How to close LLC? Step-by-step instruction 2017

When the owner of the organization asks the question: "How to properly close the LLC in order to avoid problems with the tax inspection and law enforcement agencies?" - First of all, it is worthwhile to understand why the owners of the organization make the appropriate decision. In each case, the sequence of actions will be different.

1 case. The company no longer operates. Nil balances are given up

Quite often there is a situation wherethe company's activities ceased, but the company is not officially liquidated, as the procedure for closing a legal entity provides for mandatory tax audit. How to close the LLC in this case? The owners of a limited liability company should bear in mind that taxes are levied for 3 (three) last years prior to the decision to liquidate. If the company has not been operating for three years, then it has a minimal risk of additional charges on taxes.

Voluntary liquidation of a limited liability company is regulated by Art. 57 of the Law "On Limited Liability Companies" of 08.02.1998 N 14-FZ and the Civil Code of the Russian Federation.

The procedure for the voluntary liquidation of LLC in 2017:

1. Owners (founders) of a legal entity must, at a general meeting, take a decision to liquidate a legal entity.
2. Within 3 (three) days, submit the application formN Р15001 to the authorized body at the location of the legal entity with the appendix of the decision on liquidation in writing. All documents are submitted by a person who has the right to act without a power of attorney on behalf of a legal entity.
3. The registering body shall enter a record in the Unified State Register of Legal Entities that this legal entity is in the process of liquidation.
4. The founders of a legal entity that has taken a decision on liquidation are required to publish information on the liquidation of LLCs in the "Bulletin of State Registration".
5. It is worth considering that the liquidation actionsa legal entity is carried out at the expense of its property. If the property is insufficient, then the obligation to finance the liquidation is borne by the participants of the liquidated LLC.
6. The participants of the liquidated LLC appoint a liquidator and establish the terms and procedure for the liquidation of the legal entity.
7. If in the process of liquidation of the company there will be a debt that can not be repaid from the existing property, the company will have to transfer in the bankruptcy procedure.
8. After the end of the presentation of requirementscreditors, i. after 2 (two) months, the limited liability company in the person of the liquidator shall prepare an interim liquidation balance approved by the founders.
9. If after satisfying the requirements of creditorsremains property, it is subject to distribution among the participants of the company, and in the presence of a dispute on the procedure for the transfer of property, is subject to sale by auction. The received profit is distributed among the participants according to their shares.
10. After completion of the liquidation procedure, a legal entity is considered liquidated when information on this is entered in the Unified Register of Legal Entities.

2 case. The company is doing business. Financial results are not satisfactory. There are debts to fiscal bodies and other creditors

This type of liquidation of LLC is regulated by the Law "On Insolvency (Bankruptcy)" of 26.10.2002 N 127-FZ.

According to Art. 9 127-FZ, the head of a legal entity, including in the form of a limited liability company, must file an application for bankruptcy with the Arbitration Court:

- if an enterprise has arrears, in which satisfaction of the claims of one creditor will lead to the inability to fulfill the claims of other creditors;

- if the management of the company has decided to file an application for bankruptcy in accordance with the Charter of the legal entity;

- If foreclosure on the debtor's property, for example, as a result of a court decision, makes it impossible to continue the economic activities of the LLC;

- there are signs of insolvency of the organization, insufficiency of the organization's property;

- there is a debt to employees of a legal entity.

Also, the liquidator of a limited companythe responsibility is obliged to file an application for bankruptcy with the Arbitration Court in the event that there are signs of impossibility of satisfying the claims of creditors in the liquidation of the LLC.

After filing an application for bankruptcy with the Arbitration Court, a decision is made either to accept an application for bankruptcy or to refuse to accept the application.

Upon acceptance of the application, the court appoints a(arbitration) administrator, and also decides on financing the bankruptcy procedure. It should be borne in mind that the services of the arbitration manager are in 2017 30 (thirty) thousand rubles a month.

Also, the publication of bankruptcy information should be paid in the Bulletin of the EDB and the newspaper Kommersant.

Information that the enterprise is in the bankruptcy procedure is entered in the Unified State Register of Legal Entities.

In the conduct of bankruptcy proceedingsthe bankruptcy trustee performs the functions of holding a meeting of creditors and compiling a register of creditors, identifies and implements the property of the debtor, involves the supervisory authorities of the debtor in subsidiary responsibility.

The controlling persons of the debtor-legal entity- these are persons who have the right to issue binding orders. Usually, the controlling persons of the debtor are the general director and founders who hold more than 10% of the share in the authorized capital.

Since June 28, 2017, the creditors have significantly expanded their ability to bring supervisory officials to subsidiary responsibility.

Liquidation of LLC through bankruptcy also ends with the exception of a legal entity from the Unified State Register of Legal Entities.

3 case. A decision was taken to reorganize a legal entity in the form of an LLC through the merger or acquisition of legal entities.

The reorganization through merger is regulated by Art. 57 Art. Civil Code of the Russian Federation. Reorganization can be carried out by merger, merger, division, separation, transformation of legal entities.

1. A decision is made to reorganize a legal entity in the form of an LLC authorized to adopt such a decision by a legal entity (solely by the founder or general meeting of participants).
2. A transfer deed is drawn up in whichreflects the succession of all obligations of the reorganized society. The transfer act is approved by the founders of the LLC or the body that made the decision on the reorganization. The transfer act is obligatory transferred to the body that is carrying out the state registration.
3. The tax inspection, which is entrusted with the functions of reorganizing legal entities, submits the form P12003.
4. Article 60 of the Civil Code provides for guarantees of rightscreditors in the reorganization of legal entities. So, the reorganized company, after entering information in the Unified State Register of Legal Entities about the beginning of the reorganization procedure, publishes a notice on its reorganization in the "Bulletin of State Registration" twice within two months. Creditors of a legal entity have the right to present their claims ahead of schedule in connection with the reorganization, but no later than 30 (thirty) days after the last publication in the "Bulletin".
5. It is worth bearing in mind that the Civil Code of the Russian Federation is now directlyprovides for in paragraph 3 of Art. 60 joint responsibility of the governing bodies of the reorganized company for the obligations incurred by creditors. In the event that it is impossible to fulfill or compensate loss to such a creditor ahead of schedule, the refund is made at the expense of the funds of persons entitled to act on behalf of the reorganized legal entity.
6. After the termination of the activity of the merged legal entity, an application shall be submitted in the form P16003 to the state registration authority.
7. If a new legal entity is created in the process of reorganization, an application is filed with the registration authority in the form P12001.
8. After the reorganization is completed, information on the termination of the activities of the reorganized LLC is entered in the USRLE.

It should be borne in mind that in 2017 taxinspections that are authorized state bodies for the registration, liquidation and reorganization of commercial legal entities, closely monitor that the reorganization of legal entities does not have any signs of "alternative liquidation". In case of suspicions that the reorganized legal entity simply thus wants to avoid responsibility for the company's debts, the reorganization is refused. According to statistics in 2017, more than 90% of the applications of companies with the application for reorganization of legal entities were refused for one reason or another.

Therefore, the specialists of the Center for Liquidation andbankruptcy is advised to you in case the company has no debts, close it formally, and if there is a debt, initiate a bankruptcy procedure that will help to avoid in the future a subsidiary responsibility for the debts of the company's founders and company heads.

Detailed advice on issues related to the liquidation of LLC:

Center for Liquidation and Bankruptcy http://oscps.ru/