A detailed (step-by-step) instruction for the liquidation of an LLC with a single participant

If you are a founder of an LLC in a single person and decide to terminate your activity, the article will help in this matter. Consider how the liquidation of an LLC with a single participant is carried out. A step-by-step instruction contains a detailed description of how this is done.

Elimination and its types

More often than not, liquidation begins to be thought about when the firm has accumulated too much debt or does not have any activity at all. Elimination can be of three types:

• Voluntary;
• Compulsory;
• In the form of bankruptcy.

The first option will be possible only if the organization's funds will be enough to pay off the debt. Almost the entire procedure, which consists of a step-by-step instruction for liquidating an LLC with a single participant, is set out in the Civil Code. It is applicable to the elimination of all jur. Persons. Consider this process in order.

First, a decision is made

The founder makes a decision on voluntary liquidation independently. When there are several participants, a protocol is drawn up. And in the case of a single participant, only his decision is required. A step-by-step instruction for the liquidation of an LLC with a single participant begins with a conclusion on the following issues:

• On liquidation;
• On the appointment of the liquidator.

In some cases (in large organizations) it is advisable to appoint a liquidation commission. But the process itself will not affect it. If you subsequently need to change the liquidator or the members of the liquidation commission, this, as a rule, does not raise a problem.

Notification of tax

The liquidator sends to the liquidation tax notice for a specific sample (P15001). This should be done within three days since the decision was made to liquidate the enterprise.

Together with the notification, the decision of the sole participant on liquidation of the company is submitted . Within five working days, the registration authority issues a certificate stating that the company is in the process of liquidation.

Previously, the step-by-step instruction for the liquidation of an LLC with a single participant contained an item on the need to notify off-budget funds. However, at present (since May 2014), this duty has disappeared. In any case, the FIU and FSS will learn this information on the internal electronic document turnover system.

The question arises as to whether activity can continue during the liquidation of an enterprise? Answer: yes. Of course, activities are possible, but as the liquidation process is started, certain obligations are imposed on the liquidator and on the company as a whole. Therefore, activity must first of all be directed towards liquidation.

Publication

After the receipt of the record from the tax authority proceed to the next stage, when information about the liquidation is published in a special publication - "Vestnik gos. Registration ". After this, you need to wait two months.

All issues related to the publication can be found on the publication's website. In addition, there is an application filled out. After checking, the manager makes payment and submits the relevant documents. If the organization has an electronic signature, then all actions can be implemented while sitting at the computer.

"Herald" goes on Wednesdays. For publication, provide:

• Two application forms;
• Two covering letters;
• A list of the beginning of liquidation received from the registration authority;
• Decision to start registration;
• Receipt of payment.

As soon as the publication appears, during the next two months of waiting you can solve concurrent issues in parallel.

Notification of creditors

Identify creditors - the main issue in the liquidation process. After all, if there is not enough money to pay off debts, voluntary liquidation will result in bankruptcy proceedings.

There is an opinion that the notification of creditors can be called a publication in the "Bulletin". However, in order to avoid misunderstandings and unnecessary risks, it is better if the step-by-step instruction for the liquidation of an LLC with a single participant contains additional notice to all known creditors. The notice can be sent in free form by a valuable letter.

During the period, which is specially allocated for notification, it is possible to deal with the archive. In any organization, a lot of documents should be kept, some of them should be in the regional office of the archive. For example, information on personnel will help employees understand past work. In order to transfer documents to the archive, it is necessary to contact the relevant office, bring the documents into proper form and deposit for a fee. This procedure is mandatory. However, only a few companies adhere to it (mostly large organizations).

Liquidation Balance Sheet

The interim liquidation balance sheet must contain all of the company's liabilities, assets and material resources. Liquidation of an LLC with a single participant with debts together with this document will already significantly advance. After all, this is actually the final paper, which reflects the state of affairs of the company on the basis of the collected information. Here it is indicated who, how much and to whom should, what financial position is available. It is advisable that at this stage all disputable issues with the tax authority, the FIU and the FSS are already settled.

The intermediate liquidation balance has no concrete form. In practice, they usually take as their basis the balance sheet, but with the addition to it of data that there are no lawsuits filed by the company when the company is liquidated with a single participant.

The step-by-step instruction assigns an essential role to the liquidation balance sheet. It should be drafted taking into account that:

• A period of two months has elapsed since publication;
• There are no legal disputes with the organization;
• Field inspection was not carried out.

Tax audit

Field inspection is another stage, with which the liquidation of an LLC with a single participant is carried out. The instruction contains certain provisions relative to this, however, the procedure for on-site inspection is not always appointed.
If it is started, the liquidation balance is not abandoned until it is completed. The main reasons why the tax decides to initiate an audit are suspicions that taxes were not paid accurately. The same goes for reporting. Field inspection will be assigned the more likely, the higher the turnover of the firm. To do this, there must be a well-functioning accounting department.

But if the firm operated in the Moscow region with a small turnover, then there is no need to worry about checking. The main thing is to make payment of taxes and be submitted on time.

Imagine that the audit was conducted or not appointed at all, all the conditions are met, which by this time presupposes the independent liquidation of an LLC with a single participant. A step-by-step instruction is to submit a notice to the tax authority in the form P15001. In principle, no additional documents are no longer needed. However, in case of doubt in the registration authority, you can submit the following package, except for notification:

• Intermediate liquidation balance (the stamp of the tax authority was required on it earlier, now it is not necessary);
• A decision on its approval;
• Copy of the publication page.

Such completeness of information for tax will be more than enough.

Final Actions

After five days (workers) after the documents have been submitted, the registration authority issues a record sheet. With him in your arms, you are approaching the final stage of understanding how to liquidate an LLC with a single participant. Step-by-step instructions are detailed in the article.

What else needs to be done at this stage is to deal with the remaining property and to check whether the issue is resolved with the Pension Fund. The last point is very important. Therefore, it is best to personally come there and make sure that there are no more fines and other unpaid payments. Then you need to close your checking account.

When all organizational issues are settled and the issues with creditors are resolved, it remains only to notify the tax authority again of the approval of the liquidation balance sheet. In this case, it is not absolutely necessary that the liquidation of an LLC with a single participant and a zero balance be received as a result. The main thing is that it reflects the calculations that coincide with the interim balance sheet.

Both in one species, and in another special approved form there. Therefore, the basis can serve and intermediate with the necessary additions.
This time, the registration authority is notified by submitting the following documents:

• Application of the established form 16001, in which there must be a notarized signature of the liquidator;
• Receipt of payment of state duty;
• Decision on approval of the document (liquidation balance sheet);
• Balance with the signature of the liquidator;
• A certificate from the FIU that no debts are more than the organization has.

Sometimes the FIU does not issue a certificate, explaining this by the fact that the tax inspectorate will already see the information through electronic document management. Then you need to make sure that there are no more fines on the company anymore.

Bankruptcy

The bankruptcy procedure is appointed in the event that the organization is no longer able to pay all of its debts at its own expense. This is a worthy option, but it must be done very carefully, as mistakes can even lead to the institution of a criminal case.

Elimination through bankruptcy is a simplified scheme or standard.
Usually a voluntary liquidation of LLC with a single participant begins. The instruction, the sample of which is given above, will help you understand the standard scheme. But if during the time an intermediate liquidation balance sheet is drawn up, it turns out that the company can not repay the debt, the process will continue under the law on insolvency, that is, bankruptcy.

Then an application for the recognition of LLC bankrupt should be submitted to the arbitration court. The court appoints the manager. In this case, the candidature will be chosen one of those that the debtor himself will propose. This is a big plus of this method of liquidation, since in this case one can count on loyalty on the part of the manager.
If an official scheme of registration is supposed, then after the court recognizes the fact of bankruptcy, the company first establishes supervision and then the bankruptcy administration. After that, the usual steps of the bankruptcy procedure follow.

Alternative way: change of founders

To escape from long liquidation can help such a method as a change in the main persons of the company, that is, the founder and chief accountant. This is the simplest option and takes about 14 days to complete. Also the method is the cheapest of all.
However, here there are some pitfalls. The fact is that the record in the Unified Register of the original founder will also remain. Therefore, there is a risk that subsequent founders can bring the former to subsidiary responsibility.

Reorganization - accession

This option is more advantageous in comparison with the previous one, because in this case the entry from the USRLE is still excluded and there is little need for documents to implement the reorganization. But it will take 2-3 months. Also in this case, it is recommended to first change the leadership, that is, in effect, to implement the first proposed option. At the same time, there is a risk of involvement in subsidiary liability.

Liquidation of LLC with a single participant: the activity was not conducted

This option is the easiest. It means that the firm does not have a profit and does not have debts either. Such an LLC can be easily liquidated:

• The usual scheme that provides the steps described above.
• An alternative way, for example, is to sell or reorganize.
• The bankrupt organization will not be recognized for the simple reason that she does not have debts. Such a company closes very simply, because there are no on-site inspections and even interest from the tax authorities.

Conclusion

In the article we considered different ways of how to liquidate an LLC with a single participant. The instruction is more concerned with voluntary liquidation. Usually, if the accounting in the company was conducted properly, then such liquidation of the company takes no more than four months, after which the LLC is excluded from the USRLE.