Voluntary liquidation of a legal entity (LLC, JSC). Voluntary liquidation Limited liability company voluntary liquidation

1.1. This document defines the policy of Limited Liability Company "" (hereinafter referred to as the Company) regarding the processing of personal data.

1.2 This Policy has been developed in accordance with the current legislation of the Russian Federation on personal data.

1.3 This Policy applies to all processes of collection, recording, systematization, accumulation, storage, clarification, extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data carried out using automation tools and without the use of such means.

1.4. The policy is strictly followed by the Company's employees.

Definitions

Personal Information- any information relating to a directly or indirectly identified or identifiable individual (subject of personal data);

operator- state body, municipal body, legal entity or individual, independently or jointly with other persons organizing and (or) carrying out the processing of personal data, as well as determining the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data;

processing of personal data- any action (operation) or set of actions (operations) performed using automation tools or without the use of such means with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;

automated processing of personal data- processing of personal data using computer technology;

dissemination of personal data- actions aimed at disclosing personal data to an indefinite number of persons;

provision of personal data- actions aimed at disclosing personal data to a certain person or a certain circle of persons;

blocking of personal data- temporary cessation of processing of personal data (except for cases where processing is necessary to clarify personal data);

destruction of personal data- actions as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which material media of personal data are destroyed;

depersonalization of personal data- actions as a result of which it becomes impossible to determine the ownership of personal data to a specific subject of personal data without the use of additional information;

personal data information system- a set of personal data contained in databases and information technologies and technical means that ensure their processing.

Principles and conditions for processing personal data

3.1. The processing of personal data is carried out on the basis of the following principles:

1) The processing of personal data is carried out on a legal and fair basis;

2) The processing of personal data is limited to the achievement of specific, predetermined and legitimate purposes. Processing of personal data that is incompatible with the purposes of collecting personal data is not permitted;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes incompatible with each other;

4) Only those personal data that meet the purposes of their processing are subject to processing;

6) When processing personal data, the accuracy of personal data, their sufficiency, and, if necessary, relevance in relation to the stated purposes of their processing are ensured.

7) The storage of personal data is carried out in a form that makes it possible to identify the subject of personal data no longer than required by the purposes of processing personal data, unless the period for storing personal data is established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. The processed personal data is subject to destruction or depersonalization upon achievement of the processing goals or in the event of loss of the need to achieve these goals, unless otherwise provided by federal law.

8) The Company in its activities proceeds from the fact that the subject of personal data provides accurate and reliable information during interaction with the Company and notifies Company representatives about changes in his personal data.

3.2. The company processes personal data only in the following cases:

processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
the processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
processing of personal data is necessary for the execution of a judicial act, an act of another body or official that is subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
processing of personal data is necessary for the execution of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as for concluding an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be a beneficiary or guarantor;
the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if obtaining the consent of the subject of personal data is impossible;

3.4. The company has the right to entrust the processing of personal data of citizens to third parties on the basis of an agreement concluded with these persons.
Persons processing personal data on behalf of Start Legal Company LLC undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ “On Personal Data”. For each person, a list of actions (operations) with personal data is determined that will be performed by the legal entity processing personal data, the purposes of processing, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing is established, and requirements for the protection of processed personal data are specified. data.

3.5. If the Company entrusts the processing of personal data to another person, the Company is responsible to the subject of personal data for the actions of the said person. The person processing personal data on behalf of the Company is responsible to the Company.

3.6. The Company does not make decisions based solely on automated processing of personal data that give rise to legal consequences in relation to the subject of personal data or otherwise affect his rights and legitimate interests.

3.7. The company destroys or depersonalizes personal data upon achieving the purposes of processing or in the event of the loss of the need to achieve the purpose of processing.

Subjects of personal data

4.1. The company processes personal data of the following persons:

employees of the Company, as well as entities with whom civil contracts have been concluded;
candidates to fill vacant positions in the Company;
clients of LLC Legal Company "Start";
users of the website of LLC Legal Company "Start";

4.2. In some cases, the Company may also process personal data of representatives of the above-mentioned personal data subjects authorized on the basis of a power of attorney.

Rights of personal data subjects

5.1. The subject of personal data whose data is processed by the Company has the right to:

5.1.1. Receive from the Company within the time limits provided for by law the following information:

confirmation of the fact of processing of personal data by LLC Legal Company “Start”;
on the legal grounds and purposes of processing personal data;
about the methods used by the Company for processing personal data;
about the name and location of the Company;
about persons who have access to personal data or to whom personal data may be disclosed on the basis of an agreement with LLC Legal Company "Start" or on the basis of federal law;
a list of processed personal data relating to the citizen from whom the request was received and the source of its receipt, unless a different procedure for providing such data is provided for by federal law;
about the terms of processing of personal data, including the periods of their storage;
on the procedure for a citizen to exercise the rights provided for by the Federal Law “On Personal Data” No. 152-FZ;
name and address of the person processing personal data on behalf of the Company;
other information provided for by the Federal Law “On Personal Data” No. 152-FZ or other federal laws.

5.1.2. Request clarification of your personal data, their blocking or destruction if the personal data is incomplete, outdated, inaccurate, illegally obtained or is not necessary for the stated purpose of processing.

5.1.3. Withdraw your consent to the processing of personal data.

5.1.4. Demand the elimination of unlawful actions of the Company in relation to his personal data.

5.1.5. Appeal the actions or inaction of the Company to the Federal Service for Supervision of Communications, Information Technology and Mass Communications or in court if a citizen believes that LLC Legal Company “Start” is processing his personal data in violation of the requirements of Federal Law No. 152- Federal Law “On Personal Data” or otherwise violates his rights and freedoms.

5.1.6. To protect your rights and legitimate interests, including compensation for losses and/or compensation for moral damage in court.

Responsibilities of the Company

6.1. In accordance with the requirements of Federal Law No. 152-FZ “On Personal Data”, the Company is obliged to:

Provide the subject of personal data, upon his request, with information regarding the processing of his personal data, or, on legal grounds, provide a reasoned refusal containing a reference to the provisions of the Federal Law.
At the request of the personal data subject, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or is not necessary for the stated purpose of processing.
Keep a log of requests from personal data subjects, which should record requests from personal data subjects to receive personal data, as well as facts about the provision of personal data in response to these requests.
Notify the subject of personal data about the processing of personal data if the personal data was not received from the subject of personal data.

The following cases are exceptions:

The subject of personal data is notified of the processing of his personal data by the relevant operator;

Personal data was obtained by the Company on the basis of federal law or in connection with the execution of an agreement to which the subject is a party or beneficiary or guarantor.

Personal data was obtained from a publicly available source;

Providing the subject of personal data with the information contained in the Notice of processing of personal data violates the rights and legitimate interests of third parties.

6.2. If the purpose of processing personal data is achieved, the Company is obliged to immediately stop processing personal data and destroy the relevant personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by the agreement to which the subject is a party, beneficiary or guarantor personal data, another agreement between the Company and the subject of personal data, or if the Company does not have the right to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-FZ “On Personal Data” or other federal laws.

6.3. If the subject of personal data withdraws consent to the processing of his personal data, the Company is obliged to stop processing personal data and destroy personal data within a period not exceeding thirty days from the date of receipt of the said withdrawal, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

6.4. If a subject receives a request to stop processing personal data in order to promote goods, works, and services on the market, the Company is obliged to immediately stop processing personal data.

6.5. The company is obliged to process personal data only with the written consent of the subject of personal data, in cases provided for by Federal Law.

6.7. The company is obliged to explain to the subject of personal data the legal consequences of refusal to provide his personal data if the provision of personal data is mandatory in accordance with Federal Law.

6.8. Notify the subject of personal data or his representative about all changes concerning the corresponding subject of personal data.

Information about the measures taken to protect personal data

7.1. When processing personal data, the Company takes the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other unlawful actions in relation to personal data.

7.2. Ensuring the security of personal data is achieved, in particular:

identifying threats to the security of personal data during their processing in personal data information systems;
application of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems necessary to fulfill the requirements for the protection of personal data, the implementation of which ensures the levels of personal data security established by the Government of the Russian Federation;
the use of information security means that have passed the compliance assessment procedure in accordance with the established procedure;
assessing the effectiveness of measures taken to ensure the security of personal data before putting into operation the personal data information system;
taking into account computer storage media of personal data;
detecting facts of unauthorized access to personal data and taking measures;
restoration of personal data modified or destroyed due to unauthorized access to it;
establishing rules for access to personal data processed in the personal data information system, as well as ensuring registration and accounting of all actions performed with personal data in the personal data information system;
control over the measures taken to ensure the security of personal data and the level of security of personal data information systems.
assessment of the harm that may be caused to subjects of personal data in the event of a violation of the legislation of the Russian Federation in the field of personal data, the relationship between this harm and the measures taken aimed at ensuring compliance with the legislation of the Russian Federation in the field of personal data.

There are situations in life when a company urgently needs to be liquidated. There are legal reasons for this. And sometimes businesses are forced to cease operations.

What is this

Liquidation is a legal and procedural action, as a result of which an enterprise ceases to operate as a legal entity.

Information about such an enterprise, which could be either a legal entity or an individual entrepreneur, is removed from the Unified State Register of Legal Entities or Unified State Register of Individual Entrepreneurs.

Difference from forced

There are different types of liquidation:

voluntary;
and forced.

The basis for voluntary liquidation is the decision of the founders, and for forced liquidation - a court decision.

The grounds for voluntary liquidation include:

expiration of the period for which the separate division was created;
the purpose for which the separate unit was created has been achieved;
conflict of interests of the parent company;
other contradictory circumstances leading to liquidation.

That is, voluntary liquidation is possible upon the decision of the founders.

The grounds for forced liquidation include:

1. The branch carries out its activities:

without special permits and licenses;
which is prohibited by law;
with repeated violation of current legislation;
with contradictions to the charter.

2. The registration of the parent enterprise itself is declared invalid;
3. Recognition of the parent enterprise as financially insolvent on the basis of .

Legislation

Liquidation of an enterprise on a voluntary basis is carried out on the basis

Depending on the grounds for liquidation, as well as on the organizational and legal form of the enterprise, when nuances arise, various “narrow” laws are applied.

Video: order

Step-by-step instruction

Enterprises must be liquidated in full compliance with current legislation. Otherwise, termination of activity will be considered illegal. To properly close a company, you need to follow consistency in actions.

Decision-making

To liquidate a company, a decision must be made.

It is adopted by the authorized body, which is specified in the constituent documents.

The following issues are brought to the general meeting:

making a decision to liquidate the company. It is imperative to indicate the reason for such an action;
appointment of a liquidation commission;
election of the chairman of this commission;
liquidation procedure;
the timing of its implementation, including mandatory notification of counterparties.

The decision is made by a simple majority of votes.

Appointment and composition of the liquidation commission, liquidator

The Liquidation Commission works in accordance with the plan approved at the general meeting.

This plan includes the following activities:

complete inventory of all property;
preparation of complete information about the company’s assets.
It is necessary to give them a full description, describe their condition, including liquidity and profitability;
collect information about those participants who are entitled to a portion of the sale of property;
drawing up a complete description of the financial condition of the company;
timely notification and dismissal of corporation employees in full compliance with the norms of the Labor Code of the Russian Federation;
if the company is the founder of other legal entities, then it is necessary to remove it from the list of participants.
If the liquidated enterprise is the sole founder of a legal entity, then the latter must also be liquidated;
Conducting reliable reconciliation of payments with state and federal authorities;
establishing reliable information about accounts receivable and taking measures to find it;
analysis of debt to creditors. It is necessary to draw up a complete list and plan of them, as well as the order of repayment;
determining the procedure for selling the property of a liquidated company;
determining the procedure for distributing property remaining after the sale and repayment of debts;
preparation of documents for submission to the Unified State Register of Legal Entities or Unified State Register of Individual Entrepreneurs.

When the liquidation plan is approved, appropriate orders are given to the personnel department and accounting department.

Notification of founders and partners

If the liquidated enterprise has debts to creditors, then it is impossible to close the enterprise by “forgetting” about the debts. That is why the liquidation commission must give information to the media that this enterprise is being liquidated.

The publication that publishes such information is called “Bulletin of State Registration”.

To submit information, you must fill out a special form on the website of this publication.

In addition to publication in this publication, each creditor must be notified in writing.

The notice must contain information about the procedure and deadlines for creditors to submit claims against the liquidated enterprise.

There is no unified form for such notifications, so they can be prepared in any, but necessarily written, form.

Evidence is also required that the creditor was properly notified. Creditors must be notified 2 months before the expected closing date.

Procedure

It is also necessary to notify the tax authorities of the voluntary liquidation of the enterprise. After this, you need to be ready for an on-site inspection. Tax authorities are not obliged to carry it out, but they can do it, especially if the company is liquidated with debts.

After the period for submitting claims from the creditor has expired, the company can draw up a liquidation balance sheet. To avoid problems with tax authorities, it is recommended to prepare it similarly to the annual balance sheet.

After this, the company must pay off all its debts in the order of priority:

first the queue is the satisfaction of requirements for enforcement documents relating to harm to life and health, as well as for alimony obligations;
second the queue is the satisfaction of requirements for writs of execution relating to the payment of severance pay to employees who worked at the enterprise under an employment contract, as well as for their wages and remuneration under copyright contracts;
V third In turn, payment orders for wages of employees working under an employment contract, for taxes and fees, and for payments to extra-budgetary funds are satisfied;
fourth queue - payments under executive documents that relate to the repayment of debt to creditors;
fifth the queue is all other payments.

Lastly, it is necessary to pay off debts with creditors and “close” accounts receivable. You can use a trick - make mutual settlements between counterparties. That is, debtors will repay the debt of the liquidated enterprise to creditors. But this can be done on the basis of additional agreements to the contracts.

Reconciliation and approval of the absence of debt is carried out on the basis of a reconciliation act signed by both parties.

Final actions

Then the balance is approved at a meeting of the founders. And then all the necessary documents must be sent to the Federal Tax Service at the place of registration of the enterprise.

During 5 working days After accepting the documents, tax authorities must enter all the necessary information into the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs, and issue a notification that the relevant entries on the liquidation of this enterprise have been entered into the register.

Payments to participants

Payments to participants are made last. The property of the enterprise is sold, and the participants receive funds in proportion to their shares in the authorized capital.

Price

List of necessary documents for closing an LLC

The list of necessary documents for closing an LLC includes:

decision of the general meeting of participants;
notice of liquidation form P15001.
notification of the formation of a liquidation commission;
interim liquidation balance sheet;
application for form P16001.
receipt of payment of state duty. According to , the state fee for liquidation of an enterprise is 800 rubles.
issue of a magazine in which an announcement about the future liquidation of the enterprise was published.

Features: OJSC, individual entrepreneur, closed joint-stock company

Since liquidation is carried out by decision of the authorized body, the peculiarity is that for different forms of business ownership, the authorized body is also different.

general meeting of participants - for LLC;
general meeting of members - for non-profit organizations;
general meeting of shareholders - for JSC;
the entrepreneur himself - for individual entrepreneurs.

Deadlines

The law establishes only a minimum period for submitting claims from creditors. Creditors can put forward their demands for payment of debts within 2 months from the moment of publication of information in the media.

There is no maximum time limit for liquidation.

Questions

There are several issues that need to be covered.

During crisis management

When an enterprise is in crisis, anti-crisis measures are taken.
Voluntary liquidation is one such measure.

If anti-crisis measures do not bring results, then the company is forced to declare itself bankrupt. Liquidation is the natural end of unsuccessful measures to overcome the crisis.

Cancellation of voluntary liquidation

The Civil Code of the Russian Federation states that liquidation is considered completed when information about it is included in the register. Before this, you can cancel the decision to terminate activities.

Conclusion

Liquidation is not always bankruptcy. There are several legal grounds for terminating a business.

The procedure for closing a legal entity in the form of an LLC is strictly regulated by law. It implies not only the termination of activities, but also the exclusion of the organization from the Unified State Register of Legal Entities. The conditions for the voluntary liquidation of an LLC are specified in Art. 92 ch. 4 of the Civil Code of the Russian Federation and in Article 57 of Federal Law No. 14-FZ of 02/08/1998 (as amended on 06/29/2015). A unanimous decision of all founders is mandatory.

Timing for voluntary liquidation of an LLC

The two-month period for presenting creditors' claims, which appears in the Civil Code (Article 63), is the only point determined by law that makes it possible to establish the time frame for the liquidation procedure. In fact, it often drags on and can last up to six months - no deadline has been established for voluntary liquidation. This is due to the preparation and submission of documents to the registration authorities and receipt of notifications, resolving personnel issues, and settlements with creditors. At each stage, delays may arise, but in the end they do not affect the rules of the procedure for the voluntary liquidation of an LLC.

Voluntary liquidation of an LLC: step-by-step instructions

The closure of an organization by decision of its founders is carried out in several stages.

Making a unanimous decision on liquidation

It is formalized by the minutes of the general meeting of founders. Everyone's presence is required. In the case of one founder, a single decision simply drawn up on paper is sufficient.

Notification of the Federal Tax Service about the upcoming liquidation

The tax office is provided with:

decision on the voluntary liquidation of the LLC, the formation of a liquidation commission and the appointment of its chairman;
notarized form P15001 (official notice of liquidation).

From the moment the above documents are submitted to the tax office, the liquidation procedure is considered to have started - an entry is made about this in the Unified State Register of Legal Entities. There is no need to communicate with the funds (PFR, Social Insurance Fund, Compulsory Medical Insurance Fund) about this - the Federal Tax Service will notify them.

Creation of a liquidation commission

Its composition and the candidacy of the chairman are discussed and approved at the meeting, which approves the decision on liquidation.

Placing a notice in the State Registration Bulletin

The public announcement of the dissolution of an LLC is aimed at identifying potential creditors. Closing a business entity with outstanding debts is prohibited by law. The message in the State Registration Bulletin is mandatory. At the same time, you can place a similar ad in Kommersant. For publication, you must send the following documents to the source media:

Application in two copies;
A copy of the decision of the meeting of founders on liquidation, election of the liquidation commission and its chairman;
A copy of the publication payment document;
Covering letter in two copies.

Informing creditors and all interested parties

This is done by registered mail with notification and delivery of letters against signature. Evidence of receipt of such notices by creditors is required.

Tax audit

Inspectors may visit before the interim balance sheet is drawn up. But for “clean” companies that formalize the procedure strictly in accordance with the legal procedure for the voluntary liquidation of an LLC, the arrival of the tax authorities will not be a surprise. By this time, reconciliations of settlements with the funds and the tax office itself should be carried out. Inspectors are interested in accounting and tax reporting and identifying violations. If there are debts to the budget, liquidation will not be allowed.

Drawing up an interim balance sheet

It is drawn up within two months after the publication of a notice of the upcoming liquidation in the media. It reflects the property position of the organization before settlements with creditors. The tax office is notified of the approval of the ILB (interim liquidation balance sheet) using form P15001.

Consideration of creditors' claims and settlement of obligations

All claims submitted within two months after publication in the media are subject to satisfaction. A register of creditors is compiled taking into account their priority. Settlements with them begin only after the approval of the PLB.

Inventory and preparation of liquidation balance sheet

These procedures are final and start after all debts of the LLC have been repaid. The data reflected gives an idea of the state of the enterprise after the repayment of all obligations. It is drawn up in the form of a regular balance sheet and submitted to the tax office along with the following documents:

decision on its approval by the founders;
a notarized statement (form P16001);
receipt for payment of state duty.

The Federal Tax Service receives information from their Pension Fund on the status of settlements for insurance premiums at the time of closure of the organization independently.

Receiving notification of making a liquidation entry in the Unified State Register of Legal Entities

From this moment on, the company is considered non-existent, and it is illegal to carry out any operations on its behalf.

Closing current accounts

They can be left until the last moment, making settlements with creditors or selling the property of the LLC by decision of the founders. To close, in addition to the application, provide a notification from the tax office about the exclusion of the organization from the Unified State Register of Legal Entities. The tax office must be notified of the closure of accounts.

Distribution of the remaining property of the LLC between participants

Upon completion of all the above procedures, the liquidation commission distributes the remaining property between the founders in accordance with their shares. The decision is confirmed by an internal document that is not subject to transfer to the registration authorities. A copy of it remains in the archive.

Transfer of documents to the archive

We are talking primarily about personnel documentation. After the company closes, its former employees should still be able to restore data about their work activities. Questions may arise from registration authorities or extra-budgetary funds. The procedure for voluntary liquidation of an LLC provides for the transfer to the archive of all documentation on financial and economic activities.

Important! Tax and accounting reports are submitted until the moment of receipt of notification of the exclusion of the organization from the Unified State Register of Legal Entities.

The above-described procedure for the voluntary liquidation of an LLC can only be applied if the organization has enough funds to pay off its debts and its property covers the amount of obligations.

Reasons for voluntary liquidation of LLC

Most organizations work until the last minute in the hope of establishing a business or exiting it with the least possible losses. Among the reasons for the voluntary liquidation of an LLC are the following.

Inappropriateness of further economic activity. Participants may lose interest in a low-profit, problematic business.
Financial difficulties and inability to replenish assets. These may be the consequences of the economic crisis and poor management.
Violations in the conduct of activities and reporting, fraught with large fines. Until this point, the company can be quietly closed.
Preservation of business reputation. To avoid publicity of undesirable issues, it is easier to close the organization and open a new one, working from scratch. The name and type of activity may remain the same.
Loss of accounting documentation. In some cases, it is easier to close a company than to restore its documents.
The intention to create a new company for which the old one will be ballast.

If any of these reasons exist, a limited liability company can be closed without great expense. The main thing is to analyze the possibility of full settlement with creditors, funds and the tax office. An organization falls under the provisions of voluntary liquidation only if all existing obligations are smoothly repaid.

Automatic liquidation of an LLC with a zero balance

All the stages described above go through only a legal entity that is actively conducting business activities until the decision to liquidate is made.

But, there are so-called idle organizations. They are recognized as legal entities that have not submitted a single mandatory report during the year and have stopped moving through at least one of the open current accounts. For such companies, Law No. 129-FZ (Clause 1.Article 21.1) provides for the automatic closure of an LLC. There is no need to submit documents to the registration authority for this - the tax office itself will take all necessary measures to cancel the entry in the Unified State Register of Legal Entities.

For organizations that have never worked, but are registered, there is a simplified procedure for automatically closing an LLC with a zero balance. This definition includes companies that have not carried out a single transaction since registration, but have submitted all reports on time. This category also includes enterprises that have not concluded contracts for a long time, do not pay wages, do not conduct production or commercial activities and do not have credit or other obligations. Long time means a period of more than a year. For them, the procedure is identical to that described above:

making a decision on liquidation,
tax notice,
publication of a notice in the Bulletin,
two months to wait for demands,
tax audit,
interim and liquidation balance sheet,
receiving notification of exclusion from the Unified State Register of Legal Entities.

Unlike the option with an operating LLC, there are no debts or their repayment; the tax audit is carried out quickly and purely formally. In terms of time, such liquidation takes no more than 3.5 months.

Termination of activities (voluntary liquidation) of a company is a legally complex process that takes several months and takes place in strict accordance with legal norms.

The procedure is voluntary, or, as it is often called in practice, "official"; liquidation involves the exclusion of a company from the Unified State Register of Legal Entities (USRLE), which means the termination of the activities of a legal entity without succession, that is, without the transfer of its rights and obligations to other persons. This is a guaranteed way for all participants, founders and managers of the organization to avoid future claims from government bodies, extra-budgetary funds or contractors for the period of their activities within the framework of the liquidated organization.

During the voluntary liquidation procedure, the tax authority has the right to conduct an extraordinary on-site tax audit of the activities of a legal entity. However, in practice this does not happen often.

However, when entering into the voluntary liquidation procedure, you must be prepared to pay off possible claims of creditors, you must be confident in the complete “purity” of your company’s accounting and tax reporting, and be prepared for a possible tax audit.

Our specialists will offer you the fastest and most legal option for liquidating your company and help solve all related problems.

Procedure for official liquidation of a legal entity

A simplified procedure for the official liquidation of legal entities (for example, liquidation of an LLC) is as follows:

The participants make a decision on liquidation, appoint a liquidation commission (liquidator), to whom the powers to manage the affairs of the legal entity are transferred. Participants are obliged to notify in writing within three days of the adoption of the decision on liquidation, and also to inform the registration authority at the location of the liquidated legal entity about the formation of the liquidation commission (appointment of a liquidator), on the basis of which an entry is made in the Unified State Register of Legal Entities (USRLE). that the legal entity is in the process of liquidation. From the moment a decision is made to liquidate a legal entity, the deadline for fulfilling its obligations to creditors is considered to have occurred.
The company publishes a notice of its liquidation in the press (“State Registration Bulletin”). From this moment, during the period established by the organization, creditors can present their claims. According to paragraph 1 of Art. 63 of the Civil Code of the Russian Federation, this period cannot be less than two months.
During the liquidation process, the territorial tax authority may order an on-site tax audit, regardless of the time and subject of the previous audit. In this case, a period is checked that does not exceed three calendar years preceding the year in which the decision to conduct the audit was made (clause 11 of Article 89 of the Tax Code of the Russian Federation).
After the deadline for filing claims by creditors has expired, the liquidation commission (liquidator) draws up an interim liquidation balance sheet, which contains information about the composition of the organization’s property, a list of claims presented by creditors, as well as the results of their consideration. The liquidation commission (liquidator) notifies the registration authority of the preparation of the interim liquidation balance sheet. In addition, at this stage, liquidation reporting is submitted to extra-budgetary funds and tax reporting is submitted ahead of schedule.
A legal entity in liquidation carries out settlements with creditors. Payment of sums of money to creditors of a liquidated legal entity is made by the liquidation commission (liquidator) in the order of priority established by Article 64 of the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the day of its approval, with the exception of creditors of the third and fourth priority, payments to whom are made after months from the date of approval of the interim liquidation balance sheet. If the liquidation commission determines that the property of a legal entity is insufficient to satisfy all the claims of creditors, further liquidation of the legal entity can only be carried out through bankruptcy.
After settlements with all creditors, a (final) liquidation balance sheet is drawn up, which is approved by the participants of the legal entity. The liquidation balance sheet must confirm the absence of claims from creditors and third parties.
Based on the liquidation balance sheet, the property remaining after settlements with creditors is subject to distribution among the LLC participants.
The liquidation commission (liquidator) closes the company's bank accounts. In this case, the company’s accounts can be closed earlier - by the time the liquidation balance sheet is submitted. However, in practice, it is not recommended to close the current account until reconciliation with the tax authority and extra-budgetary funds has been made and all reporting has been submitted.
An application for state registration of the organization in connection with its liquidation is sent to the registration authority, with the presentation of the liquidation balance sheet. State registration of liquidation of a legal entity is carried out within no more than five working days and is confirmed by the issuance of a certificate of liquidation of the legal entity. It is at this stage that electronic requests are sent to the tax authority and the Pension Fund in order to confirm the absence of requirements for the payment of taxes, fees, penalties and fines, as well as for the submission of the necessary reports. Previously, legal entities had to provide the registration authority with certificates confirming the absence of debts to the Pension Fund, but now the necessary information is provided by the authorities themselves in electronic form. At the same time, the organization is removed from tax registration and from the Pension Fund and the Social Insurance Fund.

The liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased its activities, after making an entry to this effect in the Unified State Register of Legal Entities.

As you can see, the procedure for voluntary (official) liquidation is a complex and comprehensive process that takes place in stages, within a certain time frame and requires management to have legal and accounting training and experience working with government agencies. Lack of experience in liquidation threatens owners with unpleasant consequences, such as delaying the liquidation process, refusal to register liquidation at the last stage due to mistakes made at certain stages, and, as a result, possible tax losses. We recommend that owners of liquidated businesses contact professionals who have experience in solving such complex problems.

Liquidation of an LLC is a rather complex and time-consuming process. However, if you adhere to certain rules, then you can close the organization yourself, without resorting to the help of third-party specialists.

Before you begin this procedure, you need to know that there are alternative liquidation methods. Perhaps, specifically in your case, it is easier to sell the LLC or change its founders. In such a situation, the organization will continue to exist, but without your participation.

Step-by-step instructions for liquidating an LLC in 2019

An organization can be liquidated voluntarily or by court decision (all cases are listed in Article 61 of the Civil Code of the Russian Federation). This article discusses the voluntary liquidation procedure of an LLC.

The process of voluntary liquidation of an LLC consists of the following stages:

Making a decision on liquidation and creating a liquidation commission.
Notification of the commencement of liquidation of the tax service.
Publication in "Bulletin of State Registration" notices of liquidation.
Notification of the fact of liquidation of creditors.
Notifying employees and the employment center about the upcoming dismissal.
Preparation for a possible on-site inspection from the Federal Tax Service.
Drawing up and submitting an interim liquidation balance sheet to the Federal Tax Service.
Settlements on the organization's debts.
Preparation of liquidation balance sheet and distribution of LLC assets.
Submission of the final package of documents to the Federal Tax Service.

Let's look at each of the above stages in more detail:

1. Making a decision on liquidation and creating a liquidation commission

The decision on liquidation is made at the general meeting of LLC participants. It must be adopted unanimously and formalized in the form minutes of the general meeting participants. If there is only one participant in the organization, then the decision on liquidation is made individually, after which a decision of the sole founder.

It is worth noting that the commission may consist of only one person - the liquidator. The passport details of each member of the commission must be included in the decision (protocol) on liquidation.

The commission or liquidator is vested with full powers to manage the affairs of the company. They represent the organization in court and are responsible for all actions committed at the liquidation stage (Article 62 of the Civil Code of the Russian Federation).

note, starting from March 30, 2015, the functions of the applicant in the liquidation process must be performed by the head of the commission or the liquidator (previously, documents had to be submitted by one of the founders or participants of the LLC).

2. Notification of the tax service and funds about the start of liquidation of the LLC

Within 3 working days after the decision (protocol) on liquidation is made, the following must be submitted to the Federal Tax Service at the place of registration:

notification in form P15001 (notarized);
minutes of the meeting of participants or the decision of the sole founder.

5 working days after submitting the documents, the tax office must make an entry in the Unified State Register of Legal Entities stating that the LLC is in the process of liquidation and give you a copy of the sheet confirming the entry of data into the state register.

note, funds (PFR and Social Insurance Fund) no longer need to be notified of the fact of LLC closure. This information should be provided to them by the tax office. True, in our country anything can happen, so it is better to check this point with the Federal Tax Service at the place of registration.

Free tax consultation

3. Publication in the “Bulletin of State Registration”

It is impossible to liquidate an organization with debts to counterparties without settling relations with them, therefore the liquidation commission must publish a message in the media about the planned termination of the LLC’s activities.

The publication in which such information is published is "Bulletin of State Registration". You can place a notice of liquidation through a special form on the official website of the magazine.

4. Notification of LLC closure to creditors

In addition to publication in "Vestnik" it is necessary to notify your creditors in writing about the start of the liquidation procedure, and also tell about the procedure and deadlines for filing claims and demands on their part (this period must be at least 2 months).

There are no special requirements for the execution of such notices, however, you must have evidence that the creditors were actually aware. They can be registered letters with return receipt requested or the signatures of the persons receiving the correspondence (in the case of courier delivery).

5. Notification of employees and employment center about dismissal

No later than 2 months before the upcoming dismissal, you must notify your employees of this fact. This must be done by means of a special written notice with a note that the dismissal occurs at the initiative of the employer in connection with the cessation of the organization’s activities.

Written notification must also be provided to the employment authorities. For each employee, the position, profession, specialty, qualification requirements, as well as wage conditions are indicated.

The employment center is notified 2 months before dismissal or 3 months if the dismissal is massive (depending on the region and the specifics of the activity, but usually 15 people or more).

Dismissed employees will need to be paid severance pay in the amount of average monthly earnings. They also retain the right to receive a salary for the period of employment (but no more than 2 months from the date of dismissal).

Reporting for employees

After employees have been fired and full settlement has been made with them, you can send reports to the Pension Fund (form SZV-STAZH), Social Insurance Fund (form 4-FSS) and the Federal Tax Service (Unified calculation of insurance premiums). These calculations must be submitted before submitting the application.

If the process of liquidation of the LLC coincided with the end of the reporting year, then you first need to submit calculations of SZV-STAZH and 4-FSS for the past year (in the general manner), and then for the period from the beginning of the year until the filing of the liquidation application P16001.

Note: on the latest reports to the Pension Fund of Russia, the Social Insurance Fund and the Federal Tax Service, do not forget to put a mark on the title pages - “Cessation of activity”.

Within 15 working days from the date of submission of the last report to the Pension Fund, the amount of contributions (additional payments) is paid, if they were accrued.

In addition, from April 2016, a new monthly report was introduced to the Pension Fund for employers in the SZV-M form. This report must be submitted no later than the 15th day of the following month.

For a company in the process of liquidation, in the absence of employees, a zero SZV-M signed by the liquidator is submitted.

Don’t forget about reports in form 2-NDFL and 6-NDFL. Termination of a company's activities does not relieve the duties of a tax agent. Similar to reporting to the Pension Fund and the Social Insurance Fund, 2-NDFL and 6-NDFL are provided for the period from the beginning of the year until the termination of activities, and if the reporting year has ended, then also for the past period.

6. Preparation for a possible on-site inspection from the Federal Tax Service

After receiving notice of the liquidation of an LLC, tax authorities have the right (but not the obligation) to conduct an on-site audit. Moreover, they can do this regardless of when and for what reason the previous inspection was carried out.

In practice, the tax inspectorate does not always carry out this procedure, and, as a rule, “zero” companies do not check them at all. However, in any case, it is better to prepare for the visit from the Federal Tax Service and put things in order in cash payments and reporting documents in advance.

If the decision on an on-site inspection has already been made, then you can move on to the next stage of liquidation only after the inspection is completed and all issues that arose during its implementation have been resolved.

7. Drawing up and submitting an interim liquidation balance sheet to the Federal Tax Service

There are no special rules for its preparation, however, judicial practice recommends drawing up a balance sheet according to the same principles as financial statements (therefore, it is not recommended to solve this problem yourself without having similar experience).

The interim balance must contain:

information about the organization’s property;
information on claims made by creditors;
results of consideration of creditors' claims.

After the document has been drawn up, it must be approved at a meeting of the founders (by the sole founder) and the corresponding protocol (decision) must be drawn up.

notification in form P15001 certified by a notary (this time in section 2 a tick is placed in clause 2.3);

In addition, many Federal Tax Service Inspectors may additionally require:

protocol (decision) on approval of the interim liquidation balance sheet;
documents confirming publication in "Vestnik".

Within 5 working days after accepting the documents, the tax office must enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry into the state register.

Filing a tax return

Along with the interim liquidation balance sheet, you can submit a tax return, but on the condition that after drawing up the balance sheet, the organization no longer plans to carry out taxable transactions. If such transactions are possible, submit the declaration with the liquidation balance sheet.

For LLCs being liquidated, the last reporting year is the period from January 1 to the date of entry of the liquidation in the Unified State Register of Legal Entities. All reporting for the company must be submitted no later than the date of entry on the liquidation of the organization.

Tax returns are submitted in accordance with the chosen taxation system, read more on this page.

8. Settlements on the organization’s existing debts

After the interim balance is approved, the liquidation commission must begin to pay off the organization’s debts.

According to Art. 64 of the Civil Code of the Russian Federation, debts must be paid in the following order:

Citizens to whom the LLC is liable for causing moral damage or harm to life and health.
Employees under an employment contract (salary and severance pay) and payment of royalties.
Calculations for mandatory payments to the budget and extra-budgetary funds (taxes, insurance premiums, fines, etc.).
Remaining debts to other creditors.

If there are not enough funds to pay off all the debts of the LLC, then the organization must put its property up for public auction. If in this case, the proceeds received from the sale do not cover all the company’s debts, then the liquidation commission will have to apply to the arbitration court for bankruptcy of the legal entity.

If, even before the start of liquidation, you know for sure that the funds and property of the LLC will not be enough to pay off all existing debts, then it is better to immediately contact bankruptcy specialists (since there are many nuances in carrying out this procedure; it is better not to do it yourself).

9. Preparation of the liquidation balance sheet and distribution of LLC assets

As soon as all debts to contractors, employees and the state are repaid, the liquidation commission must draw up final liquidation balance, containing information about those assets of the company that remain and must be distributed among the participants.

Note: if the assets in the final balance sheet turn out to be greater than in the interim balance sheet, the tax office may request clarification and even refuse liquidation. This is done in order to identify unscrupulous liquidators who temporarily withdraw their assets from the LLC in order not to pay debts to creditors.

The final liquidation balance sheet must be approved at the general meeting of participants (by the sole founder) and the corresponding protocol (decision) on approval must be drawn up.

Only after this, the assets remaining after settlements with creditors can be distributed among the founders (participants) in accordance with their shares in the authorized capital of the organization.

10. Submission of the final package of documents to the tax office

After completing all of the above stages, you must submit the final package of documents to the Federal Tax Service:

application in form P16001 (notarized);
protocol (decision) on approval of the final liquidation balance sheet;
receipt of payment of state duty in the amount of 800 rubles.
certificates from funds confirming the absence of debts (they are not required to be submitted, since the tax office must independently request this data from the Pension Fund and the Social Insurance Fund).

Within 5 working days after submitting the documents, the tax inspectorate will liquidate the LLC, enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry in the state register.

After this, all that remains is to close the bank account, destroy the seal of a specialized organization and hand over the remaining documents of the liquidated company to the archives.