In a business related to commerce, situations are often encountered when a participant (or participants) of a limited liability company comes to the conclusion that it is impossible to continue entrepreneurial activity and decides to voluntarily liquidate the organization. Conventionally, the entire process of liquidation of a limited liability company (hereinafter referred to as “LLC”) can be divided into 3 stages. This article will discuss the 1st stage of liquidation.
It is necessary
- - consent of the sole participant (or general meeting of participants) LLC
- - pay for notary services
- - pay for the publication of a notice of liquidation in the journal "Bulletin of State Registration"
The LLC liquidation procedure begins from the moment a decision is made to liquidate the organization. This decision can be expressed either in the form of the will of the sole participant of the LLC, which is called the "decision", or in the form of the joint presence of several participants in the LLC, who draw up and sign the minutes of the general meeting.
The decision of the sole participant must at least define:
- place, date and time of the decision;
- information about the only member of the organization (series and number of the passport, by whom it was issued, registration address);
- the will of the sole participant of the organization to liquidate an LLC, to appoint a liquidation commission (liquidator), to notify the IFTS (MIFNS) of the decision;
- persons appointed by the members of the liquidation commission (or the person appointed by the liquidator) with an indication of their series and passport number, by whom it was issued, as well as the registration address;
- signatures of the sole member of the organization, members of the liquidation commission (liquidator) and the seal of the organization.
In the minutes of the general meeting of participants, in addition (in relation to the decision), the following are determined: the date of drawing up the minutes, information on the presence of a quorum, agenda, data on the persons who spoke at the general meeting of participants.
Then you should download from the official websites of the reference legal systems "Consultant Plus" or "Garant" a notice of liquidation of a legal entity (form No. Р15001), which is Appendix No. 8 to the order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6 / 25 @. In this notification, it is necessary to fill out: page 001 (section 1, in which the data on the PSRN, TIN and the full name of the LLC are filled in; section 2 (we indicate the date of the decision on liquidation by the only participant or the general meeting of participants, and also put the V sign in paragraphs 2.1. and 2.2.); sheet A (section 1, in which we indicate the number 1 or 2, depending on whether the liquidation commission was created in the LLC, or only the liquidator; section 2 - the date is the same as in section 1 of page 001; sections 3-8 (full name of the head of the liquidation commission or liquidator, his TIN (if any), birth information, passport data, information about the place of residence, and contact phone number); sheet B (depending on the situation, we put down numbers from 1 up to 3 in section 1; sections 2 to 5 are filled in depending on the number that you put in section 1; section 6 (we indicate the applicant's full name, as well as the procedure for sending documents confirming the fact of making an entry in the Unified State Register of Legal Entities or a decision on refusal of state registration).
The next step is to fill out form No. С-09-4 (message on the reorganization or liquidation of the organization), which can also be downloaded from the official websites of the Consultant Plus or Garant legal reference systems, which is Appendix No. 5 to the Order of the Federal Tax Service of Russia dated 09.06.2011 No.ММВ-7-6 / 362 @. In this message, it is necessary to fill in: TIN, KPP, PSRN and the name of the organization in respect of which it is planned to start the liquidation procedure; put down the number 2, indicating liquidation; indicate the date of the decision on liquidation by the general meeting of participants or by the only participant; put down the corresponding number 3 or 4, depending on the person submitting this message to the IFTS (MIFNS), his TIN (if any), contact phone number, the date of submission of documents to the tax authority, and the seal of the organization being liquidated.
After all the above steps, you must visit a notary, who will sew and make an appropriate mark on the notice of liquidation of a legal entity (form No. Р15001), and submit a set of documents, including the decision of the sole participant of the company (minutes of the general meeting of participants), notification in form No. Р15001, message on the reorganization or liquidation of the organization (form No. С-09-4) to the corresponding IFTS (MIFNS).
And finally, at the conclusion of stage 1, after making an entry in the Unified State Register of Legal Entities about the beginning of the liquidation procedure, and obtaining the corresponding certificate, it is necessary to submit a report to the journal "Bulletin of State Registration", and wait 2 months after publishing information about the liquidated LLC in it. Having received the information from the aforementioned magazine "on hand", the 1st stage of liquidation can be considered complete.