You have a company, but there is no commercial need for it: or it has already fulfilled its mission in the market; or you just decided to change the field of activity; or other reasons? Whatever the reasons, it is necessary to make a fateful decision - to terminate the activities of the company. And how this can be done, we will tell you in our instructions.
REALITIES OF RUSSIAN BUSINESS
A convenient organizational and legal form of management in modern Russian business is a Limited Liability Company. Its legal attractiveness is due to the fact that the authorized capital of the company is divided into shares, and its participants are not responsible for the obligations of the company itself. At the same time, they risk only incurring losses associated with the activities of the company, but within the value of their shares, in other words, they risk not only not making a profit, but also losing their invested money as a contribution to the authorized capital. Thus, this characteristic favorably distinguishes it from individual entrepreneurship, in which for all obligations, including compensation for losses as a result of his activities, a citizen (individual entrepreneur) is liable with all his personal property.
The sphere of Russian business is developing dynamically, and everything that was interesting and worked yesterday, today does not arouse any interest at all: there is no desire to invest in the development of your project; the economic result for the sake of which the society was created has been achieved; another brainchild is conceived and I do not want to dissipate my strength. The cyclical nature of the crisis also adds reasons to part with the established organizations.
Legislative opportunities for exiting a business and terminating activities using LLC
Important defining points for making a decision
Moment 1. The number of members of the Society
It's much easier if you are the sole founder and member of the LLC. All decisions are made individually, without requiring any approval. On the contrary, if there are several participants, then the fateful decisions are made collectively, and it is absolutely not necessary that your decision to withdraw from the membership or terminate the activities of the Society will be made by them.
Moment 2. Determination of the pursued goal
Here are some examples of goals
- The society itself has no commercial value for you, the reason does not matter, and you want to end its existence.
Most importantly, it should be excluded from the Unified State Register of Legal Entities (Unified State Register of Legal Entities).
- On the contrary, you are not interested in the fate of the Society, BUT the main thing for you is that your participation in it should be terminated.
- do not care about any legal troubles, and really want to do nothing, but let others work for you. There is a desire, it is also a goal, for the registration authority to do all the work for you.
Point 3. Determining the budget for your care
In this case, the following circumstances matter:
- whether the company has outstanding debts. If so, then it is necessary to assess the prospect of such debts.
- what free funds do you have to finance your “leaving” procedure.
Moment 4. Time costs
It is necessary to clearly assess the time factor: do you have time and how much to solve such an issue on your own and monitor the deadlines; or you will need the help of specialists, since you have other important things to do.
Moment 5. Method of termination of your activity as a member of LLC
There are several such methods provided by the current civil legislation. And the determination of the method will depend on the solution of the previous four points.
Let me give you a simple example.
You are the sole founder and, accordingly, a member of the Society. You are not interested in the legal fate of your society. Society has no debts. The organization itself does not work, there have been no movements in the current account for a long time. Yes, and I do not want to deal with this issue with passion. You don't have to worry. The registering authority in accordance with Article 21.1 of the Federal Law of 08.08.2001. No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs" will independently decide to exclude such a Company from the Unified State Register of Legal Entities. The main thing is that the Society for the last twelve months before making such a decision does not show signs of life.
Therefore, the decision to terminate your business using a specific limited liability company must be considered carefully. And no impulsive haste.
So, you have weighed everything, and you have decided that you will terminate the activities of the society in the order of self-liquidation. Below we will analyze the steps that you need to take and achieve your goal.
Step-by-step instructions for self-liquidation of an LLC
The liquidation itself as a procedure is rather laborious and takes a long period of time. But having a clear instruction on the sequence of actions, it will not be difficult for you on your own, without involving specialists "from outside", to bring the LLC to the logical conclusion of its activities and be excluded from the Unified State Register of Legal Entities.
Step 1. Adoption of a decision on liquidation and creation of a liquidation commission
Article 61 of the Civil Code of the Russian Federation obliges the participants to hold a general meeting and formalize their decision in writing in the form of a protocol. The decision to liquidate is taken unanimously.
If there is only one participant, then the decision of the only participant, left in writing, will be made. In this case, a decision is immediately made to create a liquidation commission and determine its composition, or the entire commission is replaced by a single person - the liquidator. Regardless of the number of members of the commission, it is necessary to indicate in the minutes all their passport data, since the commission or the liquidator is vested with all the powers to manage the affairs of the company in this procedure.
Step 2. Notification of the beginning of the liquidation of the tax service
After making a decision on liquidation and appointing a liquidation commission or a liquidator, within 3 working days, submit the following package of documents to the registering authority (corresponding to the Federal Tax Service Inspectorate): 1) a notification in the form R15001, it must be notarized. 2) the minutes of the meeting or the decision of the sole participant on the decision taken.
After the expiration of 5 working days after the submission of the documents, the registration authority makes a record in the Unified State Register of Legal Entities that the LLC is in the process of liquidation. In this case, the applicant is given a copy of the sheet confirming the entry of data into the state register.
It is important that independent notification of funds is not required, this is done by the registration authority
Step 3. Publishing a notice of liquidation in the State Registration Bulletin
Thus, the society publicly declares that it is in the process of liquidation, and if there are persons who have questions and complaints about society, then they must voice them and solve everything.
Step 4. Notification of the fact of liquidation of creditors
Not all creditors could familiarize themselves with the publication in the "Bulletin …". Therefore, if there are debts, then it will not be possible to liquidate society on a voluntary basis with them. This means that issues with creditors need to be resolved - to pay off the debt, to forgive the debt or another way to close it.
In view of this, all creditors on the list are notified in writing with the obligatory indication of the period until which objections can be accepted.
There are no statutory requirements for that notification.The main thing is that you can correctly identify the person to whom this notification was sent., And that this person received this notification. In order to remove the objection that they were not aware!
Step 5. Notifying employees and the employment center about the upcoming dismissal
Employees are notified in accordance with the Labor Code of the Russian Federation, but no later than two months before the expected date of termination of activities.
The Employment Center is also informed about the upcoming dismissal of employees, while each employee is indicated with a breakdown of his position, and if the dismissal is massive, then the Employment Center must be notified of the upcoming liquidation at least 3 months in advance. The procedure for final settlement with employees is also determined.
Step 6. Preparation for the on-site inspection of the Federal Tax Service
Everything is possible in our country. The Federal Tax Service may leave, or it may not even remember about your society. Therefore, it is better that all documents are available and in order.
Step 7. Drawing up and submission to the IFTS of the interim liquidation balance sheet
It is drawn up according to the same principles and rules according to which the financial statements (balance sheet) with the corresponding decoding are formed. If you do not have special skills and experience, it is better to contact a professional accountant for its preparation. After drawing up, the interim liquidation balance sheet is subject to approval by the general meeting of participants, by drawing up a protocol or by a decision of the sole participant.
Step 8. Calculations for the organization's debts
Debts are repaid, since the organization cannot be liquidated with debts.
The procedure for paying off debts is determined by Article 64 of the Civil Code of the Russian Federation.
If even at the stage of preparation you knew for sure about the lack of funds to pay off debts even after the sale of the property at a public auction, then you need to apply to the arbitration court to declare the organization insolvent (bankrupt)
Step 9. Preparation of liquidation balance sheet and distribution of LLC assets
After all repayments, the final liquidation balance sheet is drawn up to the creditors, and if any assets remain, they are subject to distribution among the participants in proportion to their shares.
The final liquidation balance is also approved by the decision of the general meeting of participants, drawn up by the minutes
Step 10. Submission to the IFTS of the final package of documents
Completed form Р16001, the signature of the applicant in which is notarized.; Final liquidation balance sheet, decision or protocol on its approval, receipt of payment of state duty in the amount of 800 rubles; - surrendered to the registering authority.
The deadline for the liquidation of the company by the registering authority and the deletion of the record about it from the Unified State Register of Legal Entities is 5 (five) working days. You will have in your hands a sheet confirming the entry of the corresponding entry into the Unified State Register of Legal Entities.
And then Step 11. Final Event
This is the closure of current accounts, destruction of the seal, the submission of documents to the society archive.