Closing of LLC in the absence of activity: features and procedures

Closing of the LLC in the absence of the company's activities means that it completely stops its activities, when other persons do not have the right to receive rights and obligations for it. And the legal entity itself is removed from registration in a number of authorized bodies. All this takes from two weeks to one and a half years and consists of several stages.

If no reports were submitted

Many entrepreneurs are interested in whether it is possible to close the LLC in the absence of tax activity in relation to it. At the same time, the authorized structure itself may later recognize the company as inactive. In other cases, she has the right to impose a fine. So, if a legal entity has not submitted any accounting documents to the tax service during the year and has not conducted any financial transactions on any account, it can be considered inoperative.

When can I suspend an enterprise?

Why, after a certain time of the company's operation, it is possible to close the LLC in the absence of activity. The reasons most often are:

• Absorption or merger;
• bankruptcy;
• A constituent decision and much more.

The closing procedure includes not only the withdrawal from registration, but also the correct calculation of all payments, paperwork, cancellation of accounts and conducting reconciliation with partners. The simplest way is to close the LLC when there is no activity in the general order.

Who decides on liquidation?

The process of dissolving the company is launched from the filing of a special commission, which includes the founders. Perhaps the closure of the LLC in the absence of activities for 3 years, or less than a short period. It is carried out on the basis of constituent documents and current legislative acts. Closure can be voluntary, and forced, when the decision is taken in court.

This happens if:

• There are errors in the documentation that can not be changed;
• The activity of the structure does not correspond to any one specified in the constituent papers;
• If reports are not sent to the tax authority;
• If the state register has data that the organization is absent at the place of official registration.

Liquidation of LLC

If there is no activity for a certain time, a constituent assembly is convened, at which a decision may be made to terminate the company's work. This should be recorded in the protocol, after which a liquidation commission is appointed, to which all the affairs of the structure go, if necessary, it represents its interests in court.

Further, the closure of the LLC in the absence of activity and account is carried out according to the following algorithm:

• The tax service shall submit documents on the intention to liquidate the enterprise;
• At the same time, the Unified State Register of Legal Entities shall enter information about the status of the LLC at the stage of termination of work;
• Information on the liquidation of the enterprise is published in the media ("Bulletin of State Registration" and other newspapers), which cover news about the closure of enterprises. But this can only appear after notification of the decision of the tax service;
• It is necessary to disclose the terms and procedure for making claims by creditors. They can be at least 2 months after the message appears;
• It is possible to close the LLC on the basis of inventory of funds, identification of obligations and the order of their implementation. If the company did not have debts, you need to reconcile finances with social and other structures;
• A liquidation interim balance sheet is drawn up which, together with the required notification, is sent to the tax authority;
• Employees are dismissed with a condition of repayment of all payments;
• Final tax calculation is performed;
• Reporting documents and declarations are sent to the appropriate authorities;
• LLC is removed from the registration records in social and insurance funds and the Uniform State Register;
• The final liquidation balance is formed, which is approved by the appointed commission;
• In accordance with the shares between the participants, the assets are distributed;
• A state duty is paid by a settlement account;
• Seal destroy, close financial papers;
• To the tax authority send all documents confirming the implementation of measures to eliminate the structure;
• Obtaining a certificate.

How much is the procedure

Closing of the LLC in the absence of activity has its price, but it is immediately difficult to name it, because the total amount depends on such factors:

• Book value of assets in the possession of the enterprise;
• The presence of debts;
• Method of liquidation of the structure;
• How the documents were sent.

For example, the state fee for the cancellation of an enterprise is 20 percent of the cost of registration, that is, 800 rubles. Notary services are paid separately - 700 rubles and more. Possible additional costs, if the accounting documents have certain shortcomings. This will need to be corrected with the help of specialists.

Timeline for closure

If we talk about the time of the procedure, then here too everything depends on various factors. Approximately from 2 weeks and up to one and a half years, an average is required to close the LLC in the absence of activity. The specifics of the situation in which it was liquidated have a direct bearing on this. So, with the change of director and founders, it takes a month, with a merger or takeover - about 5 months. But in case of bankruptcy, you can close the company within 1.5 years.

Types of liquidation at zero balance

Closing of LLC in the absence of activities is often carried out on the basis of the presence of a zero balance. The company should be absent any movements in the accounts, as well as the availability of profits.

The elimination scenarios can be in this case three:

• Voluntary closure - if the enterprise is unprofitable;
• Bankruptcy - if it had debts;
• Alternative - if it is sold or reorganized.

Liquidation of an enterprise in the presence of debts

A bankrupt is a company that has a debt of 100,000 rubles or more that has not been paid for 3 or more months, and it is impossible to collect it in a shorter time. If a commercial organization does not have sufficient funds and assets to pay off its obligations, it is liquidated according to the following scheme:

• Filed an application for bankruptcy until the deadline for the repayment of the debt;
• Within a month the issue of insolvency of the structure is being considered;
• The arbitral tribunal appoints the manager;
• Property is valued;
• LLC is declared bankrupt;
• Consideration in court of possible emerging issues;
• Registration in the registry about objections.

The final stage is official liquidation. In this way, in the event of a debt, the LLC closes in the absence of activity.

Advantages and disadvantages of different ways of cancellation of companies

Each way of liquidation LLC has both positive and negative sides. So, the standard method, practiced in the absence of debts, small turnover and quality accounting has the following advantages:

• The company is permanently excluded from the Unified State Register of Legal Entities;
• Minimum risk of the consequences of tax inspections.

And the main drawback is the duration of the procedure (up to 3 months).

Closing of the LLC in the absence of activity on the basis of bankruptcy is carried out with the existing debts.

This method is very reliable and is applicable even if there are obligations, it is impossible to cancel liquidation in this case. This procedure completely eliminates the need for a tax audit of the enterprise. The disadvantage is its duration and high cost.

Alternative liquidation and reorganization: features

If the closure of an enterprise occurs through the change of management to a management company, this is done in the absence of large debts, counterparties in the form of one-day firms.

The advantage of this method is quick elimination in the absence of major problems. It takes only a month and will cost about forty thousand rubles. Its disadvantage is that the company will nominally exist anyway, and even legal structures may not confirm the legality of the procedure.

There is a similar method when a director or a founder is changed to a management structure that is not registered in the territory of the Russian Federation. The condition is the absence of large debts and cooperation with companies - "one-day". Advantages and disadvantages are similar to the previous case.

Another method of liquidation of an enterprise is a reorganization through accession. Its negative and positive sides are almost the same as those of alternative ways of closing the commercial structure. However, the cost will be slightly higher. But the reliability of this method is also in doubt.

It is best to close the enterprise through bankruptcy, and in the absence of debts - by the standard classical method. If the company did not have serious financial problems, and it was not involved in the shadow money movements, then everything will happen as quickly as possible.

LLC as a subject of entrepreneurial activity can be closed in case of need, if its owner has made a decision on complete liquidation or merger or organization. The variant of the procedure is selected by the founder, depending on the circumstances.