The process of closing an LLC, that is, terminating its activities, involves deregistering it from certain authorities and is called liquidation. This is a rather lengthy and complex procedure. If you do everything in order, the closing will take place without problems.

Such decisions are made for various reasons:

• termination of activity;
• change of activity;
• bankruptcy;
• restructuring;
• merger.

Each case has its own difficulties and design features. The closure procedure involves not only deregistration of the company; it is also necessary to correctly calculate compensation and salaries for employees, pay off creditors, close accounts, and issue work books.

Before starting the liquidation of an LLC, it is necessary to appoint a person in charge, on whose competence the quality of the process will depend.

Liquidation of LLC: stages

In order for the closure to take place without unnecessary difficulties, it is necessary to carefully study the new legislative acts on how to close an LLC in 2016 - step-by-step instructions contain detailed recommendations for the sequence of actions. If you feel that this process is quite complicated for you, then you need to get accountant consultation to clarify all controversial and difficult points.

Step 1:

Organize a meeting of founders:

• Make a decision to close the enterprise.
• Appoint a responsible person who will deal with the liquidation and manage the enterprise during this period.

Step 2:

Notify the registration authority of the decision made no later than three days later by providing the following documents:

• decision to appoint a responsible person;
• closure statement certified by a notary.

Step 3:

Notify all creditors of the liquidation of the enterprise by publishing an announcement of closure in the State Registration Bulletin, providing the following documents:

• a check or receipt for payment for the publication itself;
• application form filled out in duplicate;
• decision on liquidation and appointment of a responsible person;
• cover letter in two copies.

Notifying creditors is the most important aspect of closing a business. Therefore, each of them is sent a registered letter so that there is confirmation of their actual notification, which will protect you in controversial situations.

Step 4:

Tax service audit. According to the law, the tax office carries out a visit to check the interim balance. However, this is done extremely rarely. But reconciling calculations with the budget, as well as checking declarations to ensure they are filled out correctly are simply necessary. This allows you to eliminate documentary and financial debts. Otherwise, it is impossible to liquidate the LLC.

Step 5:

Drawing up an interim balance sheet is an important point. Its main goal is to determine the real financial condition of the enterprise. The data obtained allows the founders of the LLC to determine the value of existing assets. To pass it, you will need:

• summed up interim balance;
• decision on its approval;
• confirmation of publication of the advertisement;
• form P15001, certified by a notary.

This package of documents is submitted two months after the publication of the announcement of liquidation (you can contact our company for help in providing accountant services for LLC).

Step 6:

Dismissal of personnel. It is important to do this correctly, observing the Labor Code, namely:

• draw up a notice of dismissal in two copies;
• give two months' notice of liquidation of the enterprise;
• count two months after signing the notice.

If staff refuses to sign a notice of dismissal:

• An act is drawn up containing a record of the closure of the company.
• After signing the act, the staff is considered dismissed.
• Dismissed employees are paid compensation, which includes: salary, payment for vacation (if there is unused), severance pay equal to the average monthly salary.

It is important to know: according to the law, even if an enterprise has external debts, settlements with employees are made first.

Step 7:

Submission of the liquidation balance sheet is the final stage, which involves submitting the following documents to the registration authorities:

• notarized form P16001;
• decision to approve the balance sheet;
• liquidation balance sheet;
• receipt of payment of state duty (800 rubles).

Step 8:

• Close the company's current account.
• Transfer all available documents to the archive.
• Destroy the seal.

Remember: every stage of liquidation of an enterprise is important (this applies not only to LLCs, but also to accounting support for individual entrepreneurs and its closure).

Liquidation of LLC: terms, features

In fact, the liquidation of an enterprise takes a long time. Sometimes the process takes up to a year. The most difficult and time-consuming option is the voluntary closure of an LLC. However, it is also considered the most reliable.

It is possible to use an alternative option - the sale of the enterprise, in which the closing process will last two weeks. Reorganization, also often undertaken for the purpose of actual liquidation, takes no more than three months.

The main positive feature of closing an LLC under the new rules is that there is no need to notify the Pension and Social Funds about it.

Liquidation of an enterprise is a procedure for terminating its activities through deregistration with the relevant authorities. This is a long-term event that lasts from 2 months to six months.

There are certain stages of the procedure. If you fully adhere to all recommendations, the liquidation process will be painless for all participants in the process.

In what cases does it have to close an LLC?

The process of liquidating a company depends on the life circumstances that led to the decision to close the company:

• bankruptcy of an enterprise;
• restructuring or merger;
• changing the type of activity;
• closure by decision of the owner (including when selling rights to another person);
• termination of actual activities.

In each of the above cases, liquidation has its own nuances of registration and complexity of the process. The procedure includes not only deregistration, but also the correct calculation of wages and benefits, registration of work books, closing of accounts and settlements with creditors. The simplest procedure from the legal side is to close a company in the general manner.

Who makes the decision to liquidate an organization?

Liquidation of the company occurs based on the decision of the commission. If the process of closing an LLC occurs voluntarily, the decision is made by the participants or founders who are members of the commission. Such a decision is made in accordance with the points specified in the constituent documents. Liquidation is carried out in accordance with the law on a general basis. This procedure also includes the closure of an LLC due to the expiration of the company's life. The validity period is also indicated in the constituent documents.

When the liquidation of a company is forced, the decision is made by the court. Most often, this decision is made when, when creating a company, significant flaws were made in the documents and it is impossible to correct them. The following grounds also fall under this procedure:

• the activities of the LLC do not comply with the constituent documents;
• the minimum founding fund does not correspond to the amount regulated by law;
• failure to provide reporting documentation to the tax service in accordance with the law;
• An entry was made in the Unified State Register about the absence of an LLC at its location according to registration.

In the event of bankruptcy of an LLC, the decision to liquidate the company can be made either by members of the founding commission or in court on the basis of a claim filed by a creditor. This procedure is carried out in organizations with any amount of debt.

Step-by-step procedure for closing in the standard manner

Initially going meeting of shareholders and founders, at which a decision will be made to close the company for one reason or another. This decision at the meeting is entered into the minutes. It is considered accepted and valid if at least two thirds of the participants present vote positively. If the founder and participant are the same person, the decision is considered unanimous.

After this, at this meeting it is appointed liquidation commission. The head of the company is removed from the exercise of authority, decision-making passes to the commission. Within three days, the decision on liquidation is submitted to the tax office at the location of the LLC. The package of documents includes:

• decision to appoint a liquidation commission;
• completed form P15001, which is certified by a notary.

At the same time, information is entered into the ERGUL that this LLC is in the process of being closed. The chairman of the commission can submit documents to the tax office personally or send them by valuable mail. Personal presence is recommended; in this case, you can quickly correct documents if necessary, thereby saving time. Based on these documents, the representative of the tax office makes appropriate changes to the Unified State Register and informs the relevant authorities in writing.

After notifying the tax authority, you must inform about the closure of the LLC in newspapers and the State Registration Bulletin. To do this, you must bring the decision to close the company, a covering letter and an application for publication to the editorial office. The text of the announcement also indicates the time frame within which all the parties’ demands will be satisfied. The minimum period is 2 months. You must have evidence of publication on hand, for example, the corresponding issue of the Bulletin.

A complete inventory of all company funds is carried out, obligations to third parties and the order of repayment of these obligations are determined. If the enterprise has no debt, the liquidation commission agrees on the timing of inspections with the tax inspectorate, pension fund, social insurance authorities and other authorities. After reconciliation of all accountable documents, it is necessary to pay the debts identified by the inspection authorities.

After the period for applying for repayment of obligations to third parties, including creditors, has expired, an interim liquidation balance sheet is drawn up. It, together with form P15003, is submitted to the tax office. Employees of an LLC can be dismissed only after payments for obligations have been made in full. Payments are made in the following order:

1. Payments to employees in connection with loss of health at work.
2. Each employee is paid a salary, vacation pay, compensation payments and benefits regulated by law.
3. Payment of debt obligations to the budget and extra-budgetary funds.
4. Other obligations.

After paying all obligations, the final tax calculation is made, reporting documents and declarations are submitted to the tax office and other authorities. After this, the LLC is deregistered from the pension fund, the Social Insurance Fund, the compulsory medical insurance fund and the Unified State Register of Public Promotion.

Based on all final payments and remaining assets, the final liquidation balance sheet of the company is compiled, which is approved by the liquidation commission. All assets are distributed among the LLC participants according to the shares of each person’s contribution. At the same time, stamps are destroyed and current accounts are liquidated; the corresponding supporting documents are submitted to the tax office along with the final balance sheet, state duty for liquidation of the company and form P16001. After successfully completing all stages of the procedure, the head of the LLC receives a certificate of registration of liquidation of the enterprise.

You can learn more about the termination of LLC activities from the following video:

Nuances when closing in case of bankruptcy

An LLC is declared bankrupt if the amount of debts to third parties (creditors) for legal entities is 100 thousand rubles, for individuals - 10 thousand rubles. At the same time, the company does not make debt payments for more than three months. It is impossible to collect debts from such an enterprise within a month, which is documented.

Liquidation of an LLC by declaring the company bankrupt is used in cases where it is necessary to transfer the assets of the company with debts to creditors, while the liabilities will be held by the bankrupt. The bankruptcy procedure is carried out either according to a full scheme or a simplified procedure.

The simplified procedure is applicable only when an LLC with debts does not have property suitable for repaying debt obligations. In this case, the head of the LLC may file for bankruptcy before the due date for debt payments. The debtor (liquidation commission) must prove with appropriate documents that the company does not actually carry out its activities, and there are no transactions with bank accounts during the year, and there is insufficient property to pay the debt.

Within 30 days, the arbitration court recognizes the insolvency of the LLC and makes a decision to declare it bankrupt, and a bankruptcy trustee is appointed. Both the creditor and the debtor can submit a candidate from their company for consideration, otherwise the court will appoint a manager at its own discretion. The bankruptcy trustee is given seals, stamps, property and all documentation of the LLC.

The manager carries out the procedure for assessing the property and receives a confirming document from the state financial control body. The company is declared bankrupt, and the participants in the process are given 5 days to familiarize themselves with the documents. Within a month, objections and demands of the parties are accepted, after which the court considers the demands, making entries in the register about their presence or absence. After 3 months, the register of claims is closed and the company is liquidated in the standard way.

Closing an LLC in other cases

Organization with zero balance subject to liquidation in two ways. If there are debts to third parties, the process of declaring the company bankrupt may be initiated. If there are no debts, the organization is liquidated according to the standard procedure.

Such companies do not carry out any economic activity or account movements, so they can be closed before submitting the final liquidation balance sheet to the tax office.

Liquidation through merger of companies involves the registration of a new company after the liquidation of subsidiaries. The decision to merge must be made only at a general meeting with the participation of all founders. At this meeting, a new governing body is elected, the place of registration of the new company, the authorized capital and all the nuances associated with it are determined. When multiple LLCs merge, creditors are notified first. Next, information is submitted to the tax service about the liquidation of each company according to the standard procedure. Upon completion of the closure, when the data of each company on liquidation is entered into the Unified State Register of Legal Entities, a new LLC is simultaneously registered.

Liquidation of a company by changing founders involves replacing the manager and chief accountant or founders. This procedure is carried out when buying or selling one or more shares, provided that there are no violations or debts. Such liquidation does not involve a mandatory tax audit. A share purchase and sale agreement is drawn up, a new composition of founders is approved, and a manager and chief accountant are appointed by the founders. The tax office is notified of the decision made and an entry is made in the ERGUL.

There is also liquidation through merger with a liquidated company. In this case, the company goes through the process of closing twice: the first time through a merger, the second is the direct liquidation of the new company. In this case, all data about the company, which is closed through a merger with the one being liquidated, will be completely deleted from the register, and the distribution of capital will be carried out by a new composition of founders.

Other nuances of liquidation

During the liquidation process, it is necessary to pay a state fee in accordance with the law. Payment is made by the person who registered the company and paid the registration fee. Confirmation of the publication of a liquidation announcement in the media is provided to the tax office. Signatures in unified forms are certified by a notary. The liquidation process is considered completed from the moment the relevant information is entered into the ERGUL.

What changes have occurred

Since the beginning of 2016, the procedure for liquidating a legal entity has undergone a number of changes, including:

• Publication of information about the closure in the media is now possible only after a notification has been submitted to the authority that carried out the registration.
• The right to appoint a liquidator passes to the head of the company (previously it belonged to the founders).
• The applicant at the initial stage of liquidation from 2016 must be the immediate head of the company, and not its participants.
• Finally, the deadline for notification of the preparation of the interim balance sheet is being shifted. In particular, information can be provided no earlier than 2 months after the creditors present their claims. In addition, if the company is closed forcibly, then an interim balance sheet can be prepared only after the court decision comes into force. The third option concerns the situation of a tax audit - in this case, an interim balance sheet can be prepared after the adoption of the corresponding act on its results.

Liquidation of an LLC is a rather complex and time-consuming process. However, if you adhere to certain rules, then you can close the organization yourself, without resorting to the help of third-party specialists.

Before you begin this procedure, you need to know that there are alternative liquidation methods. Perhaps, specifically in your case, it is easier to sell the LLC or change its founders. In such a situation, the organization will continue to exist, but without your participation.

Step-by-step instructions for liquidating an LLC in 2019

An organization can be liquidated voluntarily or by court decision (all cases are listed in Article 61 of the Civil Code of the Russian Federation). This article discusses the voluntary liquidation procedure of an LLC.

The process of voluntary liquidation of an LLC consists of the following stages:

1. Making a decision on liquidation and creating a liquidation commission.
2. Notification of the commencement of liquidation of the tax service.
3. Publication in "Bulletin of State Registration" notices of liquidation.
4. Notification of the fact of liquidation to creditors.
5. Notifying employees and the employment center about the upcoming dismissal.
6. Preparation for a possible on-site inspection from the Federal Tax Service.
7. Drawing up and submitting an interim liquidation balance sheet to the Federal Tax Service.
8. Settlements on the organization's debts.
9. Preparation of liquidation balance sheet and distribution of LLC assets.
10. Submission of the final package of documents to the Federal Tax Service.

Let's look at each of the above stages in more detail:

1. Making a decision on liquidation and creating a liquidation commission

The decision on liquidation is made at the general meeting of LLC participants. It must be adopted unanimously and formalized in the form minutes of the general meeting participants. If there is only one participant in the organization, then the decision on liquidation is made individually, after which a decision of the sole founder.

It is worth noting that the commission may consist of only one person - the liquidator. The passport details of each member of the commission must be included in the decision (protocol) on liquidation.

The commission or liquidator is vested with full powers to manage the affairs of the company. They represent the organization in court and are responsible for all actions committed at the liquidation stage (Article 62 of the Civil Code of the Russian Federation).

Please note, starting from March 30, 2015, the functions of the applicant in the liquidation process must be performed by the head of the commission or the liquidator (previously, documents had to be submitted by one of the founders or participants of the LLC).

2. Notification of the tax service and funds about the start of liquidation of the LLC

Within 3 working days after the decision (protocol) on liquidation is made, the following must be submitted to the Federal Tax Service at the place of registration:

• notification in form P15001 (notarized);
• minutes of the meeting of participants or the decision of the sole founder.

5 working days after submitting the documents, the tax office must make an entry in the Unified State Register of Legal Entities stating that the LLC is in the process of liquidation and give you a copy of the sheet confirming the entry of data into the state register.

Please note, funds (PFR and Social Insurance Fund) no longer need to be notified of the fact of LLC closure. This information should be provided to them by the tax office. True, in our country anything can happen, so it is better to check this point with the Federal Tax Service at the place of registration.

Free tax consultation

3. Publication in the “Bulletin of State Registration”

It is impossible to liquidate an organization with debts to counterparties without settling relations with them, therefore the liquidation commission must publish a message in the media about the planned termination of the LLC’s activities.

The publication in which such information is published is "Bulletin of State Registration". You can place a notice of liquidation through a special form on the official website of the magazine.

4. Notification of LLC closure to creditors

In addition to publication in "Vestnik" it is necessary to notify your creditors in writing about the start of the liquidation procedure, and also tell about the procedure and deadlines for filing claims and demands on their part (this period must be at least 2 months).

There are no special requirements for the execution of such notices, however, you must have evidence that the creditors were actually aware. They can be registered letters with acknowledgment of delivery or signatures of the persons receiving the correspondence (in the case of courier delivery).

5. Notification of employees and employment center about dismissal

No later than 2 months before the upcoming dismissal, you must notify your employees of this fact. This must be done by means of a special written notice with a note that the dismissal occurs at the initiative of the employer in connection with the cessation of the organization’s activities.

Written notification must also be provided to the employment authorities. For each employee, the position, profession, specialty, qualification requirements, as well as wage conditions are indicated.

The employment center is notified 2 months before dismissal or 3 months if the dismissal is massive (depending on the region and the specifics of the activity, but usually 15 people or more).

Dismissed employees will need to be paid severance pay in the amount of average monthly earnings. They also retain the right to receive a salary for the period of employment (but no more than 2 months from the date of dismissal).

Reporting for employees

After employees have been fired and full settlement has been made with them, you can send reports to the Pension Fund (form SZV-STAZH), Social Insurance Fund (form 4-FSS) and the Federal Tax Service (Unified calculation of insurance premiums). These calculations must be submitted before submitting the application.

If the process of liquidation of the LLC coincided with the end of the reporting year, then you first need to submit calculations of SZV-STAZH and 4-FSS for the past year (in the general manner), and then for the period from the beginning of the year until the filing of the liquidation application P16001.

Note: on the latest reports to the Pension Fund of Russia, the Social Insurance Fund and the Federal Tax Service, do not forget to put a mark on the title pages - “Cessation of activity”.

Within 15 working days from the date of submission of the last report to the Pension Fund, the amount of contributions (additional payments) is paid, if they were accrued.

In addition, since April 2016, a new monthly report was introduced to the Pension Fund for employers in the SZV-M form. This report must be submitted no later than the 15th day of the following month.

For a company in the process of liquidation, in the absence of employees, a zero SZV-M signed by the liquidator is submitted.

Don’t forget about reports in form 2-NDFL and 6-NDFL. Termination of a company's activities does not relieve the duties of a tax agent. Similar to reporting to the Pension Fund and the Social Insurance Fund, 2-NDFL and 6-NDFL are provided for the period from the beginning of the year until the termination of activities, and if the reporting year has ended, then also for the past period.

6. Preparation for a possible on-site inspection from the Federal Tax Service

After receiving notice of the liquidation of an LLC, tax authorities have the right (but not the obligation) to conduct an on-site audit. Moreover, they can do this regardless of when and for what reason the previous inspection was carried out.

In practice, the tax inspectorate does not always carry out this procedure, and, as a rule, “zero” companies do not check them at all. However, in any case, it is better to prepare for the visit from the Federal Tax Service and put things in order in cash payments and reporting documents in advance.

If a decision on an on-site inspection has already been made, then you can move on to the next stage of liquidation only after the inspection is completed and all issues that arose during its implementation have been resolved.

7. Drawing up and submitting an interim liquidation balance sheet to the Federal Tax Service

There are no special rules for its preparation, however, judicial practice recommends drawing up a balance sheet according to the same principles as financial statements (therefore, it is not recommended to solve this problem yourself without having similar experience).

The interim balance must contain:

• information about the organization’s property;
• information on claims made by creditors;
• results of consideration of creditors' claims.

After the document has been drawn up, it must be approved at a meeting of the founders (by the sole founder) and the corresponding protocol (decision) must be drawn up.

• notification in form P15001 certified by a notary (this time in section 2 a tick is placed in clause 2.3);

In addition, many Federal Tax Service Inspectors may additionally require:

• protocol (decision) on approval of the interim liquidation balance sheet;
• documents confirming publication in "Vestnik".

Within 5 working days after accepting the documents, the tax office must enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry into the state register.

Filing a tax return

Along with the interim liquidation balance sheet, you can submit a tax return, but on the condition that after drawing up the balance sheet, the organization no longer plans to carry out taxable transactions. If such transactions are possible, submit the declaration with the liquidation balance sheet.

For LLCs being liquidated, the last reporting year is the period from January 1 to the date of entry of the liquidation in the Unified State Register of Legal Entities. All reporting for the company must be submitted no later than the date of entry on the liquidation of the organization.

Tax returns are submitted in accordance with the chosen taxation system, read more on this page.

8. Settlements on the organization’s existing debts

After the interim balance is approved, the liquidation commission must begin to pay off the organization’s debts.

According to Art. 64 of the Civil Code of the Russian Federation, debts must be paid in the following order:

1. Citizens to whom the LLC is liable for causing moral damage or harm to life and health.
2. Employees under an employment contract (salary and severance pay) and payment of royalties.
3. Calculations of mandatory payments to the budget and extra-budgetary funds (taxes, insurance premiums, fines, etc.).
4. Remaining debts to other creditors.

If there are not enough funds to pay off all the debts of the LLC, then the organization must put its property up for public auction. If in this case, the proceeds received from the sale do not cover all the company’s debts, then the liquidation commission will have to apply to the arbitration court for bankruptcy of the legal entity.

If, even before the start of liquidation, you know for sure that the funds and property of the LLC will not be enough to pay off all existing debts, then it is better to immediately contact bankruptcy specialists (since there are many nuances in carrying out this procedure; it is better not to do it yourself).

9. Preparation of the liquidation balance sheet and distribution of LLC assets

As soon as all debts to contractors, employees and the state are repaid, the liquidation commission must draw up final liquidation balance, containing information about those assets of the company that remain and must be distributed among the participants.

Note: if the assets in the final balance sheet turn out to be greater than in the interim balance sheet, the tax office may request clarification and even refuse liquidation. This is done in order to identify unscrupulous liquidators who temporarily withdraw their assets from the LLC in order not to pay debts to creditors.

The final liquidation balance sheet must be approved at the general meeting of participants (by the sole founder) and the corresponding protocol (decision) on approval must be drawn up.

Only after this, the assets remaining after settlements with creditors can be distributed among the founders (participants) in accordance with their shares in the authorized capital of the organization.

10. Submission of the final package of documents to the tax office

After completing all of the above stages, you must submit the final package of documents to the Federal Tax Service:

• application in form P16001 (notarized);
• protocol (decision) on approval of the final liquidation balance sheet;
• receipt of payment of state duty in the amount of 800 rubles.
• certificates from funds confirming the absence of debts (they are not required to be submitted, since the tax office must independently request this data from the Pension Fund and the Social Insurance Fund).

Within 5 working days after submitting the documents, the tax inspectorate will liquidate the LLC, enter the relevant data into the Unified State Register of Legal Entities and give you a copy of the sheet confirming the entry in the state register.

After this, all that remains is to close the bank account, destroy the seal of a specialized organization and hand over the remaining documents of the liquidated company to the archives.

Hello, dear readers of the business magazine website! We continue the series of publications on the topic of reorganization of legal entities and liquidation of an enterprise. So, let's go!

Doing business - it’s not an easy matter. It comes with a lot of problems. Situations often arise when it is necessary transform the company or even at all liquidate it. These processes are complex, requiring time and knowledge of their features. Therefore, let's look at them in more detail.

From this article you will learn:

• Reorganization of a legal entity - what it is and what forms of reorganization exist;
• Everything about liquidating an enterprise - step-by-step instructions with one or several founders;
• Features and nuances of these procedures.

The article describes in detail what reorganization is, what needs to be taken into account when reorganizing in the form of annexation, spin-off, transformation. Step-by-step instructions for liquidating an enterprise (firm, organization) and much more are also described.

1. Reorganization of a legal entity - definition, forms, features and terms

Reorganization is a process that results in change in the form of activity of a legal entity, association of several organizations or on the contrary, their separation.

In other words, as a result of the reorganization one company ceases to exist, but another one appears(or several), which is the legal successor of the first.

The reorganization process is regulated by legislative acts: Civil Code, laws on joint stock companies, OOO.

There are a number of features:

• several forms of reorganization can be combined within one process;
• participation of several companies is possible;
• forms of commercial associations cannot be converted into non-profit and unitary companies.

1.1. 5 forms of reorganization of legal entities

The law provides for several forms in which reorganization can take place.

1. Conversion

Conversion is a reorganization process in which the legal form of a company changes.

2. Selection

Selection – this is a form of reorganization in which new ones (one or more) are created on the basis of one company. The created companies transfer part of the rights and obligations of the original one. During the spin-off, the reorganized company continues its activities.

3. Separation

During the division, instead of an organization, several subsidiaries are formed, which completely take over the rights and obligations of the parent company.

4. Joining

Upon merger, the organization becomes the legal successor of one or more others whose activities are terminated.

5. Merger

A merger is the formation of a new organization on the basis of several, the existence of which ceases.

Step-by-step instructions on how to carry out reorganization in the form of affiliation

Reorganization in the form of affiliation - step-by-step instructions for the procedure

Only those companies that have the same organizational and legal form can participate in the merger process. The form of reorganization in the form of merger is quite popular, so we will describe it in more detail.

The procedure for reorganization by merger includes several stages:

Stage 1. First of all, you should decide which companies will participate in the process. Typically, such a decision is made by several interrelated organizations that have different locations.

Stage 2. A joint meeting of the founders of all merging companies is held. It makes a decision on reorganization in the form of merger. In this case, the charter of the new company must be approved, a merger agreement must be drawn up, as well as an act of transfer of rights and obligations.

Stage 3. When the decision to join is made, authorities involved in state registration should be notified of the beginning of this process.

Stage 4. It is important to choose the right place where the state registration of a new company will take place. This will be the location of the organization that other firms join.

Stage 5. An important stage of accession activities is preparation for the process.

It usually involves several stages:

• notification of the tax authorities followed by making an entry in the Unified State Register of Legal Entities that the reorganization process has begun;
• inventory of the property of the acquired companies;
• twice, with an interval of one month, a message about the reorganization is published in the media (Bulletin);
• notification of creditors;
• execution of the transfer deed;
• payment of state duty.

Stage 6. Submitting a package of necessary documents to the tax authorities, on the basis of which the Federal Tax Service carries out the following actions:

• to the register of legal entities information about the termination of the activities of the acquired companies is entered, as well as changes in the legal entity to which the merger takes place;
• legal entities are issued documents that confirm the entry into the Unified State Register of Legal Entities;
• without fail informs the registration authorities about changes that have occurred, sends to it copies of the decision and application for registration of the termination of the activities of the acquired companies, and an extract from the register.

Stage 7. Completion of the joining process

To join the tax authorities through reorganization of a legal entity, you will need to provide the following package of documents:

• application form filled out P16003;
• constituent documents of all participants in the process - certificates of tax registration and state registration, extract from the register of legal entities, charter and others;
• decisions of individual meetings, as well as decisions of the general meeting of the joining companies;
• agreement of adhesion;
• confirmation that the message was published in the media;
• deed of transfer.

Usually the joining takes place on time up to 3 (three) months. Cost of the procedure for a number of participants up to 3 (three) amounts to 40 thousand rubles. If there are more of them, for each additional company you will have to pay an additional 4 thousand rubles.

1.2. Features of the reorganization

Despite the fact that the reorganization of companies of different organizational and legal forms differ from each other, it is possible highlight a number of common points in this process:

1. To carry out the reorganization, it must be documented confirmed decision. It is accepted by the participants, founders of the organization or the body authorized by the constituent documents for such actions. In cases provided for by law, such a decision may be made by government agencies.
2. The reorganization of a legal entity is considered completed when state registration of created organizations was carried out. When the procedure is carried out in the form of merger, another principle applies: the end of the process in this case is considered to be the day when an entry was made in the register that the activities of the merged companies were terminated.

The procedure for reorganizing enterprises (firms, organizations)

1.3. The procedure for reorganizing an enterprise - 9 stages

Reorganization is often the best, and sometimes the only possible way for legal entities to solve their problems.

At the same time, the Civil Code stipulates the existence of two possible forms of reorganization:

• voluntary;
• forced.

Their main difference is who initiates the reorganization procedure.

The decision to transform a legal entity on a voluntary basis is made by the authorized body of the company. Forced reorganization most often carried out on the initiative of government bodies, for example, courts or the Federal Antimonopoly Service.

A compulsory procedure can also be carried out in accordance with legal requirements. Such a case is the transformation of a limited liability company when the number of participants exceeds 50 (fifty).

It is important to note that for voluntary reorganization Any methods can be used to carry it out. Forced transformation of a company can only be carried out in the form of division or spin-off.

Despite the existing possibility, forced reorganization has not received widespread practical application in Russia. Conversion is in most cases voluntary.

Stages of reorganization of a legal entity

The process of reorganization is largely determined by the form in which it takes place. However, we can distinguish the main stages that correspond to absolutely all types.

Stage No. 1 – making a decision to begin the reorganization

Reorganization is impossible without making an appropriate decision. However, there are a number of rules according to which the transformation is considered approved.

For joint stock companies (JSC), the number of meeting participants who voted for the reorganization should be at least 75%.

If you plan to transform a limited liability company (LLC), this procedure must be all its participants agree. A different principle applies only if it is stated in the charter.

Often it is at the first stage that disagreements arise between company participants. Therefore, already upon registration of a legal entity the terms of the charter should be carefully considered. We have already written about this in one of our issues.

Stage No. 2 – notification to the tax service about reorganization

To notify the Federal Tax Service of the decision made, a legal entity is given 3 days. The corresponding document is filled out on a special form. At this stage, the tax office enters information about the start of the reorganization into the Unified State Register of Legal Entities (register of legal entities).

Stage No. 3 – notification of creditors about the planned reorganization

It is mandatory to inform all creditors of the legal entity that a decision has been made to reorganize the company. To this 5 days are allotted, starting from the date of notification to the tax authorities.

Stage No. 4 – posting information about the upcoming reorganization in the State Registration Bulletin

According to Article 60 of the Civil Code the reorganized organization is obliged to post information about upcoming changes 2 times with an interval of 1 month.

Stage No. 5 – inventory

The law regulating accounting in Russia stipulates that in the event of a reorganization of a legal society, an inventory of its property must be carried out.

Stage No. 6 – approval of the transfer deed or separation balance sheet

At this stage, the following package of documents is prepared:

• an act confirming the holding of an inventory in the company;
• information on accounts receivable and accounts payable;
• accounting statements.

Stage No. 7 – holding a joint meeting of all founders of companies participating in the reorganization

This meeting is held for specific purposes:

• approve the charter of the new company;
• approve the transfer act or separation balance sheet of the organization;
• form bodies that will manage the new company.

Stage No. 8 – sending information about the upcoming reorganization to the Pension Fund of Russia

The deadline within which data must be provided to the Pension Fund is 1 (one) month from the day when the separation balance or transfer deed was approved.

Stage No. 9 – registration of changes with the tax authorities

In order to register changes, a certain package of documents is provided to the tax authority:

• application for reorganization;
• decision to carry out the transformation;
• charters of created companies;
• in case of merger - the corresponding agreement;
• transfer deed or separation balance sheet;
• confirmation that proves that notice of the upcoming changes was sent to creditors;
• a receipt confirming the fact of payment of the duty in favor of the state;
• evidence that a corresponding message was published in the media;
• confirmation that data on the reorganization has been sent to the Pension Fund.

1.4. Timing of reorganization

After submitting a package of documents to government agencies, their registration begins. This procedure lasts 3 (three) working days.

In general, the reorganization may take 2-3 months. The deadline by which the procedure must be completed is established in the decision on reorganization.

In case of forced transformation, if the reorganization is not carried out on time, government bodies may appoint a temporary manager to complete the procedure.

Stages of liquidation of an enterprise - step-by-step instructions + necessary documents

2. Liquidation of a legal entity - stages, features + documents

Liquidation of legal entities is a process in which their activities are terminated, and rights and obligations are not transferred to any successors.

There are two types of liquidation: voluntary And forced .

To carry out voluntary liquidation a decision from the company's owners is required.

The reasons that may prompt them to liquidate the company most often lie in the inexpediency of continuing to conduct business, the fulfillment of the purpose for which the organization was created, or the end of the period of activity.

Moreover, in some cases, the inattention and negligence of employees can lead to the imposition of fines both directly on officials and on the organization as a whole.

The team of the RichPro.ru magazine wishes you success in legal and financial matters. We hope that our material will help you go through the process of liquidation or reorganization of a legal entity without any problems. We are waiting for your ratings, comments and comments on the topic of publication.

Established by the Civil Code of Russia. This can be done voluntarily or by court decision. But the liquidation process has changed a bit over the past few years. Changes to the legislation are also being made in 2016.

LLC liquidation rules for 2016: brief description of changes

The main document on the basis of which liquidation is carried out is Federal Law No. 129. In March 2015, Federal Law-67 was also introduced. The main changes in this case affected the parts of state registration, and the LLCs themselves.

Some of these changes have been applied since January 2016:

1. Now not only the participants or founders of the company can act as applicants. But also immediate supervisor- that is, someone who acts on behalf of the company, but for whom a special power of attorney does not need to be issued.
2. The manager (and not the founders) is the applicant when liquidators are appointed.
3. The message about the liquidation itself is now allowed to be published in the media after submitting the relevant application.

The rules for notifying interim balances have changed. This is done no earlier than:

1. Presentation of claims by creditors.
2. Entry into force of the court decision.
3. Conducting an on-site inspection and the entry into force of the act adopted based on its results.

What are the stages of the process?

The list will be quite short. Necessary:

1. Decide that liquidation is necessary.
2. Publish relevant information in the media.
3. Send notices to creditors.
4. Notify the tax office.
5. Prepare the liquidation balance sheet.
6. Complete the liquidation of the enterprise.

Making a decision on liquidation

There is nothing complicated about this. The decision is simply recorded in documentary form. Documents are filled out depending on how many founders there were in a particular organization. In this case it is required minutes of the general meeting.

Publication of information

This is a mandatory part of the procedure. Usually they use "Bulletin of State Registration" or simply Bulletin. A message is sent to the editor indicating the name of the organization. They write about the time period during which each of the creditors can present their claims. The maximum allowable time is two months from the date of publication.

Publication in the Bulletin is organized after sending the relevant decision in writing to the tax authorities.

Package of documents for the log will consist of:

1. Two copies of the cover letter.
2. A document confirming the transfer of money for the publication.
3. Decisions on the initiation of the liquidation procedure and the appointment of the appropriate commission.
4. Two copies of the applications for liquidation.

We inform creditors

Before making a decision, management must conduct a complete inventory of the existing assets in the enterprise. Only after this are notifications sent to creditors working with the LLC. Evidence is required for each action taken. They are sent by mail, with a list of all available attachments. Other methods can also be used.

The main thing is to check the “notice of delivery” box.

Carrying out a tax audit

On-site tax audits can be carried out before the interim liquidation balance sheet is compiled. This rule is mentioned in Article 89 of the Tax Code of the Russian Federation. This procedure becomes mandatory for those working in the construction industry. Especially if the work is carried out with serious assets. And currency. The tax authority usually collects all information on such organizations itself. There are enough reasons to schedule on-site inspections from time to time.

But they are not assigned if the balance is insignificant or remains zero at the time of liquidation.

If there is no verification, management itself reconciles the calculations with the budget. Separately, you need to make sure that tax returns for previous periods were provided in full. An organization cannot be liquidated so quickly if it has debts to the authorities.

If a check is scheduled, you need to wait until it is carried out. And only after that move on to the next stage.

It is advisable to verify information with extra-budgetary funds. And start paying off debts if you have them.

About the features of drawing up an interim balance sheet

They move to this stage when it passes two month period, for which creditors could make demands for the return of all debts. The main requirement is approval of the balance sheet by each of the company participants.

If any legal proceedings against the LLC have been initiated but not completed, then the balance sheet cannot be submitted to the tax authorities. The same rule applies to situations where an on-site tax audit has already begun.

There are no special forms for preparing an interim or final balance sheet at enterprises in this case. For documentation, use the same form in which the balance sheet is usually drawn up. Only all the details necessary to complete the process are added to it.

When submitting a balance sheet to the tax authorities, the role of the applicant can be played by the liquidator or the chairman of the commission responsible for this procedure.

To submit to the tax authorities, you will need a package of documents with a notification in Form 15001. It requires notarization. That's pretty much all you need. The tax authorities do not require the balance sheet itself or a decision to approve it. The decision itself is given to the notary so that he confirms the legality of the information in form 15001. The balance itself remains in the hands of the manager.

How long does the procedure take?

Each stage of this process takes a certain amount of time. We invite you to familiarize yourself with the following features:

1. Accepting documents, conducting consultations, familiarizing yourself with the stages of the process, signing an agreement takes away no more than one day, if you use the help of a specialized company when liquidating an LLC.
2. Up to 10 days is given to make a decision on the commencement of liquidation. And to submit a notification to the MIFTS. After the decision is made, documents must be submitted no later than in three days. Otherwise a fine will be imposed up to 5 thousand rubles.
3. Two months goes to advertise in the media.
4. Two months Liquidators have time to notify creditors of the organized procedure. The main thing is to take care of copies of letters, they are used as evidence. There must be a complete inventory of the documents that were made.
5. From 1 day to two months a tax audit is being carried out. The process itself is organized differently, depending on the circumstances. The corresponding act is issued to the business owner based on the results.
6. 10 days given for submission and finalization of the interim balance sheet.
7. The same period is needed in order to approve the liquidation balance sheet and send information about it to the tax authorities. And submit to the MIFTS a statement that the company’s activities are suspended.

The general period of liquidation is from 3 to 5 months. If you use the help of a specialized company that provides relevant services. is in the range of 15-20 thousand rubles.

Notification of funds

According to the new legislation, there is no requirement to report the closure of an organization to pension insurance funds and other similar institutions. Tax inspectors provide them with information about what happened.

But it is better to clarify in advance the need for such a step, because in practice situations develop differently.

Working with employees

All employees are notified no later than in less than 2 months before the organization is liquidated, how the dismissal itself occurs. This is done by special written notice. On which a mark is placed indicating that it was the employer who initiated the process. And that this happens precisely because of liquidation.

Applications in writing are sent to employment services. For each employee information is provided about:

1. Terms of remuneration.
2. Qualification requirements.
3. Specialties.
4. Professions.
5. Positions.

If there is a mass dismissal, the employment center must be notified at least in three months before the start of the procedure. Such employees must be paid severance pay equal to average monthly earnings. They retain the right to receive a salary while they look for new jobs.

Reports to the Pension Fund of the Russian Federation are sent after completion of the dismissal procedure and settlement with each employee. At the same time, the company does not cease to perform the duties of a tax agent, even if it ceases its activities. Because of this, it is required to provide reporting in forms 2- and 6NDFL.

Features of liquidation of LLCs and individual entrepreneurs

How to terminate the activities of a company registered as an LLC and what is the difference with an individual entrepreneur? Do these processes have anything in common? The answers to these and other questions will be useful to anyone interested in the liquidation of a limited liability company. The senior consultant of the legal bureau, experienced lawyer Vladimir Lygin, advises.