How to close LLC: stages and the procedure for liquidation, documents for the closure of LLC - Elba

Voluntary liquidation of LLC - the process of long and difficult. It takes about 4 months, and can stretch for a year. You have to submit a letter to tax three times, to prepare the balance sheet twice and make one publication in the media. About everything in order - in our instruction.

Voluntary liquidation of LLC - the process of long and difficult. It takes about 4 months, and can stretch for a year. You have to submit a letter to tax three times, to prepare the balance sheet twice and make one publication in the media. About everything in order - in our instruction.

1 step. Decide on liquidation

Spend a meeting of the participants of the LLC or prepare the solution of the only founder if the organization has been opened alone.

In the protocol of the meeting or decision of the founder, write that you:

  1. We decided to start voluntary liquidation of LLC.
  2. Approved the composition of the liquidation commission and its chairman or appointed sole liquidator.
  3. Approved the procedure and timing of liquidation. Maximum period - one year.

Protocol of the General Assembly

Solution of the only founder

2 step. Report on liquidation to tax

Within three working days after making a decision on liquidation, submit to the registering tax:

  • Notification in form № Р15016. There are two options: a) Submit notice on paper - but then you will have to assure it from the notary, b) to use the tax service - but then you will need an electronic signature. Release an electronic signature will be cheaper if it is not yet. And it will come in handy for publishing information on Fedrayurs.
  • Minutes of the meeting of founders or the decision of the only founder about the liquidation of the company.

If you do not submit documents to the tax for three days, they may finf by 5,000 rubles.

How to Submit Documents:

  • personally
  • by mail a valuable letter with the description of investments
  • in electronic form through the website of the State Service
  • Through a multifunctional center - but not all MFC take these documents, call them in advance.

After 5 working days, the tax will give you a sheet about entering into an incorporation record that the organization is in the liquidation procedure. From this point on, constituent documents cannot be changed and participate as Ltd. as part of other organizations.

Notify the FIU and FSS about liquidation no longer need, the tax authorities will do it on their own.

3 step. Talk about liquidation in the media, publish information on Fedrayurs and inform counterparties

  1. Publish a message about the liquidation of the company, the procedure and period of application by creditors in the Journal of State Registration Journal. This period cannot be less than two months. During this time, all of whom your organization should require a debt refund. You can publish a message via Fedrayurs - see the next item.
  2. For three working days From the date of decision on liquidation Make information into a single federal register on the facts of legal entities (Fed Grazurs) . To do this, you need to go to the portal with an electronic signature, as well as set and pay for the account for posting information. Another way  Through notaries using its electronic signature.
  3. Direct written notifications about the elimination of counterparties, before which you have debts. Make them in free form. The term is not installed, but we recommend doing it immediately after publication in the media. It is best to send a letter by mail - with declared value and description of investments. So you confirm that the creditors notified in writing. Counterparty notification template.

4 step. Tell me the employment service and employees about dismissal

  1. Warn all employees about the upcoming dismissal no later than 2 months. To do this, make a written notice and familiarize yourself with him workers under the painting. The basis of dismissal - on the initiative of the employer in connection with the termination of the organization's activities in accordance with paragraph 1 of Art. 81 TC RF.Shl
  2. Apply a written notice to the employment service no later than 2 months. And if the dismissal is a massive - for 3 months. Usually, dismissal is considered mass, if you have more than 15 employees, but some regions can set their own rules - find out in the local employment service. Indicate in the notification of information for each employee: position, profession, specialty, qualification requirements for them and wage conditions. Employment Service Notification Template
  3. Fuse employees in two or three months after filing all notifications. Give them an output benefit and compensation for unused vacation and save the average monthly earnings for the period while the employee is looking for a new job, but no longer than two months.
  4. Pass the report of SZV-TD on the day of approval of the order of dismissal or the next business day.

5 step. Prepare an intermediate liquidation balance and pass it to the tax

At least two months after the publication of the report on the liquidation in the media, prepare an intermediate liquidation balance. There are no special requirements, but in practice it is compiled according to the same rules as the usual BBB form No. 1, and add information:

  • about the composition of the property of the organization,
  • On the requirements that lenders presented and the results of their consideration,
  • On the requirements that satisfied the court entered into legal force by the decision.

To prepare the balance you need to understand accounting, so if you do not have experience in this matter, contact your accountant for help.

When the intermediate Bubalance is ready, appult it at the meeting of the founders or by the solution of the only participant to approve Bangalaks.

Submit a liquidation balance in the tax with the notice № Р15016 . Attach documents to the documents confirmation of publication in the "Herald of State Registration" and the minutes of the meeting of the founders or the decision of the Siberian LLC on the approval of Bantales. By law, they are not needed, but in practice the tax can ask them.

6 step. Calculate debt

Pay on debts in order of priority in the Civil Code. Immediately after the approval of the liquidation balance, will count:

  • First of all, with citizens, in front of which your organization is responsible for causing moral damage or harm and health, if such is,
  • Secondly, with employees in the employment contract for paying salaries and weekends.

A month later, from the date of approval of the liquidation balance, pay off the debts of the third and fourth line:

  • Thread to pay all taxes and insurance premiums, fines and penalties,
  • Fourth of all - the remaining debts.

If there is not enough money, the liquidation commission sells the property of the organization at the auction. And if the revenue from the sale of the property does not cover the company's debts, then you need to open a bankruptcy procedure. To do this, it is better to contact bankruptcy business professionals.

7 step. Make a final liquidation balance

After calculations with employees, counterparties and the state, make up and approve the liquidation balance. It is also drawn up according to the general rules for the preparation of the balance sheet and approved at the general meeting of founders or by the solution of the sole participant in the LLC.

8 step. Report on taxes, dismissed to employees and take off the cash desk

During the month, from the date of the approval of the liquidation balance, and before submitting documents to the tax on closing, hand over the funds of the reports on dismissed employees:

  • SZV experience in the FIU on all employees who worked for you during the year of liquidation,
  • SZV-M, if during the last month of liquidation in LLC there were employees for labor and civil law agreements,
  • SZV-TD for personnel events, for example, for dismissal,
  • calculation of insurance premiums in the tax
  • 4-FSS in the social insurance fund.

Also pass tax reports - the law does not set the time limits, but it is necessary to do this before moving to the last step.

  • Declaration on USN
  • 6-NDFL.

You can remove the cashier from accounting in the tax in several ways: to apply for inspection, on the FNS portal or in the personal account of the fiscal data operator (OFD). The deadline for submission of the application is not legally limited.

Article: How to unwind online cash register

9 step. Submit to tax documents to eliminate LLC

After approval of the liquidation balance, the founders can divide the property of the organization. And only last of all submit documents to the tax on closing:

  1. Statement in form p15016.
  2. Liquidation accounting balance
  3. Receipt about the payment of state duty 800 rubles. According to the amendments, since 2019, the state duty is not paid in the case of submission to the registering authority of electronic documents required for Registration of the liquidation of legal entities. Article 333.35 of the Tax Code of the Russian Federation

Submit documents to one of the ways:

  • personally
  • by mail a valuable letter with the description of investments
  • in electronic form through the website of the State Service
  • Through a multifunctional center - but not all MFC take these documents, call them in advance.

Who can help with documents

There is a service document - it helps to prepare documents for the liquidation of LLC.

And what if not to close the LLC?

Close LLC - long and difficult, so organizations often meet without employees, income and transactions. Such firms do not pay taxes and contributions, but still have to donate zero reporting.

There are abandoned organizations that have no movements on a bank account and which do not give reporting. If it lasts more than 12 months, the tax appears the grounds to eliminate LLC unilaterally without the consent of the founders. But this is the right, and not the obligation of the tax, so in practice it happens rarely. A much more frequently abandoned organization continues to be listed in the register, and it is fined for non-reporting.

Another option to get rid of LLC to sell it. It is easier than to close the organization, but there are its cons:

  • Such an opportunity should be provided in the Charter of the Organization.
  • The purchase and sale agreement must be certified by the notary - it costs at least 10 thousand rubles, and the maximum cost can reach 150 thousand.

How to close LLC in Elbe

Elba will help to hand over the declaration on USN or UNVD, taking into account the date of liquidation of LLC.

In the section "Requisites" scroll down to the end of the page. Put the checkbox "I want to pass the report when closing LLC". Specify the date when you closed the organization - according to the register of the state registry that you were issued in the tax.

Then in the "Actual Tasks" section, follow the reporting tasks. They will be formed taking into account the dates when you closed LLC.

It often happens that for the founders of LLC becomes a "curb" and you want to get rid of him. The elimination of any enterprise is a long and complex process consisting of a variety of stages. Lightweight liquidation option - automatic closure of LLC. In this case, it is assumed that the enterprise should not have debts neither before counterparties and funds or taxes.

What is zero balance

To recognize the zero balance, the company must meet the criteria:

  • The company should not carry out commercial activities;
  • Consumption and arrival must be zero;
  • The absence of the arrival of any means or property, that is, the complete lack of profit.

And the main criterion for automatic closure of LLC is timely and full reporting to all funds and tax service.

If a legal entity meets all criteria, then two ways of liquidation are possible:

  1. Independent closure, that is, by solving the owners.
  2. Automatic closure, on the initiative of the UFNS.

For the second closing option, it is necessary that all criteria are respected for 12 months.

At the legislative level, it was established that if during 1 year the legal entity did not carry out any economic activity, it is subject to exception to the EGRUL.

As soon as the company is excluded from the registry, for 3-5 days, the tax authorities are obliged to notify the company's management in writing.

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Additional requirements for liquidation

In addition to the fact that the automatic closure of Ltd. is possible only in accordance with the three criteria, the enterprise should not have any debts, both before the funds and on tax and other obligations and the counterparties, employees.

It is clear that the liquidation balance cannot be completely zero, since the company has an initial capital, which was formed at its opening.

Other liquidation options Ltd.

In addition to the automatic closure of LLC with zero balance, there is a voluntary option for closing the company:

  • through the bankruptcy procedure;
  • Alternative method.

Through the bankruptcy procedure will have to go through those legal entities who have debts before the counterparties and which it cannot satisfy. Naturally, if the enterprise has a zero balance, then through bankruptcy it is impossible to close the company.

The alternative method involves reorganization or alienation of a legal entity. The first and second option is quite laborious, so much easier to eliminate voluntarily.

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The reasons leading to the liquidation of the enterprise

To the automatic closure of LLC and other liquidation procedures, certain circumstances may be given, naturally, if this is not a solution to the owners:

  • Changes in development strategy with unplanned deterioration of financial and economic indicators;
  • All sorts of violations during the work of the enterprise both administrative and legal nature, which negatively affected the activities;
  • Insufficient assets;
  • The inability of founders to maintain economic activities.

In fact, the reasons that lead to the need to close the LLC, much more.

How to prepare for closure

In order for the automatic closure of the Tax Inspectorate LLC, it is necessary to prepare as soon as possible. Even if it does not work automatically close, because the elimination at zero balance is only the right, but not the obligation of the tax service, the documents will be needed for the procedure on the initiative of the owners.

Required package of documents:

  • Original certificate or / and extracts for state registration of a legal entity;
  • Original charter;
  • Original document confirming the assignment of an individual tax number to a legal entity;
  • the original decision or contract, which was compiled by the participants of the LLC when creating;
  • the original statistical reference indicating the assigned codes;
  • Originals of all notices of funds;
  • Documents confirming the identity of managers, founders, chief accountant, certificates of assigning the INN (all in copies).

It is not necessary to think that such important documents of the enterprise will be in one place, as a rule, it is that the search for the originals of the entire documentation from legal entities leaves the most time.

It is recommended to check in all funds, whether there is no debt to pay to be sure that LLC does not threaten administrative or criminal liability.

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Elimination stages on the initiative of the NFS

At the level of the law, the automatic closure of LLC is as follows:

  • In the absence of any movement on the accounts of the tax agent, which is confirmed by reporting, NFS makes a decision that a certain enterprise will soon be excluded from the EGRUL;
  • For 3 days from the date of decision, it is published in the "State Registration Herald";
  • During this period, all participants of LLC also send a notice of the decision.

Together with the decision in the newspaper, information is published on what order and deadlines for making complaints where applications will be accepted. For making complaints from creditors, 3 months is given. If creditors declare this period, then the automatic closure of ooo can be forgotten. If no one applied for 3 months, then NFS introduces entry into the register of liquidation.

Voluntary Closing Procedure LLC

If it did not work out for the procedure of automatic closure of LLC, then the step-by-step instructions for voluntary liquidation will help to cope in the shortest possible time.

The closure of the enterprise consists of standard step-by-step steps:

  1. The general meeting of shareholders, which makes a decision.
  2. A notification of the decision taken is sent to NFS, with a mandatory indication of the cause - the lack of finance for further activities. The application for liquidation in the tax service is drawn up on the prescribed form (C-09-4). The term for the transfer of notification is 3 days from the moment of adopting a relevant decision, if this is not done, it is facing administrative responsibility in the form of a fine of 5 thousand rubles. In all funds, the notification is compiled in free form.
  3. Participants of the LLC choose a trustee that will be engaged in liquidation.
  4. The tax service checks the documents and for 3 days it makes a decision on the opening of the liquidation procedure, as notifies the shareholders of the enterprise.
  5. In the "Herald of State Registration", information is published that a specific legal entity is eliminated.
  6. The founders form and approve the intermediate liquidation balance and submit it to the tax.
  7. The responsible person closes the settlement accounts in the bank.

After that, zero balance is already compiled and approved. As a result, there is an exclusion of the face from the register. The legal entity after that is obliged to destroy its seals and, if necessary, transfer documents to the archive.

In the perfect case, no more than 6 months should go to the entire procedure, that is, actually twice a longer, if the closure occurred at the initiative of the FTS. Some companies offer paid liquidation services and as soon as possible, for 3 months.

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Liquidation reporting

In the process of closing oh, it is necessary to issue two liquidation balance, intermediate and final. No special forms are provided, balances are compiled in free form. Since there are no income and expenses, then the document is made on the initial assets:

  • Property available and evaluated by an independent expert;
  • Cash on current accounts in banking institutions.

The final balance, agreed by the founders, is sent to the FNS for approval. Sappings of shareholders at the final balance sheet are subject to notarization. Together with the final balance, a statement is given, the receipt of payment of the state duty, the decision on liquidation.

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Liquidation of LLC with one founder

Automatic closure of LLC or IP government agencies, rather enterprises with the only participant, but if the closing is voluntary, then everything becomes much easier.

The main steps on the closure are not required, namely:

  • No need to collect a meeting, but simply notify the tax authorities about your decision;
  • No need to share any property.

On checking such enterprises, tax rarely comes, because the balance is zero, and also one owner.

Possible causes of refusal to eliminate

  • According to the instructions, the automatic closure of LLC is impossible if lenders appeared.
  • If the debts were revealed already at the stage of approval of the intermediate balance, then LLC is obliged to repay them for a month, otherwise the procedure will be discontinued.
  • The tax service may refuse to eliminate if the documents were submitted in an incomplete amount, or inaccuracies were revealed, or they were submitted with a malfunction.

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Terms and state duty

Step-by-step instructions for the automatic closure of LLC involves the payment of the state duty, which is only 800 rubles. However, if the procedure is stopped or discontinued, then you cannot receive money back.

The legislative timeline of the closure of the enterprise is sufficiently compressed. Only 5 days allocated to the tax authorities to make a decision, 3 months to reduce the balance sheet, the property section and the search for creditors. And 5 days for the final decision and exception to the EGRUL. In practice, less than 6 months does not go to liquidation, but in general about 12 months.

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How to check information

On the official website of the tax service, you can check out the topical information about any enterprise in the "Business Risks tab. Check yourself and counterparty. " Information can also be obtained about their partners.

A source: https://businessman.ru/avtomaticheskoe-zakryitie-ooo-s-nulevyim-balansom.html

Elimination of Ltd. with Zero Balance: Step-by-step instructions

It is possible to close and remove the legal entity in the absence of debts to the controlling authorities, partners, financial institutions and individuals. If the company has not led economic activities, then the procedure for eliminating LLC with zero balance is applied. Step-by-step instructions are given in this article.

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You can make the closure of the company with the help of specialists or independently.

How to close oku with zero balance yourself

The liquidation procedure is regulated by Art. 57 Federal Law No. 14-FZ and Head of VII of Federal Law No. 129-FZ.

The conditions that must be respected to the recognition of the zero Balance of LLC:

  • lack of debts and financial obligations to individuals;
  • the lack of debts in front of controlling and state officials - FTS, PFR, FSS;
  • lack of outstanding loans;
  • Financial statements, even if zero, was in a timely manner in the tax inspectorate.

Step-by-step instructions for closing zero LLC:

  1. Conducting the General Meeting of Shareholders, which issues the closure of the Organization and the establishment of the liquidation commission for discussion. The protocol must also include the procedure and timing of the closure of the organization;
  2. Approval of an intermediate liquidation balance, which confirms the absence of debts to creditors and the state. With zero reporting, the balance also needs to be summed up, indicating the authorized capital of the company. The data on it is entered into the form of P15001;
  3. Notification of the Tax Inspectorate on the decision with the provision of a notarized form of the P15001 and the Protocol of the General Assembly;
  4. Advertisement on the closure of the Organization in a special publication of the State Registration Bulletin. The publication indicates the term and procedure for liquidation;
  5. Alert on the closure of the company of all who ever had economic and commercial contacts with it;
  6. Preparation for visiting tax inspectorate. When closing the company, the tax audit is usually not carried out, but it is completely impossible to exclude it.

    Inspection has the right to check the reports and documents of LLC on the spot, therefore it is better to have an inventory of property and prepare documents on the absence of financial activities.

    You can prepare to check on your own or entrust reporting to reporting to outsource.

  7. After the expiration date specified in the "Bulletin of State Registration", a notarized application for the liquidation of LLC in form P16001 is submitted to the tax service.

Important! Separately, providing information on the absence of debts before the FSS and the FIU is not necessary: ​​when submitting documents for the closure of LLC, the tax inspection independently makes a request to state funds.

Registration of documents

To each of the documents submitted in infance, a number of requirements are made, non-compliance with which can lead to an empty time of time and loss of funds. For reliability, entrust this work to professionals from the Outsourcing Service of the Glavbukh Assistant.

Document type Requirements for filling and decoration
Protocol of the General Assembly Consent to the closure of the organization must be confined at the meeting of all founders of the Organization. The leader or electoral representative from the number of founders is appointed by the liquidator or chairman of the liquidation commission. The protocol should indicate the procedure and timing of the closure of the organization. According to Art. 92 CI RF voluntary liquidation of the economic community is legitimate only if all the founders are consent. The protocol is valid within 3 days after signing.
Notification Form P15001 In the form of the P15001, you need to fill the header with the registration data of the company, the list A and B. In the notification, you need to choose a body - a liquidator or liquidation commission - to indicate the decision date, as well as all data of the liquidator or chairman of the liquidation commission. If the data on the liquidator needs to be changed, you will have to use the form P14001. The signature of the person responsible for the liquidation of LLC, the notice must be certified.
Intermediate liquidation balance Even in the absence of economic activity, it is necessary to provide a tax liquidation balance. The form is filled with the data of the organization and the authorized capital.
Publication in the "State Registration Herald" The publication needs to report complete elimination and closing the organization's accounts, specify the name as in the registration documents, and contact details. The text should be information about what time it is made claims from legal entities and individuals. A period of at least two months from the date of publication.
Form p16001. In the form of P16001 on the title page (p. 001), you should specify the name of the legal entity, OGRN, INN, the date of publication on the liquidation in the "State Registration Herald". On the pages 002 and 003, all data on the identity of the liquidator or the chairman of the liquidation commission are made to the corresponding graphs. On page 004, you need to select a method for delivering documents to the applicant, the name and signature of the applicant, the person on the face (notary), which testified the authenticity of the document.

Example Correctly filled notifications in the FMS in the photo

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Important! Submit an application for the liquidation of LLC with zero balance, within 3 days after the decision of the General Meeting of Shareholders, otherwise the organization faces a fine

How to close oku with zero balance and 1 founder

The procedure is distinguished only by the fact that the protocol is drawn up on behalf of the sole founder. He is prescribed by the liquidator of the organization. The Tax Inspectorate at the final stage provides the following documents:

  • The decision of the founders on the approval of the liquidation balance;
  • statement in the form of P16001, certified by the notary;
  • filled liquidation balance on a special form;
  • Receipt of payment of duty.

The decision on the completion of the liquidation procedure from the Federal Tax Service or the refusal to this issue will be expelled in the P16001 statement. The refusal is possible in violation of the step-by-step instructions, incorrect filling and violation of the submission of documents.

A source: https://www.business.ru/article/1315-likvidatsiya-ooo-s-nulevym-balansom-poshagovaya-instruktsiya.

How to liquidate LLC with zero balance: step by step instructions

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Ltd. with Zero Balance is considered to be companies that do not lead any economic activity that are not turning on accounts, receivables and payables, employees and other attributes indicating financial and economic activity. In fact, legally such societies are no more than exist, being in the status of registered and those present in the Unified State Policy.

Next, we will talk about how to eliminate LLC with zero balance.

Based on the requirements of legislation, the company with zero balance must be prepared in the prescribed manner and to pass regulatory reports. At the same time, it cannot be completely pure balance and reporting in principle, since they still have to reflect the authorized capital and some other positions on the sections of the asset and liability depending on the structure and distribution of capital.

Violations in the order of reporting and its content will attract the attraction to administrative (tax) liability.

In most cases, the existence of zero companies is maintained just in case or up to the best times. Sometimes they are specially created for subsequent sale in the status of a finished company, supplemented by licenses, certificates, membership in SRO or without these attributes.

The need to eliminate this kind of companies arises due to the lack of feasibility in the future of their existence, the impossibility or reluctance to sell ooo or resort to reorganization activities.

The liquidation of LLC with zero balance is carried out according to the same rules as the voluntary elimination of actively functioning companies with special rules, requirements and order for such cases, legislation does not establish. At the same time, the liquidation procedure has developed in practice suggests that to stop the activities of the zero company with its exception to the EGRULT much faster and easier than in the usual basis.

This is due to the lack of need to carry out a number of activities caused exclusively by the existence of active activities in companies, which is not at the zero balance sheet.

In order for the elimination to go fast, trouble-free and successfully, it is necessary to make sure that it is necessary to make sure that Ltd. with zero balance prepared for voluntary liquidation on a simplified procedure:

  1. Complies with all the criteria of a zero company, and the main thing of it does not have any debt obligations to creditors, for compulsory payments and on the regulatory reporting.
  2. It is not a defendant in unfinished judicial processes, that is, the decisions that generate any obligations cannot be taken.
  3. The company has no unfulfilled court decisions (executive documents) for any obligations.
  4. All participants in the company, if there are several of them, must agree to the liquidation of LLC.

If some of the above-mentioned conditions, the company does not satisfy, it is recommended to eliminate obstacles. They can interfere with elimination or slow down the process.

Unlike the actively operating lawlinks, the company with zero balance are much more often eliminated by owners independently, without the involvement of professional liquidators. The main thing is to comply with the procedure, deadlines and the phase of implementation of all procedures.

The order is as follows:

  1. At the company level, it is necessary to decide on liquidation, appoint the responsible for this process (liquidator) or to form a liquidation commission. The only participant makes a decision alone. With several owners, the decision is made at the meeting and is issued by the Protocol.
  2. The tax authority is notified of the decision and the beginning of the liquidation process. In a 3-day period, it is necessary to prepare and submit to the IFNS where the company is registered, a notarized P15002 statement and a copy of the decision (protocol).
  3. After the IFTS has made information about the beginning of the liquidation of LLC to the register, a publication of similar information in the media is published. She repeats a month after the first publication. The fulfillment of a personal notification requirement of each lender is not related to societies with zero balance, since it is assumed that there are no accounts for payables.
  4. It is desirable, but not necessarily, to carry out an inventory and reconciliation with the tax authority and extrabudgetary funds. It is more necessary that, first, make sure that there are no debts and claims, secondly to receive official confirmation of this.
  5. Preparation 2 months after the first publication in the media intermediate liquidation balance (PRS). If the zero balance has already been provided, and there was no change in the company, the PLB in the content will be repetition. Balance is approved by participants in the LLC.
  6. Passage of tax audit. For LLC with zero balance, the probability of checking is minimal. Much depends on the approaches of the local IFTS and the results of the prior check.
  7. Preparation of liquidation balance (LB). It usually copies PRS, only dates change. The approval is carried out in a manner similar to PLB.
  8. Completion of the liquidation and submission to the IFNS final package of documents of a notarized statement of the P16001, a copy of the decision on the approval of the LB and the balance itself, a document on the payment of duty.
  9. Receipt of documents in the IFX indicating the registration of the liquidation of LLC.

In total, the procedure takes 2-2.5 months, sometimes it all depends on the degree of readiness of the Ltd. to the liquidation and efficiency of actions to fulfill individual stages. Main costs are reduced to state duty and notarial services.

Features of the special procedure for the elimination of inactive LLC

The existence of LLC with zero balance is not always for the purpose of liquidation requires the passage of the procedure provided for by the law in general. If there is a need and desire, you can artificially create conditions under which the tax authority itself will exclude the company from the register, officially ceasing its activities.

We are talking about the procedure for exclusion from the register of inactive organizations under the law on state registration of legal entities and IP.

In fact, the inactive LLC includes companies that preceded the exception from an incorporation a 12-month period did not give up the regulatory reports and did not carry out operations on the calculated (bank) accounts. Compliance with these conditions gives the IFNS right to exclude the company from the registry, pre-for 3 months, published a decision on the planned exclusion in the media.

To use by participants, LLC in practice these provisions of the law have several conditions that can also be considered and risks:

  • IFTS can, but not obliged to recognize the company actually inactive and exclude from the registry, that is, a 100% guarantee of the company's liquidation is absent;
  • Violation of the requirements of the law concerning the preparation and passage of the regulations entails responsibility, so you will have to consciously go to this risk without giving reports on taxes and fees;
  • Waiting for the exception of Ltd. from the Incorption will have to be much longer than when voluntary liquidation in the usual manner, taking into account the need to comply with all mandatory conditions.

In any case, the presented version is quite applicable and used by many LLC for its liquidation. On the other hand, it happens much easier, faster and more profitable to sell the company than to eliminate.

Therefore, planning to part with the company, it is important to take into account all possible options and choose the most preferred in specific conditions.

A source: https://2020-g.ru/ip-i-ooo/kak-likvidirovat-ooo-s-nulevym-balansom-poshagovaya-instrukciya-2/

Elimination of LLC with zero reporting

An organization that does not carry out economic activity does not have debts, does not provide transfers from its current account, but without violations, reporting and payments to the Pension Fund, according to the law, is recognized by LLC with zero balance. The liquidation of a profit firm is easier and faster at the expense of a small amount of accounting documentation and the lack of claims for its economic activity.

In most cases, the procedure for the elimination of LLC with zero reporting is carried out according to the standard scheme:

  • The founders are made a decision on the liquidation of the company, an order is published, a liquidation commission is created.
  • Within 3 days from the date of decision, the package of documents is transferred to the registration authorities, tax inspectorate and extrabudgetary funds.
  • The media publishes an announcement of the liquidation of LLC.
  • A preliminary liquidation balance is drawn up.
  • The liquidation balance is submitted to the tax inspectorate, the company is removed from the register, you receive a certificate of liquidation of LLC.

Less than the liquidation of LLC with zero reporting is carried out by the sale of the company. This method allows partially to compensate for the cost of opening an organization and reporting.

Formally substantiated claims of tax authorities may arise only if the documentation is incorrectly made, therefore the preparation of the package of documents should be paid to increased attention. At this stage, it is advisable to use the services of specialists of law firms.

Causes and ways to eliminate Ltd.

The elimination of zero Ltd. can be carried out in two ways: official and alternative.

As a rule, most founders prefer to eliminate their company official methods, as it allows them to not worry about the legality of the procedure.

At the end of such liquidation, the owner of the Company is given an exception from a single register of legal entities, which is akin to death certificate.

Having such a document in his arms, the founder may not be afraid of unexpected visits of the tax inspector, representatives of the internal affairs bodies and their creditors.

Official elimination can have several types:

  • voluntary;
  • Forced;
  • bankruptcy.

Alternative liquidation applies in the following cases:

  • If the founder has no time sufficient to conduct official procedures for the liquidation of LLC;
  • If the owner has a large number of taxes not paid during taxes, penalties and other fines.

Alternative liquidation can be carried out in two versions:

  • Change of company founders or its general director;
  • Reorganization of LLC, which is carried out by merging or accession of society.

What is zero balance

Under zero balance is meant the approved form of accounting. In addition, this accounting is the component of the statements of an organization that does not conduct financial or economic activities.

Consequently, the zero balance can be only among companies that during their activities:

  • no wages are credited;
  • Do not pay tax fees;
  • do not interact with various counterparties;
  • There is no movement of funds for settlement accounts;
  • No other operations.

In such a situation, the organization must provide a zero balance, which is a confirmation of the lack of activity. The order of delivery is established and settled at the level of legislation.

Elimination of zero LLC. step-by-step instruction

The liquidation procedure with zero reporting is considered lightweight, so it does not require the founders of the need to contact professionals. You can spend such liquidation yourself.

However, if such a procedure is held for the first time, it is better to seek help from a specialist. It will know all the subtleties that contains the elimination of zero LLC.

The cost of such a service depends on the complexity of the procedure, for example, from the availability of debts to the tax service.

First of all, the founders decide on the need to eliminate LLC with zero reporting. It is worth noting that all founders should be involved in the discussion of the closure of the enterprise. The finished decision must be issued in accordance with the requirements of the legislation, and maintain:

  • information on the liquidated LLC with zero reporting;
  • List of all founders of the company.

After deciding on the elimination of LLC with zero reporting, the notification of this should be sent to the tax service. You can do this in two ways:

  • come personally;
  • Send documents via the Internet.

Notification of the liquidation of LLC with zero reporting should be sent to the Tax authority within three days from the date of the appropriate decision.

Within three days after receipt of the notification, the tax inspectorate staff provide founders of the liquidated society with zero reporting certificate of the beginning of the relevant procedure.

After receiving this document from the tax service, it is required to publish a solution in the media. To do this, provide:

  • Protocol on the liquidation of LLC with zero reporting;
  • Receipt of payment of fees for publication.

The next stage is the preparation of an intermediate liquidation balance. As a rule, the organization with zero balance is required to provide a list of assets that existed from the company at the time of its discovery. After receiving such a balance, the tax authority conducts an on-site inspection, during which the availability of all documents internal reporting is controlled.

At the end of all these procedures, an application for the liquidation of LLC with zero reporting is sent to the tax authority. According to the results of the consideration of the ready-made package of documents, experts issue a certificate to exclude a firm from a single register of persons.

Documents necessary to eliminate LLC with zero reporting

The legislative level contains a list of documents that are necessary for closing LLC. In particular, to close LLC with zero reporting, the owner will need to provide:

  • The decision to ensure the liquidation of LLC with zero reporting. As a rule, such a document is issued as a protocol of the meeting of the company's founders;
  • The decision on the closure of LLC with zero reporting, which will be required to provide in the tax office;
  • Notification of the closure of the company, which is transmitted to the Tax Inspectorate. This document requires notarization of the applicant's signature;
  • Documents confirming the fact of the tax audit. These documents are necessary in order to confirm that the company's founders donated the zero balance timely.
  • Receipt of the payment of state duty for registration of the fact of liquidation of LLC with zero reporting;
  • a document from the pension fund confirming the fact of the absence of debt;
  • The final liquidation balance of the enterprise, approved by the protocol of the meeting of the founders.

The elimination of zero Ltd. is possible only when providing this package of documents. Consultation specialists

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A source: https://www.pravo-ved.ru/likvidaciya-ooo-s-nulevoj-otchetnostyu/

Elimination of zero Ltd. from leaders

Often there are cases when Ltd. from the moment of opening did not learn activities, does not have workers and debts in front of various departments. After a certain period of existence, such an enterprise is prepared for closure. At the same time, the elimination of zero Ltd. has some features.

Terms of Elimination of Zero Ltd.

Closing procedure occurs on the basis of:

  • Art. 57 14-FZ from 1998;
  • Art. 61 - 65 of the Civil Code of the Russian Federation;
  • GL 7 129-FZ from 2001.

To eliminate zero Ltd., the following conditions must be followed:

  • The organization should not have debts to counterparties;
  • Lack of monetary commitments to private authorities and FTS;
  • Delivery reporting according to the periods over the period of existence, up to the liquidation of LLC.

Stages of liquidation of zero Ltd.

The whole process is performed in six stages.

1st stage - Decision of the Elimination Meeting

At the general meeting of shareholders, a decree on the elimination of zero Ltd., fixed by the preparation of the Protocol, is adopted. The liquidation commission (LC) is also formed by this meeting. If the founder is alone, then the decision is made by his unanimous voice, and he only fulfills all the obligations of the Commission.

2nd stage - notice of the decision of the FTS

Through a statement in the form of P15001 in a 3-day period, it is required to notify the FTS at the place of registration of the enterprise. Form after filling should make notaries. After accepting a statement, the tax employee should make an entry on finding zero Ltd. in the liquidation process and give the applicant the form of P50007, indicating the adoption of documents.

After that, the tax is entitled to check, in the case of zero balance sheet, it will be a desk, the exit is carried out extremely rarely.

3rd stage - posting information in the media

In the same period, this period is placed on liquidation of LLC. To accommodate it, it is necessary to contact a statement through a specially designed form, and pay for the services of the printing house. There is a publication in the "Bulletin of State Registration".

4th stage - notice of creditors about liquidation

In addition to publication in the media, you need to notify each creditor on the liquidation of LLC personally by registered mail. In the absence of an enterprise activity, the borrowers should not be completely satisfied with their requirements. If all the debts the organization has, the counterparties are entitled to make a claim in order to obtain their assets.

5th Stage - Intermediate Liquidation Balance (PLC)

A preliminary balance sheet is formed at the 5th stage and must be approved by the Commission. With a zero balance of Ltd., only lines with authorized capital and receivables should be filled. PLCs in one folder with the form of P15001, a solution to its approval and a copy of the notification in print publishers is provided to the tax.

6th stage - Formation of the final balance of liquidation

After solving all current problems and passing the previous steps on the balance sheet of the enterprise, only its property remains, distributed in the future between the participants commensurate their contributions to capital. The zero balance must be approved by the owners and seem in the FTS form in the form of P16001.

After 5 days, an entry is made to the incorporation, followed by issuing the owners of the R50007 form.

After passing all the steps, the owners must pass the documentation to the archive, the printing is destroyed, and the existing billing accounts are closed.

What should still be remembered when eliminating zero

The intermediate liquidation balance is finally formed after meeting the requirements of counterparties / ledents, it is necessary to specify the following information in detail:

  • About the property of LLC after its inventory (confirmed by the inventory materials);
  • The list of creditors with the details (confirmed by the official requirements of them and their satisfaction materials);
  • The list of requirements that were satisfied in the compulsory manner does not matter whether this item was adopted by the liquidation commission.

This is important: it should be understood that in the presence of unsatisfied requirements of creditors, especially in court, the liquidation balance is not possible to recognize zero.

The legislation does not undertake to draw up the zero liquidation balance, as the norms are allowed to form the following schemes:

  • The approval of the final balance without specifying information about property, then the balance will be zero;
  • With the designation of information on what remained after the calculation with creditors, then the balance of zero cannot be.

At the same time, flaws exist in both cases:

  • If the balance is noted zero, then the enterprise may remain unexpected debt ... which the repayment of which stretches for years (plus the lack of information to whom and how much property relies);
  • With a non-zero balance behind the enterprise, the property is listed, which requires paying taxes, which means that the company remains a payer. And while property will not be implemented, payables may form.

Given these features, it is necessary to closely close to the entire process of eliminating zero LLC, and even more so filling and forming the liquidation balance. Specialists of the MP will help to understand all the intricacies of the process and pass it without complications as quickly as possible.

A source: https://advokat-malov.ru/reg-uslugi/likvidaciya-nulevogo-oo.html.

How to eliminate OOO Alone - Step-by-step instructions 2019

Some entrepreneurs face that their business becomes unpromising, non-working and does not bring profit.

According to the current Law No. 129-FZ, any without any activity can exist in no more than one year, after which the IFTS can claim the liquidation of the company.

In order not to wait for the compulsory liquidation and accrual of fines, it is necessary to close LLC on their own, if the activity has not been conducted.

Terms of Elimination of the Company with Zero Balance

Despite the complexity of the procedure, the closure of LLC in the absence of activity is the optimal and legitimate way to get rid of non-profit business.

Consider key conditions for voluntary liquidation of an unprotected enterprise:

  • The company does not bring any income and has no expenses;
  • There are no activities at the enterprise;
  • The reporting of the enterprise does not reflect the maintenance of financial and economic activities;
  • The company does not delay the delivery of declarations with zero reporting;
  • The organization has no outstanding obligations to fonds and annoyance of foam.

Zero LLC must have authorized capital in the amount of 10 thousand rubles. If the authorized capital of the firm is below the established size, it is closed under Art. 90 Civil Code on the basis of a court decision.

Methods of elimination of zero Ltd.

There are several ways to close an inactive company, namely:

  • Sale or manual change.

This method refers to an alternative, rapid and fairly simple version. The company does not close, but its leadership and owners are replaced.

  • However, the registering authority may refuse the company on sale if she has overdue debts.
  • This decision can be accepted if the company has no accounts and reporting data over the past year.
  • If the company is never loved, fines are accrued, therefore this method is not considered optimal.
  • In case of non-compliance with the Company's legislative norms, the Court may decide on the closure of LLC on the basis of the executive list or the protocol of the meeting of the owners.

By decision of the owners of the company.

This method is the most simple and rapid, if the organization does not work for 3 years, did not change managers, has no debt and problems with the surrender. Ltd. with the only participant may be eliminated by his decision.

This process is worth starting if the company has a minority balance, that is, outstanding obligations to the lender. However, for firms with zero balance, this method is not suitable.

Stages of liquidation of LLC without activities

First, there is an internal audit in the enterprise to assess the state of affairs and provide all the missing reports necessary to eliminate LLC with zero balance, and then act in stages.

Step-by-step instructions How to independently eliminate LLC not leading activities under the simplified scheme, is presented further.

Decision

The owners of the company are collected at the general meeting, where they make a decision on closing. The decision must be unanimous and submitted to the minutes of the meeting. If the company has one founder, he can close it in its only solution.

And also at the meeting, the liquidation commission or liquidator, which will be engaged in conducting the liquidation process.

Transfer of solutions to the tax

After making a decision on liquidation, the Company must notify IFTS within three days. The tax authority is sent notification and minutes of the meeting, certified by signatures and printing.

The meeting of the participants does not apply to the mandatory documents necessary for the closure of LLC with one founder.

And also in the IFTS, the form of P15001 filled with liquidator, which should be certified by a notary.

The received documents of the tax authority should consider within five days and make appropriate changes to the register.

After this stage, all rights management reports to liquidator.

Creating a liquidation commission or liquidator

The liquidation commission is elected by the founders at the general meeting. The head of the commission is the liquidator of the company on which the full responsibility is assigned for the entire process.

About the decision, the management of the company also reports to the registration authority for three days.

If the procedure for the liquidation of Ltd. will be violated and the firm extends the notice of the IFNS, the executives of the enterprise may impose a fine of 5 thousand rubles.

Publication in the Gulf of State Registration

The elimination of zero Ltd. should be covered in the formal media, namely in the "Gestregistration Herald".

The message must indicate a period of 60 days, during which all organizations of the organization can direct their claims.

Drawing up an intermediate liquidation balance

After the expiration of two months from the date of publication, the responsible person (liquidator) is the interim balance of the enterprise, which is assumed by the founders.

Repayment of debt to creditors

If an enterprise has outstanding obligations to the lesors, they must be paid in the manner defined by Art. 64 of the Civil Code of the Russian Federation.

After paying all debts, the liquidator is liquidation balance.

If the company has property, then after paying all obligations, it is distributed among the participants of the Company.

Drawing up the final liquidation balance

The liquidation balance, compiled by a responsible person, should be sent to the tax authority. Together with the document, the sender fills and sends a notarized statement in the form of P16001, a certificate from the FIU and a document confirming the payment of state duty.

Closing a bank account

The person who opened bank accounts for the enterprise should close them and terminate the contract with the banking institution.

Exception from the register

After the adoption of documents from the liquidator, the IFNS studies them. With the proper registration of the documentation, the tax service sends to the register notice of the Company's withdrawal from accounting, he reports in writing to the liquidator of the company.

From this point on, the company is considered closed. The liquidator must destroy the print, and transfer the documents of the company to the archive.

Which company is recognized as ceasing its activities

As soon as the company is excluded from the state registry, the process of its liquidation is considered completed. Sometimes, when closing the company, the tax service conducts an inspection at the enterprise, but, in the event of the elimination of zero LLC, such inspections are practically not conducted.

With the right conduct of all procedures, close to zero balance can be easily and quickly, and this process will not require large financial investments.

A source: https://bankrotof.net/likvidacija-ooo/s-nulevym-balansom/

Conditions for the liquidation of LLC with zero balance and the rules of independent closure

Eliminate the society with zero balance is somewhat simpler than the company that is actively economic activities. This is due to the fact that such Ltd. has no debts to budget and creditors. This eliminates the temporary costs of legal proceedings and selling property to repay debt obligations.

What is LLC with zero balance

Legislation does not contain such a concept as a level with zero balance, and does not imply a separate procedure for its liquidation. But in practice, under ooo, the zero balance is understood by Jurliso, which:

  1. Did not learn economic activities .
  2. Provided "zero" reporting , i.e. reporting without profitable and consumables.

The process of liquidation of LLC with zero balance is regulated by the provisions of Art. 57 14-FZ "On OOO", Art. 61-65 Civil Code and 129-FZ. The closing procedure of such a lover is no different from the standard liquidation of a legal entity, except that the procedure:

  1. Suggests collecting a minimum set of documents .
  2. It is carried out on the conditions of the minimum number of inspections .
  3. Held in a short time .

Conditions for liquidation

The liquidation of LLC with zero balance is carried out both on a voluntary basis and in compulsory. Forced liquidation is carried out according to the sole solution to the tax inspectorate.

Exclude non-working FNS companies allowed without a court decision.

The tax authorities are entitled to exclude information from the registry against a legal entity, which does not conduct economic activities during the year (it does not have movements on the current account) and does not give the reporting statements.

The condition for the liquidation of the company in a voluntary format is to hold a general meeting of founders. The decision to liquidate LLC should be made on the agenda and is taken with the consent of all participants.

According to the results of the General Assembly, the Protocol is drawn up.

Forced and voluntary liquidation differ only to the grounds for the start of the procedure, otherwise they suggest the passage of the same stages.

To close the LLC with zero balance in a simplified procedure, certain conditions must be observed:

  1. The company does not have debts to individuals and legal entities .
  2. LLC has no debts in front of the FTS, FSS, PFR and other budgetary institutions.
  3. The company passed all the reporting .

Order of independent closure

The procedure for the elimination of LLC with zero balance assumes the passage of such steps as:

  1. The general meeting of creditors is held On the issue of liquidation of LLC.
  2. If the decision on the liquidation of the company was taken, the liquidation commission is appointed (as well as its chairman) or the only liquidator. Commissions are moving all the functions of managing the company.
  3. The necessary documents are preparing for the start of the liquidation procedure and transfer them to the Tax Inspectorate. . They necessarily include a notarized statement in the form of the P150001 (by order of the Federal Tax Service of Russia from 2012 No. 21-6 / 25 @), as well as the protocol of the general meeting of participants or the solution of the only participant on the liquidation of LLC. Help on the absence of debt before the FSS or the FIU under the new rules is not needed, so all information FTS requests automatically. It is worth considering that the Tax Inspectorate should be notified about the decision on the liquidation of LLC for 3 days. In violation of the specified deadlines, the company may be attracted to administrative responsibility under paragraph 3 of Art. 14.25 Administrative Code. The failure to provide the indicated information threatens the imposition of a fine on officials in the amount of 5 thousand rubles. and warning.
  4. FTS on the basis of the information received introduces information about finding a legal entity in the liquidation stage.
  5. The liquidation commission is obligatory publishes the announcement of its closure in the "Bulletin of State Registration" . An application for publishing can be submitted online using the journal site. Here you can find the approximate text of the ad and the finished sample.
  6. After the publication of this communication, the company's possible lenders will be at least 2 months to present their requirements for it. (Ltd. can establish advanced deadlines for requirements). But since there is no creditors with zero balance sheet, this stage is a formality.
  7. 2 months after publishing a message in the "State Registration Herald" need to be inventory and make an intermediate liquidation balance . Companies need to be convinced of the absence of debts to counterparties and budget, otherwise they need to be repaid before closing. Intermediate liquidation balance contains information on the composition of the property, the requirements of creditors, the results of consideration of the requirement and the list of redeemed requirements. In the intermediate balance, not all indicators will be zero. In particular, in the section with the authorized capital, its minimum value can be 10,000 p. In the balance sheet should be displayed credit funds and property taken into lease.
  8. After preparing an intermediate liquidation balance in the Tax Inspectorate, only notification in the form of P15001 should be transferred , not the balance itself. Section 2 of this notice is a check mark in the relevant point on the preparation of the balance.
  9. After calculations with potential creditors, the remaining property is distributed among the participants . Calculation with creditors is made in a certain order.
  10. The liquidator or chairman of the liquidation commission reports to the FNS decision on the approval of the liquidation balance , notarized statement in the form of P16001 and a receipt with a paid state duty in the amount of 800 p.
  11. The current account is closed, the seal is destroyed. .
  12. The process of elimination is completed by the PNC Marking Marks in the EGRUL on the exclusion of the company from the register . This mark is made within 5 days after making a decision on liquidation. The exclusion of data about the company from the Incorption is the final phase of liquidation.
  13. The organization conveys all mandatory documents to the State Archive .

The liquidation of LLC usually involves conducting an exit tax audit. It is necessary to identify tax debts and tax evasion. When liquidating LLC with zero balance, such a check is usually not carried out, since the tax authorities do not have a practical interest to check such companies.

The cost of voluntary liquidation of LLC is made up of several components. This, in particular, the costs of notarial services, the payment of state duty for registration and related expenses (in particular, withdrawing copies, etc.). The cost of notarization of one document is 1000-2000 p.

Thus, cases where the organization does not conduct economic activities after opening - not uncommon. Such a company in use is referred to as the company "with zero balance".

Zero balance means no profit and loss. With its elimination there are some features that are associated with the lack of creditors and debts. Therefore, such a company does not threaten the bankruptcy procedure and its tax audit is rare.

A source: https://zakonguru.com/bankrotstvo/yuridicheskix-lic/zakrytie-ooo.html

The need to close the company may occur for various reasons. Recently, the number of requests for the elimination of LLC with zero balance has increased. What is it, how is the procedure and what should be paid attention to?

  • No time to read? Go to the site ( https://fedresurs.online/likvidatsiya_nulevogo_ooo/ ) And get Free instructions Of the 16 obligatory points on the liquidation of the company!

Liquidation of zero lyrics: features of the procedure

Close the company with zero balance in general easier. After all, the company will not be subject to high attention of tax authorities and their checks, and the list of necessary documents will be less in contrast to the usual liquidation. However, the procedure still requires attention to itself and passing a number of essential stages.

Elimination of zero Ltd. Also: Step-by-step instructions
Elimination of zero Ltd. Also: Step-by-step instructions

Ltd. with zero balance has the following distinguishing features:

  1. The company did not led any activities;
  2. Timely provided documents to the tax;
  3. All contributions to the FPR and FSS were paid on time;
  4. No movements in bank accounts were carried out;
  5. No debts.

The legislation establishes several ways to liquidate a legal entity. The first, through bankruptcy, is not suitable in this case. After all, this way can eliminate the company with big debts.

The second way, alternative liquidation, was considered in detail in these two videos. Attach them for your convenience.

Let us dwell on the third method - voluntary liquidation.

Liquidation of zero Ltd.: Step-by-step instructions

You can voluntarily close with zero balance, performing the following algorithm of actions:

1. First, the unanimous decision of all founders of society is required. For this, a meeting is held, the decision is made in the form of a protocol, all present signs. The meeting also places the election of liquidator or liquidation commission.

2. Within three working days after the decision, it is necessary to notify the tax inspection. This should be done by sending a notification in the form of P15001 and the decision of the participants in the form of a protocol.

3. Further, the FTS considers the obtained documentation and makes changes to the register on the start of the closing procedure of LLC.

4. After you need to make two important actions: to reveal information on the liquidation in the Journal of State Registration Bulletin and the Unified Federal Register of legally significant information on the facts of the activities of Jurlitz, IP and other economic entities (Fed Grazurs). Neglecting this duty can lead to a fine to 50,000 rubles or refusal to state registration of the liquidation procedure. You can place binding messages using the operator Fedresurs online .

  • Link to posting messages in the "Bulletin of State Registration" - https://fedresurs.online/vestnik-likvidatsiya/
  • Link to posting Messages in Fedrayurs - https://fedresurs.online/liquidation/

5. In addition to posting information in the specified resources, you will need to notify creditors in writing by sending them to mail by mail. Usually after the passage of this stage, the tax leaving with the inspection. However, with respect to LLC with zero balance, such measures are rare, but be attentive!

How to close Zero Ltd. independently: Step-by-step instruction 2020
How to close Zero Ltd. independently: Step-by-step instruction 2020

6. Make an intermediate liquidation balance. He is agreed and accepted at the general meeting of participants. In zero LLC, this stage will not cause major difficulties.

7. Then the responsible stage of the calculation with creditors under the claims is coming. Zero LLC should not have debts. Mandatory payments are paid on to the existing funds, in case of their shortage of assets. The remaining property and cash must be distributed among the participants.

8. The final liquidation balance is compiled, approved as the general meeting of participants.

9. And at the final stage, the following documents should be sent to the tax: a decision on the approval of the liquidation balance, the application for the form of P16001 (certified by the notary), the liquidation balance and document on the payment of state duty. After 5 days, the IFTS will provide a certificate of termination of LLC LLC and notification of deregistration from the register.

After the exclusion, the company must be destroyed from the EGRUD, the documents are deposited to the archive, and bank accounts are closed.

Despite the fact that the elimination of zero Ltd. is a lighter process than the closure of ordinary companies, this process is quite complicated and always delayed for many months. Failure to comply with the requirements established by the law can not only drop you at the very beginning of the procedure, but also to respond in the form of liability and large penalties.

Liquid zero LLC without a visit to the FNS, FIU and Notary in accordance with the law! On the site https://fedresurs.online/likvidatsiya_nulevogo_ooo/ Presented the test, the passage of which will allow you to free yourself from:

  • 3 visits to the IFTS;
  • 3 trips to notary;
  • 2 visits to the bank;
  • 1 visiting to the certifying center;
  • 1 visits to the FIU;
  • 1 hike to the editors of the magazine "Bulletin of State Registration".

Also on the site you can Get free instructions Of the 16 obligatory points on the liquidation of the company. Go to the site And save time, money and nerves!

The organization that was created under certain projects may not be needed to be owned, but before the liquidation does not reach the case. So it is listed in the register society, but the activity does not lead. To stop the work of such companies, the legislator suggests liquidate LLC with zero balance.

What does oo ltd. with zero balance?

which can conduct a detailed analysis and issue a conclusion about the appropriate way to close the company.Any business is subject to crisis. The organization, which yesterday brought profits, becomes unprofitable. Owners make a decision to liquidate either on temporary suspension of activities.

But there are situations where the Society "hanging" in the incarnation, gives reporting and at the same time his further fate is incomprehensible, because the founders are not sent to the FTS absolutely no notifications. In practice, such companies exist with zero balance.

What signs should the society be posted so that the balance is considered zero:

  • lack of movements on settlement accounts (parish, consumption);
  • passing all reports and declarations;
  • the absence of debts both in front of organizations and in front of individuals;
  • lack of debts to extrabudgetary and budget funds;
  • Reporting in the FTS is rented on time.

The liquidation of the Company with zero balance is possible only when consent is obtained from all founders.

Methods of liquidation of society with zero balance

The legislator admits only one possible option for the liquidation of LLC, whose balance is zero - voluntary. The owners of the business make a decision, draw it into a protocol, and in accordance with the requirements of the law, the necessary legal actions are carried out.

As for other ways, for example, initiating a bankruptcy procedure, in this case it is not applicable. The Company will not have debts and unfulfilled obligations and therefore it makes no sense to introduce insolvency procedure.

Forcibly closure can FNS if the organization has violated the requirements of the legislation. For example, over the past 12 months did not give reporting.

For compulsory liquidation, the tax inspectorate should apply to the court, to provide all evidence of violation of the law. Only after the entry into force of the court will be excluded from the EGRUL.

It makes sense to wait forced liquidation. The FTS in the case of a zero balance, but with a non-commissioned declaration on time, imposes a fine to society. It must be paid regardless of whether the liquidation procedure was initiated in court.

There is another option - alternative liquidation. It is made by selling business, introducing new participants. That is, in fact the company does not stop working, but it controls the new manual. This also includes mergers, allocation, etc. But these procedures are not classical liquidation when the organization is excluded from the Incorption, so they are also not applicable in this case.

Step-by-step instructions for the liquidation of LLC with zero balance

Voluntary liquidation of the Company with zero balance is carried out by the following scheme:

  1. The founders are going to take a unanimous decision on whether to stop operations. The decision is made in the form of the protocol and is signed by all those present. At the same meeting, the liquidation commission or liquidator is elected.
  2. Within 3 working days it is necessary to send documents to the tax inspectorate, indicating the beginning of the liquidation procedure, namely:

If the notification is not sent on time, a fine of 5,000 rubles is imposed on the organization. Or make a warning.

Notice must be certified by the notary.

  1. FTS considers transmitted documents and makes changes to the register on the start of the liquidation procedure.
  2. The next step is notice of creditors by placing information on liquidation in the "State Registration Herald".

The media reports must be specified for the appeal of creditors and the address. As a rule, the period cannot be less than 2 months from the date of publication.

  1. In addition to posting a message in the media, lenders must be notified in writing. The proof of their notice can be a receipt from custom letters, messages from the courier, etc.

At the same stage, the FNS may decide to check the Company's activities. As a rule, in the company with zero balance, they are rarely leaving. But if the message about the start of the inspection was still aimed, then until it end, it is impossible to move to the next stage of cessation.

  1. The liquidation commission at the time when the deadline for accepting claims from creditors ends, an intermediate liquidation balance should be developed. The owners of the enterprise at the general meeting coordinate it or make changes.

In Ltd. with zero balance, this document is easy to draw up, as practically in all columns will be stitched by zeros, except the column "authorized capital".

At the same stage in the FTS, the liquidator transfers the notification in the form of P15001, certified by the notary.

  1. Stage of calculation with creditors under the claims. Ltd. with zero balance should not have debts. All mandatory payments are paid on to the fund themselves, with their disadvantage - from available assets.

All property and cash remaining after lenders must be distributed among the participants of the Company.

  1. The final liquidation balance is drawn up. He is approved at the General Meeting.
  2. Final stage. The following documents are sent to the FTS:
  • decision on the approval of the liquidation balance;
  • statement in the form of P16001, certified by the notary;
  • liquidation balance;
  • Document on payment of state duty.

Within 5 business days, the tax inspectorate examines the documents transmitted. In case of their compliance with the requirements of the law, decides on the completion of the liquidation procedure and excludes society from the EGRUL.

After the exclusion from the enterprise's incorporation, the liquidator should destroy the printing of the company, to close accounts in the bank, and documents to be stored in accordance with the procedure established by law.

Why need to close the LLC with zero balance?

Ltd. Ltd. with zero balance: Step-by-step instructions in 2020When the organization does not function, there are no funds on its accounts, all employees are dismissed, and the manager is not paid salary, then sooner or later it will fall into the spotlight of the FTS. It doesn't matter, led the owner of the declaration or not, the tax periodically conducts inspection of the performance of organizations included in the EGRUL.

In order for the authorized bodies, no questions arose, society is better to eliminate, especially if its founders understand that they are not interested in preserving the company.

After all, even the lack of activity does not automatically eliminate the enterprise. It will be so "live" by the body for which it is necessary to report and take declarations. Failure to fulfill the requirements of the law entails the imposition of fines.

In practice, the procedure for voluntary liquidation of LLC with zero balance is passed quickly and painlessly. Tax has already been aware that there are no activities on previously disposed of declarations. The number of inspections is minimal. It is only important to keep the time and procedure established by law.

Let's summarize

Thus, the elimination of LLC on the "lightweight" procedure in the presence of a zero balance is carried out only if the company has not really been conducted, there is no debt to creditors and funds, the declarations have surrendered on time. Otherwise, the FNS comes into business and carries out forced liquidation, imposing a fine on business owners.

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Facakhova Elena

Facakhova Elena

Leading Lawyer. Member of the Committee of the State Duma of the Russian Federation for non-bank credit institutions. Engaged in bankruptcy procedure since 2015.

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Some entrepreneurs face that their business becomes unpromising, non-working and does not bring profit. According to the current Law No. 129-FZ, any without any activity can exist in no more than one year, after which the IFTS can claim the liquidation of the company. In order not to wait for the compulsory liquidation and accrual of fines, it is necessary to close LLC on their own, if the activity has not been conducted.

Terms of Elimination of the Company with Zero Balance

Despite the complexity of the procedure, the closure of LLC in the absence of activity is the optimal and legitimate way to get rid of non-profit business.

Consider key conditions for voluntary liquidation of an unprotected enterprise:

  • The company does not bring any income and has no expenses;
  • There are no activities at the enterprise;
  • The reporting of the enterprise does not reflect the maintenance of financial and economic activities;
  • The company does not delay the delivery of declarations with zero reporting;
  • The organization has no outstanding obligations to fonds and annoyance of foam.

Zero LLC must have authorized capital in the amount of 10 thousand rubles. If the authorized capital of the firm is below the established size, it is closed under art. 90 GK of the Russian Federation Based on the court decision.

See also: How to focus on the company's liquidation

Methods of elimination of zero Ltd.

There are several ways to close an inactive company, namely:

  • Sale or manual change.

This method refers to an alternative, rapid and fairly simple version. The company does not close, but its leadership and owners are replaced.

However, the registering authority may refuse the company on sale if she has overdue debts.

This decision can be accepted if the company has no accounts and reporting data over the past year.

If the company is never loved, fines are accrued, therefore this method is not considered optimal.

See also: Decisions on the convening of the general meeting of founders on the issue of liquidation of LLC

In case of non-compliance with the Company's legislative norms, the Court may decide on the closure of LLC on the basis of the executive list or the protocol of the meeting of the owners.

  • By decision of the owners of the company.

This method is the most simple and rapid, if the organization does not work for 3 years, did not change managers, has no debt and problems with the surrender. Ltd. with the only participant may be eliminated by his decision.

This process is worth starting if the company has a minority balance, that is, outstanding obligations to the lender. However, for firms with zero balance, this method is not suitable.

Hotline for consultations of citizens: 8-800-350-57-94

Stages of liquidation of LLC without activities

First, there is an internal audit in the enterprise to assess the state of affairs and provide all the missing reports necessary to eliminate LLC with zero balance, and then act in stages.

Step-by-step instructions How to independently eliminate LLC not leading activities under the simplified scheme, is presented further.

1. Decision

The owners of the company are collected at the general meeting, where they make a decision on closing. The decision must be unanimous and submitted to the minutes of the meeting. If the company has one founder, he can close it in its only solution.

And also at the meeting, the liquidation commission or liquidator, which will be engaged in conducting the liquidation process.

See also: Verification of the liquidation of a legal entity

2. Transfer of solutions to the tax

After making a decision on liquidation, the Company must notify IFTS within three days. The tax authority is sent notification and minutes of the meeting, certified by signatures and printing. The duct of the participants does not apply to the mandatory documents necessary to close the LLC with one founder. And also in the IFTS, the form of P15001 filled with the liquidator, which should be certified by a notary.

The received documents of the tax authority should consider within five days and make appropriate changes to the register.

After this stage, all rights management reports to liquidator.

3. Creating a liquidation commission or liquidator

The liquidation commission is elected by the founders at the general meeting. The head of the commission is the liquidator of the company on which the full responsibility is assigned for the entire process. About the decision, the management of the company also reports to the registration authority for three days. If the procedure for the liquidation of Ltd. will be violated and the firm extends the notice of the IFNS, the executives of the enterprise may impose a fine of 5 thousand rubles.

You need to know: Liquidation of IP and Ltd. through state services

4. Publication in the Bulletin of State Registration

The elimination of zero Ltd. should be covered in the formal media, namely in the "Gestregistration Herald".

The message must indicate a period of 60 days, during which all organizations of the organization can direct their claims.

5. Drawing up an intermediate liquidation balance

After the expiration of two months from the date of publication, the responsible person (liquidator) is the interim balance of the enterprise, which is assumed by the founders.

When eliminating zero Ltd., its balance should also be zero, and the authorized capital is at least 10 thousand rubles.

6. Repayment of debt to creditors

If an enterprise has outstanding obligations to the lesors, they must be paid in the manner defined by Art. 64 of the Civil Code of the Russian Federation.

After paying all debts, the liquidator is liquidation balance.

If the company has property, then after paying all obligations, it is distributed among the participants of the Company.

7. Drawing up the final liquidation balance

The liquidation balance, compiled by a responsible person, should be sent to the tax authority. Together with the document, the sender fills and sends a notarized statement in the form of P16001, a certificate from the FIU and a document confirming the payment of state duty.

See also: Reporting in the liquidation of LLC in 2020

8. Closing a bank account

The person who opened bank accounts for the enterprise should close them and terminate the contract with the banking institution.

9. Exception of EGRUL

After the adoption of documents from the liquidator, the IFNS studies them. With the proper registration of the documentation, the tax service sends to the register notice of the Company's withdrawal from accounting, he reports in writing to the liquidator of the company.

From this point on, the company is considered closed. The liquidator must destroy the print, and transfer the documents of the company to the archive.

Which company is recognized as ceasing its activities

As soon as the company is excluded from the state registry, the process of its liquidation is considered completed. Sometimes, when closing the company, the tax service conducts an inspection at the enterprise, but, in the event of the elimination of zero LLC, such inspections are practically not conducted.

With the right conduct of all procedures, close to zero balance can be easily and quickly, and this process will not require large financial investments.

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Update: August 9, 2017

Elimination of LLC with zero balance

There are often cases when an organization does not conduct economic activities from the moment of its opening, has no workers, cash flows on accounts and does not plan to operate in the future. The balance of the designated organization is zero. When liquidating LLC with zero balance there are some features.

The liquidation procedure LLC

The procedure for the elimination of zero LLC is regulated by Art. 57 of the Federal Law of 08.02.1998 № 14-ФЗ , st. Art. 61 - 65 Civil Code of the Russian Federation and ch. VII of the Federal Law of 08.08.2001 № 129-ФЗ .

In connection with the process-intensiveness of the process and the required costs of time, under the elimination of LLC, owners can resort to the help of third-party firms specializing in the implementation of such services. This method will allow owners to reduce the costs of time and labor, but it is the most expensive. Thus, the Organization will have to not only bring the costs necessary for its liquidation (such as payment of state duty, the costs of copying and notarial reinforcement of documents, etc.), but also to pay the services of the employed organization. If the owners want to save money, then it is necessary to close the LLC with zero balance on their own.

This article provides a step-by-step instruction on the liquidation of LLC with zero balance.

What conditions should be respected?

For the implementation of the liquidation of LLC with zero balance, the following conditions are necessary:

  • The debt of the organization before legal entities and individuals is completely absent;
  • The debt of the organization before the FTS, FSS, the FIU and other institutions is completely absent;
  • Previously, all necessary reports were provided in a timely manner in the FTS.

First steps to eliminate LLC with zero balance

In order to close LLC with zero balance, it is necessary to solve its participants or the only participant.

The general meeting of participants or the only participant decides on the elimination of zero Ltd. and appoints the liquidation commission, its chairman (or liquidator) (hereinafter referred to as the liquidator).

After deciding on the closure of LLC, it is necessary to report on this decision within three working days about this decision and on the appointment of the liquidator.

In accordance with paragraph 3 of Art. 14.25 Administrative Code For failure to provide these information on the time limit, the imposition of a fine on officials in the amount of 5 thousand rubles or the prevention is provided.

In the tax service, the liquidator sends two documents:

  • the decision of the participants on the beginning of the elimination and purpose of the liquidator;
  • Notification in the form of P15001, compiled in accordance with the order of the Federal Tax Service of Russia of January 25, 2012 N MMB-7-6 / 25 @, certified notarized.

Having received these information, the tax service contributes to EGRULA Record that organization in the liquidation process.

In order for the creditors to have information, with what date they can make requirements, the liquidator places in a special edition of the State Registration Bulletin issue that LLC is liquidated. This message is denoted and the procedure for presenting requirements. This period is in accordance with the Civil Code at least two months starting from the date of publication.

Publication in the media, notification of creditors and preparation for field check

It is necessary to notify all the well-known lenders on the liquidation of LLC. The organization should remain confirmation of the specified notice. Such evidence may be notifications about the delivery of a custom letter or the painting on receiving the notification in the case of sending it by the courier.

Tax authorities have the right to conduct an exit verification of the liquidated organization. But in the event of the liquidation of LLC with zero reporting, the verification may not be carried out, since organizations with zero balance do not pose interests for the tax service.

When making a decision to the tax service on the implementation of the field check for the next stage of the elimination of zero Ltd., it is possible to move only after its completion.

Drawing up an intermediate balance

The liquidator must compile an intermediate balance after the expiration of the period declared for claims by creditors. The specified balance is approved by participants in the LLC.

In the case of the elimination of zero Ltd. Drawing up an intermediate balance is not difficult, since the sections of such a balance will be zero, with the exception of the line "Authorized capital", the minimum value of which is ten thousand rubles.

In the tax service, due to the compilation of the intermediate balance, a certified notarial form P15001 is submitted.

Payments to creditors and preparation of liquidation balance

Cash to creditors to the liquidated Ltd. is paid in order of priority indicated in Art. 64 of the Civil Code of the Russian Federation.

The organization after settlements for all requirements is liquidation balance. The specified balance is approved by participants in the LLC.

The property remaining after all payments on the requirements of creditors is transmitted to its participants.

The final stage of the liquidation of LLC with zero reporting

After conducting all necessary actions to eliminate the tax authority, the following documents are submitted to closing the LLC with zero balance:

  • decision on the approval of the liquidation balance;
  • notarized filled in form P16001 application for the liquidation of LLC;
  • liquidation balance;
  • Document on the payment of state duty.

After entering information on the termination of the existence of LLC in EGRULA It is believed that the procedure for its elimination is completed. Next, the organization should destroy the seal, close the account in the credit organization and give documents to the archive.

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  • The reasons that prompted the owner to close their company can be a different one. I did not go business, got tax, losses, no profit, or just decided to do something else.
  • There are several ways to close the company:
  • Voluntary liquidation (Art. 61-64 GK).

Bankruptcy, if a company with debts, and cannot pay them.

Alternative methods that are not recommended to use. Liquidation - the method of closing the company initially prescribed in the legislation, one of two legal (second - bankruptcy). The company's closure process is not rapidly, since the registering authority must understand whether business owners leave commitments, first of all before the budget.

In the elimination, just get confused. Save yourself useful materials on the topic:

Get instructions for liquidation of LLC.

So what is the so-called "voluntary liquidation"? From several stages that we now write in detail. Consider on the example of LLC, as the most common organizational and legal form.

  1. Stage 1. Decision, appointment of liquidator
  2. So, the company decided to close. For this, the general meeting of participants is convened. Agenda:

Decisions on liquidation. Appointment of liquidator (or head of liquidation commission).

Important:

There is no difference in the liquidator or in the head of the liquidation commission. The Commission is needed when a lot of work is inventory, the collection of "competitive mass", the search for property (if necessary), many lenders who need to be notified. If the company's charter does not register a method for a meeting decision, it needs to be carried out in the presence of a notary. Or include on the agenda the question of determining the method of a meeting of the Assembly. As a rule, this signing the protocol by all participants. True, the Plenum of the Armed Forces in December last year considered that

Mandatory notarial certificate

All meeting decisions are subject to. As well as solutions of the only participant. The tax authorities will definitely check this moment. We know about all their tricks. .

Decisions on liquidation. Get Free analysis of your situation with specific recommendations of the liquidation of the company The decision to liquidation must be taken

unanimously.

This is no exceptional rule.

By the way, another moment. The decision to liquidate the company and the appointment of the liquidator is not necessary at the same time. But it is more convenient to do everything immediately.

Further, the information is submitted to the registering authority, the result of the stage should be an entry to the register that the company is in the process of liquidation.

Stage 2. Publication in the "Herald" and in Efrsofdyul

A prerequisite for the liquidation of the company is the publication in the magazine "Bulletin of State Registration". This is done so that the company's creditors (if any) have learned that their debtor is going to be eliminated. And so that they can declare their requirements. The minimum term for statement of requirements is 2 months. As a rule, such a term and declare.

Important:

Publications need to specify a reliable address. It can be a home address of one of the participants, or director.

By the way, at the same time start the elimination and submit a publication in the "Bulletin" it is impossible. There will be a sheet of record that the company is in the process of liquidation.

Another requirement appeared last year - it is necessary to apply for the start of elimination to publish on another resource - EPRSFDUL. The rest of the publications in the course of the process will make the registering authority itself.

If, after two months, lenders will not apply for their requirements, the debt is considered farewell. So, it applies to it the duty to pay the income tax of the organization.

After two months after the publication passed, the register of the requirements of all company creditors is drawn up. As well as intermediate liquidation balance.

Stage 3. Drawing up an intermediate liquidation balance

The intermediate liquidation balance (in the form of an accounting balance) is drawn up with respect to all assets, liabilities, debt, receivables, etc. That is, it must reflect the financial condition of the company being liquidated, and give an understanding of whether all the property, funds and receivers have enough coverage of all claims of creditors.

If only enough - elimination continues further. If not, the company goes along the path of simplified bankruptcy, but we will tell about it in a separate post.

So, the register of creditors is compiled, the intermediate liquidation balance is compiled (PRS), it's time to notify the tax.

The meeting of participants is convened again, the agenda is the approval of the intermediate liquidation balance. He is taken by a simple majority of votes (paragraph 3 of paragraph 8 of Art. 37 of the Law on OOO).

The following is notified, the registering authority is notified, the result is an entry into an incorporation on the compilation of PRS.

Stage 4. Calculations with creditors

At this stage, the liquidation commission, or liquidator, is implemented by the company's property, charges receivable. And in the end, they are calculated with creditors according to their requirements. If, after the calculations, something remains, it is necessary to distribute between the participants according to their shares in the authorized capital.

Requirements of creditors must be repaid completely, otherwise it was necessary to make a decision on a simplified bankruptcy procedure. At the same stage, preparations are being prepared for the completion of liquidation. .

Experts know

How to eliminate Ltd. with any debts without a tax audit

Decisions on liquidation. Stage 5. Liquidation Balance

The liquidation balance must be zero. There is no property, there is no debt, no accounts, there is no money. Also, it is also necessary to close all the company's accounts, and documents must be prepared for the archive.

Request the act of reconciliation with your territorial tax. If you have to give them at least 5 kopecks, you will not be allowed to eliminate the company.

After its preparation, the meeting of participants is convened. At this meeting agenda - approval of the liquidation balance. The decision is also made by a simple majority of votes.

After that, it is necessary to notify the registering authority. Result - entry to the incorporation about the termination of activities due to liquidation.

In which cases you need to choose liquidation

The liquidation should be chosen or if there is no accounts payable at all, or if property, funds and receivables are enough to cover all creditors' claims. It can do everything before deciding.

Also extremely undesirable to launch elimination, if the company is in the risk group for the on-site tax audit. Since the beginning of the elimination of the machine will launch it. It will not be possible to start elimination if there are no participants in the Company in accessibility. Because they make all the decisions. There will have to work on their search, or remove them from among those through the court. In any case, you need

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