Liquidation of a limited liability company is the termination of the existence of an organization without the transfer of its rights and obligations by way of succession to any persons.
This procedure involves the expression of the will of the company's participants to terminate its activities. Expression of will is carried out through a decision made by the governing body - (the founders) or the sole one.
What are the motives for making the decision to liquidate?
The fact is that the mentioned procedure can be voluntary or compulsory.
Voluntary termination of activities (voluntary liquidation of an LLC) may be caused by for various reasons: reluctance of company participants to continue entrepreneurial activity due to its unprofitability and unprofitability; the desire to hide existing violations that were committed in the activities of the LLC (accounting, tax, etc.).
The reasons for the forced closure of a company may be gross (multiple) violations of the provisions of legal acts, namely antimonopoly, labor laws, rules on taxes and fees.
The liquidation procedure itself is generally the same, but some features are still present. For example, in relation to the decision on liquidation, it is worth noting that within the framework of a voluntary procedure, the decision is made by the will-forming body of the company (meeting of participants), and in the case of a forced procedure, the decision is made by public authorities.
Making a decision on liquidation
The decision to close a company must be made by a general meeting of participants. The issue of termination of activities is put on the agenda, an affirmative answer to which must be given unanimously by the participants.
The decision to liquidate takes on certain specifics depending on the number of participants (founders) of the company.
If we have a “company of one”, the sole participant makes a decision to liquidate the LLC, expressing his will to terminate its activities legal entity, if there are several participants, then their will is embodied in the minutes of the general meeting, which must be held in accordance with the procedure regulated by civil law.
Decision of the sole founder (participant)
This document begins with a title that looks like this: Decision No. X of the sole participant of Romashka LLC. Next, the date and place (city) of the decision is recorded. Please note that the period for notifying the tax authority about the adoption of the decision under consideration begins to run from the date of its adoption. Accordingly, if it is not possible to provide the relevant information within 3 days, it is better to prepare its text in advance, leaving space for the date free.
Then follows the introductory part of the document, which involves indicating the last name, first name, patronymic, passport details and place of registration individual or name, TIN, OGRN, data on state registration and addresses if the participant is a legal entity.
After the introductory part there follows the text of the decision itself, which includes:
- An indication of voluntary liquidation and details of the decision made as the basis for the appointment of a liquidation commission (liquidator).
- Indication of the number and personal composition of the commission with passport data and residence address (similar data is indicated in relation to the liquidator).
- Instructing the liquidation commission or liquidator to carry out actions related to the liquidation of the LLC in accordance with the requirements of the law.
- notify the registration authority of this decision;
- develop and approve a liquidation action plan;
- make an inventory of the company’s property and liabilities;
- collect receivables;
Notarization of the decision is not required. There is also no need to put the organization’s seal on this document, since the participant (founder) acts on behalf of own name, and not on behalf of the enterprise.
Minutes of the general meeting of participants (founders)
By its legal nature, the protocol on the liquidation of an LLC is, by its legal nature, a decision of the will-forming management body of the company. There are practically no differences in content with the solution discussed above, but there are certain features registration and acceptance. It is these features that will be discussed further.
The title of the document states: “Minutes of the general meeting of participants of the limited liability company “Romashka”
Then the number of arriving participants is indicated, their personnel and the size of the share in authorized capital organization, the presence of a quorum and the authority of the meeting, as well as invited persons indicating their passport data and place of residence, the chairman and secretary of the meeting are elected.
This concludes the introductory part of the document, and the agenda items are formulated indicating the number of people who voted “FOR”, “AGAINST” and abstained from voting on each of the agenda items.
The following issues are on the agenda:
- Liquidation of Romashka LLC.
- Appointment of a liquidation commission or liquidator.
- Imposing obligations on the liquidation commission.
After the text of the main part of the document, the surname and initials of the chairman and secretary of the meeting are indicated, and the relevant persons sign.
The issue of the organization’s seal and notarization of the document is resolved in the same way as in the case of a decision being made by the sole participant of the LLC: there is no need to affix a seal, nor do you need to contact a notary.
The decision and protocol are drawn up in two copies, since one of them remains in the organization, and the other is submitted to the tax authority as an attachment to the notification of the start of the Liquidation procedure in form P15001.
It should be noted that when holding a general meeting, the norms of corporate law must be observed, that is, the LLC participants must be properly notified of its holding, and a quorum must be observed. Otherwise, the founders’ decision to liquidate the LLC may be challenged or considered not accepted at all.
So, we have examined the structure, content and process of making a decision on liquidation. It should be noted that due to the special importance of this document for the future fate of the company, it must be prepared and executed without errors or corrections. Strikethroughs and additions are not allowed in the text.
Accordingly, before printing the text, you should carefully check all entered data, special attention You should pay attention to the passport details of the participants, taking into account that they may have changed since the previous general meeting.
Closing an enterprise involves going through certain stages, the first of which is drawing up and making a decision on. This is a document outlining the intentions regarding the termination of the LLC's activities.
Depending on the nature of the proposed procedure, a decision can be made:
- the only participant in voluntary liquidation (if there are several founders - on general meeting a protocol is drawn up);
- other interested structures, including government. authorities, in case of compulsory procedure.
Mandatory Notarization is not required.
Based on the decision to begin liquidation of the LLC, notifications are filled out in form No. and P15002. These papers in mandatory are subject to notarization, since they contain information about the intention to close the company.
Who accepts and signs it?
The procedure for preparing primary liquidation documents is influenced by the number of founders:
- Availability one participant significantly simplifies the paper preparation process. The main text contains information about the decision taken with the appointment of a commission or liquidator. The document must also reflect the following parameters:
- his number;
- name of the locality;
- date;
- information about the owner, specifying the 100% share of ownership, as well as passport data;
- personal signature of the founder (one person).
- Protocol on liquidation of LLC in case of with several founders more voluminous. The list of persons present must include all participants general manager and an accountant. The document is signed by the responsible persons - the chairman and the secretary, after which the signatures are certified by the manager of the company. The main text in this case is accompanied by mandatory provisions:
- The reasons that served as the basis for the decision to close the company, indicating the date.
- Full name of the manager confirming compliance with the requirements of the legislation of the Russian Federation for timely notification of regulatory authorities.
- The decision to create a liquidation commission with a list of its members by name, headed by a chairman. This provision is supplemented by data on the transfer of powers to her regarding the subsequent management of the liquidation procedure.
- The procedure for carrying out this procedure.
- The fact of voting. Most often this is reflected in the “unanimous” format.
- Presence of signatures of responsible persons.
This completes the first stage of liquidation. Next, the next package of documents is being prepared.
Submission of the decision and related documentation
Within three working days from the moment the decision is made, a written message about this fact is provided to the Federal Tax Service.
The tax office selects a package of documents consisting of:
- minutes of the general meeting of participants or a personal decision of the founder in one person;
- notifications in form P15001. This document is completed in strict accordance with the requirements of tax legislation.
Options for submitting documentation to the Federal Tax Service:
- during a personal visit;
- by valuable postal item;
- in format electronic documents via the Internet (if you have an electronic digital signature);
- through multifunctional centers (MFC).
The application is submitted either by the liquidator (chairman of the liquidation commission) or by a person acting on his behalf on the basis of a power of attorney certified by a notary. 
Subsequent stages
Receiving documentation from the tax inspectorate confirming the registration of liquidation data in the Unified State Register of Legal Entities serves as the beginning of the following stages of the procedure:
- Publication in the media by submitting a notice to the State Registration Bulletin. The text of the publication highlights the detailed details of the company: name with legal address, TIN, KPP, . At the same time, the number and date of the decision to close the company, contact details of the liquidator, the procedure and period of interaction with creditors (at least two months) are indicated.
- Work with accounts payable for payments to social funds, the budget, settlements with personnel, suppliers and contractors.
- Repayment of debts to creditors in accordance with Art. 64 Tax Code of the Russian Federation priority:
- priority payments are aimed at repaying debts to personnel for wages and social benefits;
- further settlements are made with the budget and extra-budgetary funds;
- Lastly, settlements with other creditors are made.
Step-by-step instructions for the procedure in question are discussed in detail in the following video:
Liquidation of an LLC is a rather complex and time-consuming process. However, if you adhere to certain rules, 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 solution 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).
Please 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 documents 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.
Please note, funds (PFR and Social Insurance Fund) no longer need to be notified of the fact of LLC closure. This information they must be provided by the tax office. True, anything can happen in our country, so at the moment It’s better to check with the Federal Tax Service at your place of registration.
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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 acknowledgment of delivery or 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.
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 liquidation process of the LLC coincided with the end of the reporting year, then you first need to submit the SZV-STAZH and 4-FSS calculations for the past year (in general procedure), and then for the period from the beginning of the year until the filing of the application for liquidation P16001.
Note: on the latest reports to the Pension Fund, Social Insurance Fund and Federal Tax Service, do not forget to check the box 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 a 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 design, 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 minutes (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 in 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 tax 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 next order:
- Citizens to whom the LLC is liable for causing moral damage or harm to life and health.
- Employees according to employment contract(salary and severance pay) and payment of royalties.
- Calculations for mandatory payments to the budget and off-budget funds(taxes, insurance premiums, fines, etc.).
- Remaining debts to other creditors.
If cash is not enough to pay off all the debts of the LLC, then the organization needs to 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 assets are in final balance turn out to be more than the intermediate one, then the tax office may ask for clarification and even refuse to liquidate. 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 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 in specialized organization and hand over the remaining documents of the liquidated company to the archives.
Civil Code of the Russian Federation Article 62. Responsibilities of persons who made a decision to liquidate a legal entity
(see text in the previous edition)
1. The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity, within three working days after the date of adoption of this decision, are obliged to report this in writing to the authorized government agency, carrying out state registration of legal entities, to make a record in the unified state register of legal entities that the legal entity is in the process of liquidation, as well as publish information about the adoption of this decision in the manner prescribed by law.
2. The founders (participants) of a legal entity, regardless of the grounds on which the decision to liquidate it was made, including in the event of actual termination of the activities of the legal entity, are obliged to take actions to liquidate the legal entity at the expense of the legal entity’s property. If there is insufficient property of a legal entity, the founders (participants) of the legal entity are obliged to perform the specified actions jointly and severally at their own expense.
3. The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity appoint a liquidation commission (liquidator) and establish the procedure and timing of liquidation in accordance with the law.
4. From the moment the liquidation commission is appointed, the powers to manage the affairs of the legal entity are transferred to it. The liquidation commission acts in court on behalf of the liquidated legal entity. The liquidation commission is obliged to act in good faith and reasonably in the interests of the liquidated legal entity, as well as its creditors.
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 in the following manner: established by law about insolvency (bankruptcy).
5. In case of non-fulfillment or improper fulfillment by the founders (participants) of a legal entity of the obligations for its liquidation, an interested person or an authorized state body has the right to demand in court the liquidation of the legal entity and the appointment of an arbitration manager for this purpose.
6. If it is impossible to liquidate a legal entity due to the lack of funds for the expenses necessary for its liquidation and the impossibility of assigning these expenses to its founders (participants), the legal entity is subject to exclusion from the unified state register of legal entities in the manner established by the law on state registration of legal entities.
