Liquidation of the company: step-by-step instruction. Execution of documents

Liquidation of a company is a legitimate way to stop its activities. Holding voluntarily is possible, if there are no debts that the company is not able to pay. Otherwise, a bankruptcy procedure can be appointed. Previously, companies preferred alternative routes, for example, business reorganization and other. But today there has been a significant increase in the number of firms that decide on the formal termination of activities through liquidation.

Changes in legislation

The main reason why companies are not in a hurry with liquidation is tax inspections. Their result was fraught with unpredictable consequences. Therefore, the issue was often decided by the change of founders or reorganization. But in March last year, the law No. 67, which regulated the issue of ensuring reliable information in the monitoring bodies, was amended, according to which alternative ways of liquidation became punishable acts. In connection with this, the liquidation of the firm in an official way attracts more businessmen and businessmen. Let's consider in detail how this procedure takes place and on what points it is necessary to pay special attention.

Decision on liquidation

At this initial stage:

• A decision is made;
• Appointed liquidator or liquidation commission;
• Within 3 days the registering authority on liquidation and the liquidator is notified.

The liquidator can be either a member of the LLC or an invited person from outside. From the time he is appointed, all responsibility for the activities of the organization is assigned to him. These include debt issues, and accounting. The burden of subsidiary liability also falls on him .

When notifying the registration authority, the following documents must be submitted:

• Notification in the form prescribed by law P15001;
• Decision on the liquidation and appointment of a commission or liquidator (original document).

"Bulletin of state registration"

The next stage in this process is the publication of information in the "Bulletin of State Registration". Currently, the procedure is easier, because it is possible to carry out in online mode.

You can start ordering a publication even if the documents from the registration authority have not yet been received. In this case, you can save a few days.

After the liquidation commission is appointed, the CEO is deprived of the right to sign documents. However, in practice, for example, the bank will require the provision of a record from the Unified State Register of Legal Entities, and only then allows you to change the bank card.

Dismissal of employees

For this stage, there is no specific stage at which the firm is located in the liquidation process. Therefore, dismissal occurs regardless of it. Only by the time it is necessary to file information with the FIU, this stage must be passed.

The forthcoming dismissal must be notified to the employment service two months before. In this case, there is no provision for any fixed form. Therefore, the message is made in an arbitrary order. Nevertheless, in some regions of the Russian Federation such a form can be envisaged. Also, there are various documents that attach to the notification. So, in Moscow you need:

• Information about employees;
• Letter addressed to the director;
• A copy of the Rosstat information letter .

If the liquidation of legal. The person will lead to mass dismissals, then the employment service should be notified about it for three months. A dismissal is considered to be a mass loss when 15 or more people lose their jobs. If such a message is not filed, the law provides for administrative liability in the form of a fine:

• For the organization - from three thousand to five thousand rubles;
• For the head - from three hundred to five hundred rubles.

At the same time, it is quite rare for this offense to be fined. However, in the event of a labor dispute for the court, this fact will play a significant role in the decision.

Two months before the dismissal, all employees must be notified. This must be done in writing. There is also no notification for the installed form. Therefore, it is compiled in an arbitrary form. If the employee refuses to sign the document, then a corresponding note is made in it, and witnesses, for example, from the number of employees, must sign this document.

When the date provided for by notification comes, the employment contract is terminated. The employee should receive a full calculation, as well as a benefit equal to the average earnings for one or two months. In some cases, it may be issued in the third month after the dismissal.

If the liquidation of the firm does not take place, then the employee can be reinstated in the same position that he occupied earlier.

Inventory and debt issues

At this stage, the company's creditors are identified, which are notified of the forthcoming procedure. An inventory of property is also carried out . If there is a tax debt, you need to notify the tax office about it. To pay off with creditors, it may be necessary to assign a receivable. These issues are dealt with until the liquidation balance sheet is approved.

Tax audit

This stage, as well as the dismissal of employees, can occur regardless of the sequence of other actions when the firm liquidates. The tax can also cancel the check. At the same time, when the activity ceases, this procedure does not depend on the period when it was last conducted. In the standard procedure, a tax audit is appointed once every three years.

If the procedure is assigned, then it is carried out as usual. Its validity is 2 months, but can be extended to 4, and in exceptional cases and up to six months.

Interim liquidation balance sheet

The liquidation commission is the PLN. The document starts when the deadline for submission of creditor statements has expired, the court decision on the requirements to the organization has been adopted, and the tax audit has been completed.

The interim liquidation balance sheet contains all the creditors' claims, the decision to accept or not accept them, as well as those points in respect of which a satisfactory decision was taken by the court.

The tax is notified of the liquidation of legal entities. Persons in the form prescribed by law and the SLP. These data are declared by the liquidation commission (or liquidator).

Neither the intermediate, nor the final liquidation balance has an approved form. Therefore, the documents are submitted in an arbitrary form. They must be approved by the founders or participants of the company.

Reporting to the FIU

After the SSB was submitted, it is necessary to submit the accounts for the personified account to the Pension Fund. By this time, of course, employees must be fired. In addition, it is desirable to reconcile with the FIU to see if there are any debts left. As practice shows, this step is very useful for liquidating the company without additional obstacles. If the debts are revealed, they should be repaid in the very near future.

Satisfaction of creditor claims

If at this stage it turns out that the funds to meet the creditor claims are not enough, then the company's property is put up for auction, thereby repaying the remaining debt. If, after this, the creditors remain, the further closure of the firm is made in the order of the bankruptcy procedure, which is regulated by the relevant law. It will be appointed only when the claims exceed the amount of three hundred thousand rubles.

The creditors' claims are satisfied in order of priority.

• First, all debts of citizens in respect of which the company is responsible for causing harm to health or life must be paid off. Compensation of moral harm also applies here.
• Further, there are paid weekend benefits, wages and other payments to employees who are terminated.
• The third stage concerns the payment of all arrears to the budget and extra-budgetary funds.
• Only in the fourth stage creditors' demands begin to satisfy. This stage, which is part of the liquidation of the firm, is carried out strictly in order of priority. Each of these must be fully satisfied before proceeding to the next stage. The only exception is the obligation to provide collateral. They are satisfied at the expense of the proceeds from the sold mortgaged property.

If the company's property for the payment of arrears is not enough, the remaining part is distributed among the creditors in proportion, according to the amounts of the claims.

If the liquidation commission decides to refuse the creditor, then it can file a claim. Then, if the court makes a positive decision, the claims will be satisfied from the sale of property, which by that time was left.

If the creditor applies only after the deadlines established by law expire, the debt can be repaid only after the issues with the rest of the creditors have been settled.

If the property was not enough, then the claims will be considered extinguished. This also applies to those items that the liquidation commission did not recognize, if after that the creditor did not file a suit in court.

Final liquidation balance sheet

When all previous actions have been completed, a final liquidation balance is established, approved by the founders or participants at the general meeting. This document confirms the information that all available debts have been paid off, and those that were found unreal are written off.

At the same time, the following package of documents is submitted:

• Application in the prescribed form P16001;
• LB (in some offices they can request that the document be marked by a territorial IFNS);
• A certificate from the Pension Fund (in spite of the fact that this duty was abolished in 2011, it would be more reasonable to provide it, in order to avoid closing the firm in time);
• A document on payment of state duty (the receipt for today is 800 rubles).

The decision that LB was drawn up and approved, is not required.

At the time of filing a package of documents, there should be no tax arrears. This information will be requested by the registration authority. And if the debts are revealed, then this will become the basis for refusal. Elimination of firms with debts even of the minimum size is not carried out.

The procedure will be significantly simplified if, after two months from the publication of information on liquidation in the Vestnik, the creditor claims are satisfied, there will be no legal proceedings and a decision was made not to conduct a tax audit. Then, together with the delivery of the PSL to the registering authority, you can also deliver a package of documents with LB.

Final Actions

When liquidation is made jur. Person, from the funds it is removed automatically. The liquidation committee shall file an application for closing the account. In addition, you need to transfer documents to the archive. However, at present few people adhere to this rule. Provisions are, rather, recommendatory. Therefore, the registration authorities are not entitled to demand security of documents.

Nevertheless, such a norm is provided for by law. If the rules are violated, then this entails administrative responsibility. The seal can be destroyed independently, as a result of which an appropriate act is drawn up.

While the liquidation procedure is in progress, all reporting should be submitted normally. This applies to accounting and taxes. The activity of the company is considered to be terminated from the moment the entry is made in the EGRUL. Neither the interim or final liquidation balance sheet is considered to be the basis for termination of accounting and tax reporting.

Conclusion

This is the order that is necessary to liquidate the firm. The instruction helps to avoid mistakes in this difficult question. After all, any inaccuracies or conflicts will lead to the fact that the closure will stretch for a long time. If, at every stage, the company is properly liquidated, the documents are drawn up according to the established samples, in full and are submitted on time, then there are all chances that the process will take no more than a few months.