How to close the LLC? Step-by-step instruction: the procedure, terms, nuances

Many people dream of organizing their own business. However, in addition to independence and the possibility of good earnings, it involves a considerable share of the risk. So sometimes it happens that the enterprise has to close. This procedure consists of several consecutive steps that can be carried out with the help of specialists or independently. Consider how the liquidation of LLC. Step-by-step instructions will help to implement this solution without involving third-party organizations.

Why are they taking this step?

There are many reasons for closing the company. The regulation of the issue should be dealt with by looking at the law. A limited liability company may be liquidated voluntarily or compulsorily. In the latter case, the closure is made if:

• Taxes and state duties are not paid;
• Activities subject to compulsory licensing are carried out without such;
• The enterprise does not work for a long period of time;
• The facts of violation of the law were revealed at the opening of the LLC;
• Crossing the threshold of authorized capital;
• The activities carried out are contrary to other norms of the law.

Liquidation on a voluntary basis can be carried out for various personal reasons. It can be, for example, a poor state of health, inexpediency of further business, a decision to change the type of activity and so on.

Who decides to close the firm

LLC, if it is liquidated voluntarily, is guided in this procedure by the legislation of the Russian Federation and the internal documentation of the organization. The main document in this case is the charter. It also prescribes a similar opportunity.

The decision can be taken at the general meeting, the board of directors, as well as the founders.
If in the process of voluntary liquidation it turns out that the organization is bankrupt, then its closure will be regulated by the Law on Insolvency. This happens if, after the payment of all debts, it turns out that there are still creditors who can no longer repay the debt by means of the enterprise. In this case, the consent of the LLC members is not required. And the head must send a statement about this to the arbitration court.

If liquidation is made in a compulsory manner, then such a decision shall be made by a court. At the same time, the initiator of the procedure is not the court, but directly interested persons. They may be those that relate to the company, and third-party people, such as lenders.

Order of conduct

Consider how to close the LLC. A step-by-step instruction includes several items.

1. First, an appropriate decision is made. At this stage, a liquidation commission is elected, which will work by proxy. After the appointment of its members are obliged within three days to convey the relevant information to the controlling authority. The number of documents submitted includes the decision to initiate and appoint a liquidation commission, as well as a notarially certified notice in the form of a standard form.

2. Further in the Bulletin of State Registration information on liquidation is published. This step is necessary to ensure that all creditors with legitimate requirements to the company have been notified of the impending closure. The application for publication is submitted in duplicate, and also accompanied by a letter and a receipt for payment of the service.

3. The next step is to notify all available creditors. The company should take care that on hands thus there were documents that the notification has been made. A field tax audit can also be conducted . Although this step is not always carried out. This checks all documentation and data about calculations.

4. Then they pass the intermediate balance. But this step can be implemented only two months after the data published in the Bulletin.

But this is not all that you need to know to those who are interested in the question "how to close the LLC." The step-by-step instruction includes information on the obligation to pay all debts of the enterprise. At the same time, first you need to pay off debts to employees: compensations to those people whose life or health was harmed, wages and other payments to employees before and after their dismissal. Then follows taxes and other payments to state instances, and only after this comes the turn of creditors.
After all debts of the enterprise are paid, the final liquidation balance is handed over, and the LLC is closed. For this, the following is given:

• Application form;
• Decision on balance;
• balance;
• Receipt of payment of state duty;
• A certificate from the Pension Fund that the organization does not have debts.

The last point is no longer mandatory because the controlling authorities can exchange data on their own. That's how the question of how to close the company is solved. The step-by-step instruction has not only a certain sequence. For each of the steps, there are deadlines that need to be met.

Timing

Among other things, during this period, the bank is being closed, the seal is being destroyed, and the company's documents are transferred to the archive for safekeeping. These actions also take time.

For the closing procedure, it is necessary to pay a state fee, which will not be returned if the organization's cessation is denied.

So, when the decision was made to liquidate the company and the liquidator was appointed, the latter must notify the relevant authorities within three days. The Bulletin publishes information on the liquidation. Then, after 2 months, they pass the intermediate balance. The company is given a month to pay all debts. Documents on closing the tax are submitted at the end, which reviews them within 5 working days and, if the decision is positive, issues a notice on the removal of the legal entity from the register, as well as a certificate that its activities are terminated.

How much does it cost to close the LLC in 2016? To date, the state fee is 800 rubles.

Dismissal of employees

What else should I talk about under the topic: "How to close the LLC"? The step-by-step instruction contains a clause in which all employees are warned about the upcoming procedure, as well as their dismissal. The announcement of the forthcoming closure should be received not less than two months. The notification must be made in writing, where the employee signs. If for some reason he refuses to do this, then a corresponding entry is made in the document, and witnesses must sign that in their presence the person was notified of the upcoming event. In addition, information should be submitted to the employment service about each employee, indicating his position, profession, specialty and salary.

If mass dismissal of workers is supposed, they should be notified about it for three months. The notion of "mass character" means the presence of 16 or more people in the organization. This is the total number. But in this or that region, figures may change. In case of dismissal, in addition to wages, other payments should be made, for example, vacation and compensatory payments.

Well, now the question of how to close the company independently or with the help of specialized organizations can be considered almost closed. However, one can not but note the fact that in some cases the procedure may have a special order.

Bankruptcy

Very often the closure of the company is accompanied by a bankruptcy procedure. In this case, the organization has a number of advantages. For example, this is the only way that you can write off debts to creditors.

The bankruptcy procedure takes more time than liquidation in the usual manner, and is carried out within a period of up to 18 months. Often, having learned all the subtleties of the solution to the question "how to close the company independently," the owners prefer to turn to the help of a third-party organization, and these services are by no means cheap.

Recognition of bankruptcy can be complete or simplistic. The latter case happens when the leaders are not guilty of what happened, and the subsidiary responsibility for them will not apply.

Zero balance

Often there are also cases when they come to a decision to close an LLC with zero balance. To do this, you must have the following conditions:

• Lack of activity and profit;
• Zero income and expense;
• Payment of social expenses;
• Providing all documentation to the tax.

Depending on the company's position, liquidation can occur:

• In a voluntary manner;
• Through the bankruptcy procedure;
• In an alternative way.

In the latter case, it is about reorganizing or selling the company.

Merger

One of the alternative ways is to merge or join the organization to another firm. At the same time, all members of the LLC terminate their activities, and after the completion of a number of procedures, a new company is created, which is the legal successor of the previous one.

In the process of merger, one LLC is liquidated and transfers all rights to another company together with its accounts payable.

Change of founders

Another alternative way is how to close an LLC yourself. It is carried out through the change of its founders and the general director. Thus, formally LLC continues to exist, but in the vast majority of cases it ceases to conduct economic activities. This information must be included in the EGRUL. The procedure is possible only if the person who assumes the authority was not a member of the LLC before.

Conclusion

Deciding on an independent liquidation, it is necessary to use all available information, of course, priority is given to the most recent sources. For example, in order to close the LLC, in 2014, applications were submitted to the controlling body on certain forms. It is possible that in the years to come, new ones will be required. All this and much more need to be thoroughly studied. After all, the same incorrect submission of documents is fraught with the fact that termination of activities may be refused. And then you will not only have to re-prepare the package of documents, but again pay the state fee.