Voluntary Liquidation LLC: step-by-step instruction
Voluntary liquidation of LLC is asome official procedure. It is carried out in accordance with the Civil Code, other special laws. At the same time, many people who are going to shut down the work of a certain enterprise, often do not know how to properly conduct this procedure and what it basically represents.
When is it conducted?
In the majority of cases, the main reasons for voluntary liquidation of the LLC may be the following:
- Loss of interest on the part of owners to the activities that the organization is conducting. In most cases, this item is accompanied by the inability to sell the business.
- The loss of the financial and economic activities of the company.
- Completion of the term for which a particular organization was established.
- Complete achievement of the goals for which it was opened.
- The state of net assets in JSCs or LLCs.
The decision, according to which thevoluntary liquidation of LLC, is adopted by a certain body. He receives the powers prescribed in the constituent documents of the company. In modern limited liability companies, this body is the General Meeting of Participants (members, shareholders or other representatives). It should be noted that the voluntary liquidation of the LLC in the form of a non-profit foundation is carried out only if there is a corresponding judicial decision. In the course of the meeting, the General Meeting will consider the following issues:
- Decides on what should be the order of liquidation of LLC.
- Appoints an authorized commission. Defines its chairman.
- Establishes the terms of cancellation, including also the notification of all creditors of the abolition.
Since the moment when a specialcommission, the procedure for the liquidation of the LLC provides for the transfer to it of all powers relating to the management of the affairs of this legal entity. The legislation does not contain any norms that would be completely devoted to the use of a specific mechanism for controlling its work. In addition, the responsibility for the commission's actions remains unclear. After all, they can violate the rights of stakeholders. It is for this reason that we must be extremely careful about the proper choice of candidates for future members of the assembly.
In addition, it should be remembered thatsignificantly varies depending on how difficult is the liquidation of the LLC, the price of this event. Often it starts from 25 thousand rubles. The structure of the commission, which controls the abolition, it is customary to include a manager, a lawyer, a chief accountant. It may also include representatives of various founders. As the chairman in such a situation, the head is elected chiefly.
Notification of authorities
A certain order is established, inaccording to which the LLC should be liquidated. The price of such an event is discussed at the first stage. In particular, the founders or a certain meeting of authorized persons who decide to annul a certain legal entity must necessarily make a report about their verdict to the state bodies in order for the relevant entry of data in the EGRUL to be made. It should be noted that this notice must be provided no later than three days after the decision was made to liquidate the LLC.
For this purpose, the following package of documents is provided to the appropriate registration authority, which is supported by the tax inspection, located at the location of the company:
- Notification of the commencement of the liquidation procedure with a notarized signature.
- The announcement that an authorized commission is being formed. The signature must also be notarized.
- Minutes of the general meeting at which the decision was made to liquidate the LLC, and a corresponding commission was elected.
In the future, the body will have to enter the Unified State Register of Legal Entitiesinformation that the legal entity has commenced the cancellation procedure. From this point on, the possibility of changes that could be made to the constituent documents is excluded. And also any registration of legal entities, as the founder of which this enterprise acts.
Notification of funds
In accordance with the current legislation, after the closure of the LLC, it is necessary to notify certain funds of this procedure without fail. Namely:
- social insurance.
It should be noted that the notification should be provided no more than three days after the decision was taken.
Notification of creditors
Immediately after it was plannedclosure of LLC, the relevant commission should place in the journal "Bulletin of state registration" a specific publication that the liquidation is being conducted. In addition, the procedure and deadline for the application of claims by the creditors of the company is established. This ad should contain the following information:
- Full name of the legal entity.
- Its main state registration number.
- Identification data of the taxpayer with the reason for the registration.
- The address where the person is located.
- Information that a decision was taken. Instruction of the body that did this.
- The date and number of the decision.
- Terms, order, as well as phone and address, for which creditors will be able to present their claims. Other additional information is possible.
In the end, the commission, which is self-liquidating LLC, takes measures to identify all creditors, and then notifies them in writing about the commencement of the abolition procedure.
Over a certain period of time, creditors maymake their demands. At the same time, the commission conducts its work in full accordance with a pre-approved and developed plan. In particular, it should include the following list of activities:
- Inventory of all property of the company.
- Preparation of information on the size and composition of the organization's assets, including characteristics of the capital to be sold, its condition and liquidity.
- Collection of all necessary data on participants,which have the right to receive a share of the company's property after the liquidation of the LLC is completed. The instruction provides for the issuance of shares only after settlements with creditors.
- Drawing up the maximally detailed characteristics of the financial state of the company at the time of its closure.
- Full firing of all employees.
- Establishment of all organizations in which a legal entity acts as a founder. His withdrawal from their composition.
- The payments for each territorial and federal payment are verified with the relevant tax authorities and various extra-budgetary funds.
- A detailed assessment and analysis of accounts receivable is carried out, as well as measures related to recovery are being developed.
- The characteristic of accounts payable is established.
- The procedure for selling all the assets of the closing company is determined. At the same time, it is grouped according to the degree of liquidity, conditions and opportunities.
- Preliminary determined the exact procedure for making settlements with creditors, which relate to a single order of satisfaction of claims.
- Documents necessary to exclude a company from the Unified State Register of Legal Entities are prepared.
Now you understand how to liquidate the LLC. The sample of necessary instructions during this procedure is given to the accounting department, as well as to all other services and departments of the enterprise.
In order to collect arrears,the liquidation committee sends letters to the debtors. They indicate the requirement for immediate payment of money or the return of some property. If the debtors refuse to make a payment at the moment, then in this case a corresponding claim can be submitted to the court. And representation of the interests of the organization will be dealt with directly by the members of the liquidation commission. When the period of the limitation period expires on the receivable, it may be reflected in the composition of non-operating expenses, as a result of which it is written off at a loss.
In accordance with the current legislation, inThe duties of the commission include the inventory of all property that belongs to the company. When liquidation of a zero LLC is carried out, the procedure does not differ from the standard one. In addition, a full audit of all positions of liabilities and assets is also carried out. The revealed discrepancies between the actual availability of a property, as well as accounting data, must subsequently be reflected in the respective accounts.
Calculation with employees
The fact that a person is going to be dismissed for a reasonclosing of the company, the employee must be warned by the employer at least two months before the immediate dismissal. Accordingly, he has the right to familiarize himself with the document in which the decision to liquidate the LLC was approved. A sample (it can be seen below) should be shown to all workers. With the written consent of the employee, the employer will be able to terminate the employment contract with him, without warning him of dismissal during this period. But at the same time he is obliged to pay additional compensation in the amount of average earnings for two months.
In the event of termination of an employment contract forBecause of the company's liquidation, the employee being dismissed must receive severance pay. Its size is equal to the average monthly earnings of a person. But that is not all. A former employee has the right to retain his average earnings during the period of further employment, but not longer than two months from the date of dismissal. In addition, the employee must also be obliged to be compensated for the fact that he was unable to use his own leave. In accordance with the laws, the administration of the company must conduct a calculation with the dismissed employees on the last day of their work. If they are not in place, the money is paid to them the next day after the appeal.
Payment of taxes
By law, the duty to pay taxes onthe parties of the liquidated company are assigned to the collected commission at the expense of those funds that are received in the process of selling the company's property. If it sold certain assets, then in a mandatory manner, it must pay taxes associated with the sale. And the liquidation commission is obliged to submit to the tax authorities the relevant declarations for each separate collection, which is payable to the budget before the immediate closure of the organization.
But there are other situations. For example, if the funds of the liquidating company, including those received from the sale of its property, were not enough to fully discharge the obligation to pay fees, taxes, as well as the penalties and penalties due, then the founders must repay the remaining debt. But only in those limits and order, which are established by the current legislation.
After receiving notification of the start of liquidation,Inspection, which represents a potential creditor of the organization when taxes are not paid, starts its own verification. It is carried out for all taxes irrespective of the time at which inspections were carried out earlier. It should be noted that in this case the procedure is carried out for the last three years. She is visiting.
If such a need arises,who were authorized by the tax authorities and engaged in such verification, can conduct a full inventory of the organization's assets. And also to inspect the warehouse, trade, production and other premises or territories that the payer uses to extract income. Or if they have a connection with the content of any taxable items. Based on reconciliation acts with government agencies, as well as protocols for documentary verification of settlements, establish the total amount of the organization's debt. Now you know how the company is liquidated (with one founder or several), what it is. The information presented in the article will be useful and instructive for everyone.