Liquidation of an LLC is the termination of the existence of a limited liability company without the transfer of its rights and obligations through succession to other persons. A legal entity may be liquidated by its participants voluntarily or by court decision in the cases specified in Article 61 of the Civil Code of the Russian Federation. In this article we will look at the process of voluntary liquidation of an LLC.
The process of liquidating a company is complex and lengthy. Before you start, think about whether, in your case, there is an opportunity to sell your share in the organization to other persons. In this case, the LLC will continue to exist, but without your participation. This option is also called “alternative liquidation,” although it would be more correct to call it “alternative to liquidation.”
In addition to liquidation, the company may be reorganized. Here is a brief description of the types of LLC reorganization:
| Type of reorganization | Description | Article of the Law “On LLC” |
| Merger | Creation of a new company with the transfer of all rights and obligations of two or more companies and the termination of the latter | 52 |
| Accession | Termination of one or more companies with the transfer of all their rights and obligations to another company | 53 |
| Separation | Termination of a company with the transfer of all its rights and obligations to newly created companies | 54 |
| Selection | Creation of one or more companies with the transfer to it (them) of part of the rights and obligations of the reorganized company without terminating the latter. | 55 |
| Conversion | The company has the right to transform into a business company of another type, a business partnership or a production cooperative | 56 |
Before the start of liquidation, the LLC must inform its employees and the employment service authorities about this fact and the upcoming dismissal, no later than two months before the start of the process. Dismissed employees are paid severance pay in the amount of average monthly earnings, in addition, they retain their average monthly earnings for the period of employment, but not more than two months from the date of dismissal (Article 178 of the Labor Code of the Russian Federation).
If in your case it is necessary to liquidate an LLC without transferring its rights and obligations to other persons, then we suggest that you first familiarize yourself with the sequence in which liquidation should take place, after which we will consider these points in detail.
- Making a decision on liquidation and appointing a liquidation commission.
- Notification of the fact of liquidation of the tax office and funds.
- Publication about liquidation in the “Bulletin of State Registration”.
- Notice of liquidation to the Federal Resources Agency (EFRSFYUL).
- Notification of each creditor about the liquidation of the company.
- Drawing up an interim liquidation balance sheet.
- Submitting a package of documents for liquidation to the tax office.
- Obtaining documents on state registration of LLC liquidation.
Making a decision on liquidation and appointing a liquidation commission
Making a decision on the voluntary liquidation of an LLC falls within the competence of the general meeting of participants, but liquidation can be proposed by the board of directors, the sole executive body (director) or a member of the company. The decision to liquidate the LLC must be made unanimously by all participants. If there is only one participant in the society, then such a decision, naturally, is within his competence.
The liquidation committee may include a director, chief accountant, legal adviser and other qualified specialists, but it may also be one person called the liquidator. The responsibilities of the liquidation commission (liquidator) are given in Article 62 of the Civil Code of the Russian Federation. All powers to manage the affairs of the company and represent it in court are transferred to the commission, therefore it (or the liquidator) is responsible for all stages of the liquidation of the LLC.
Example of minutes of a general meeting of participants on the liquidation of an LLC
An example of a decision by a sole participant to liquidate an LLC
Notification of the fact of liquidation of the tax office and funds
The tax office must be notified of the liquidation of the LLC within three working days after the relevant decision is made using form P15016, certified by a notary. The decision on liquidation itself is also attached to the notice. Based on these documents, the tax office enters information into the Unified State Register of Legal Entities that the LLC is in the process of liquidation. It is no longer necessary to notify the funds (PFR and Social Insurance Fund) about this fact independently.
After receiving notice of the liquidation of an LLC, the tax inspectorate can begin an on-site audit, regardless of when and on what subject the previous audit was carried out. Funds – Pension and Social Insurance Fund – can also request documents related to the assignment, recalculation and payment of pensions, payment of contributions and benefits.
Publication on the liquidation of an LLC in the State Registration Bulletin
According to paragraph 1 of Art. 63 of the Civil Code of the Russian Federation, the liquidation commission must publish a message in the media about the liquidation of the LLC. The message indicates the procedure and deadline for filing claims by creditors, which cannot be less than two months from the date of publication.
Order of the Federal Tax Service of Russia dated June 16, 2006 N SAE-3-09 / [email protected] ) established that the publication in which the notice of liquidation is published is the “Bulletin of State Registration”. You can post a message using a special form.
How to assert
Approval of the liquidation balance sheet is mandatory. The document is signed by the founders of the organization and approved by the body that initiated the liquidation or by an authorized government body (clause 6 of Article 63 of the Civil Code of the Russian Federation).
Together with the application in form P16001 for state registration of a legal entity in connection with its liquidation, a decision or protocol on approval of the LB is submitted to the territorial tax office.
The decision must contain the following information:
- Name of the institution.
- The form of the meeting and the actual address of its holding, the start and end time of the meeting.
- FULL NAME. persons present at the meeting.
- A designated agenda and listed issues on which those present need to make a decision.
- Decisions taken on the identified issues.
Approval is carried out by those persons who initiated the liquidation. The decision and the protocol on approval of the balance are two different documents. The approval decision is drawn up if the company has a single founder (or there is only one participant in the company). The approval minutes are prepared based on the results of the general meeting of LLC participants. In essence, the protocol is a joint determination of all company participants on the approval of liquidation documents.
Drawing up an interim liquidation balance sheet
An interim liquidation balance sheet containing information on the composition of the property of the LLC being liquidated and the list of creditor claims is drawn up after the end of the period specified in the publication in the Bulletin (at least two months).
The preparation of such a balance must again be reported to the tax office using Form No. P15016. If, when you first submitted the form, section 2 indicated the reason for filing the application “3”, then to notify about the preparation of an interim balance sheet, you must enter the number “4”. In addition to the notification, the decision to approve the interim liquidation balance sheet, the balance sheet itself and a copy of the “Bulletin” sheet with the publication or supporting documents are submitted to the tax office.
After approval of the interim liquidation balance sheet, the commission begins to make settlements with creditors. The requirements are satisfied in the order of priority established by Article 64 of the Civil Code of the Russian Federation:
- claims of citizens to whom the liquidated LLC is liable for causing harm to life or health, as well as claims for compensation for moral damage;
- calculations for the payment of wages and severance pay for employees hired under an employment contract and for the payment of royalties;
- calculations of mandatory payments to the budget and extra-budgetary funds;
- settlements with other creditors.
If the funds of a liquidated LLC are not enough to pay off all debts, then the company’s property must be sold at public auction.
Please note: if the property of a liquidated legal entity is insufficient to satisfy the claims of creditors, the liquidation commission is obliged to apply to the arbitration court with an application for bankruptcy of the legal entity (Article 63 of the Civil Code of the Russian Federation). Based on this, voluntary liquidation of an LLC is possible only if the organization has no debts.
If even before the liquidation of the LLC it becomes clear that the company’s funds and property are not enough to satisfy the claims of all creditors, we recommend that you immediately contact bankruptcy specialists. There are a lot of nuances here, such as who will initiate bankruptcy and who will appoint an insolvency administrator. You should also not try to get rid of the property of an LLC on dubious advice before its liquidation, so as not to be held vicariously liable.
Protocol on approval of the liquidation balance sheet
The final stage of closing an organization is the preparation and registration of the liquidation balance sheet (LB). The final Protocol on liquidation (approval of the LB) is also drawn up based on the results of the ASU carried out in accordance with all the rules.
If the Company does not have accounts payable at the time of drawing up the SDS, it is allowed to prepare the SDS the next day. That is, taking into account the dates of the above samples, the nearest possible date for drawing up the liquidation balance sheet is July 08, 2022.
Submitting a package of documents to the tax office for liquidation of an LLC
After the creditors' claims are satisfied, the commission draws up the final liquidation balance sheet, containing information about those assets of the company that remain and must be distributed among the participants. Both the interim and final liquidation balance sheets are approved by the general meeting of participants.
If, due to dishonest actions of the liquidator, the organization’s assets in the final balance sheet turn out to be greater than in the interim balance sheet, then the tax inspectorate may refuse to liquidate the LLC.
Indeed, the assets indicated in the interim balance sheet, in most cases, can only decrease (due to satisfying the claims of creditors), but not increase in any way. If there is an increase in assets according to the final balance sheet, then this may indicate that the assets were temporarily withdrawn from the LLC so as not to “go to creditors.” While the LLC liquidation process is underway, the organization can continue to conduct profit-generating activities, but in practice, counterparties are very distrustful of such transactions. Business transactions for which assets in the LLC “arrived” after the approval of the interim balance sheet may be subject to thorough inspection by the tax authorities, and become the reason for refusal to liquidate the LLC.
A claim to invalidate the liquidation of an LLC due to the fact that the amount of assets on the final balance sheet exceeded the amount of assets on the interim balance sheet may subsequently be filed by creditors whose claims remained unsatisfied. There is judicial practice on this issue, and it is not always in favor of unscrupulous participants in the LLC being liquidated.
After completing settlements with creditors, the property of the liquidated organization is distributed among the participants of the company (Article 58 of the Law “On LLC”). First of all, the distributed but unpaid part of the profit is paid, and secondly, the remaining property of the company is distributed according to the shares in the authorized capital.
The final package of documents for registering the fact of liquidation of an LLC consists of:
- third application in form No. P15016, notarized;
- final liquidation balance sheet;
- decisions of the general meeting on approval of the liquidation balance sheet;
- document confirming payment of state duty (800 rubles);
- a document confirming the submission of personalized accounting information to the Pension Fund and the Social Insurance Fund.
State registration of the liquidation of an LLC is carried out within no more than five working days from the date of submission of documents to the Federal Tax Service.
Stage 5. Final liquidation balance
The final liquidation balance should not be completely zero, as many liquidators believe. At a minimum, the authorized capital must be reflected there. And it rarely happens that a company’s liabilities amount to exactly the value of its property, right down to the penny.
The most important thing for tax authorities is that the balance sheet does not reflect unsettled debts. All other property, the money remaining after satisfying the stated claims of creditors - they are not interested there. There is no need to display information about written-off debts in the LB.
As is already clear from the word “balance sheet”, its preparation is at least a joint task for the liquidator and the accountant.
Important: there is practice for submitting liquidation balance sheets (interim and final to the territorial Federal Tax Service). The Ministry of Finance in Letter dated December 17, 2014 No. 03-02-07/1/65223 explains that this is not necessary.
The liquidation balance sheet must contain a note indicating its approval by the meeting of participants (decision of the sole participant). In its absence, there is a chance to go to prove that it is liquidated in court, which will delay the liquidation procedure for about six months.
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Obtaining documents on state registration of LLC liquidation
The only document that confirms the liquidation of an LLC is the entry sheet of the Unified State Register of Legal Entities in form N P50007.
The methods for submitting and receiving documents during the liquidation process of an LLC are the same as for other applications to the tax office:
- personally by the chairman of the liquidation commission or the liquidator;
- a representative under a notarized power of attorney;
- by mail with declared value and an inventory of the contents;
- signed with an electronic digital signature.
After the liquidation of the LLC is confirmed by a record sheet from the Unified State Register of Legal Entities, all that remains is to: close the current account; destroy the seal in a specialized organization; hand over the documents of the liquidated company to the archive (Article 23 of the Law of October 22, 2004 N 125-FZ).
