and other employee benefits are paid. Then the obligations to the budget and extra-budgetary funds are fulfilled and other debts are paid off.
Step 7
Further, the liquidation commission carries out a full calculation of taxes and other obligatory payments, submits declarations and deregistered with the Pension Fund of the Russian Federation, FSS, FOMS and EGRPO, distributes the remaining assets between the founders of the company according to their share participation.
Step 8
The business closure procedure ends with the provision of the final liquidation balance sheet and the receipt of a certificate of state liquidation of the legal entity.
