Decision on liquidation of LLC with one founder. Detailed (step by step) instructions for the liquidation of an LLC with a single participant Liquidation of a legal entity with a single founder

Employment

The liquidation of an LLC is, on the one hand, the termination of all activities, and on the other, a rather lengthy process, accompanied by the preparation of many documents.

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If at the same time there is a single participant in the company, which can be a legal entity or an individual , then the fulfillment of all formalities is precisely his duty.

concept

LLC, according to the law, refers to corporate commercial organizations (). That is, the main purpose of its activity is to make a profit.

To achieve this goal, the founders decide to combine their property contributions into a single authorized capital , which will be divided into shares in proportion to the investments made.

According to their size, the profit received by the LLC will be distributed.

The founders make up the governing bodies of the company, they elect the general director and make all the most important decisions regarding the existence of the LLC.

In particular, the meeting of founders considers the issue of liquidation. But for the debts that have arisen as a result of making managerial decisions , the founders are responsible only with their shares in the management company and profits.

Legislation

The activities of business entities, including LLCs, are regulated by civil law.

General provisions are formulated in the Civil Code, in dedicated persons. All rules can be divided into those relating to legal entities in general (), to all commercial corporations () and directly to LLC ().
However, in more detail, all the features of the activities of the LLC are set out in a special one.

It is in it that you can find provisions on how an LLC is created and liquidated, what rights its participants have, how management is carried out, etc. The main document of each particular company is its Charter () .

Video: responsibility

How many participants can there be

The number of such participants is limited. There can be no more than 50 (). But the law allows the existence of a single founder. In this case, its share is considered equal to 100% .

As for the management of the organization, such a participant is the sole governing body and has maximum power.

This unanimity gives rise to a number of features:

creation, modification and liquidation is formalized not by the minutes of the meeting, but by the decision of the participant;
there is no memorandum of association;
the positions of the general director and chief accountant can be combined by the founder, and indefinitely;
the legal address may be the home address.

The sole founder may be a citizen or other legal entity, both Russian and foreign. But the law sets a number of restrictions.

commercial activity , for example, civil servants, as well as legal entities with a single founder and local authorities, cannot become founders

Step-by-step instruction

The law provides for the possibility of liquidating an LLC voluntarily or involuntarily.

In the first case, the decision to terminate the activity is made by the founder himself.
Secondly, a court on the claim of a state body.

In all other respects, the procedure will be the same in both cases. Unless liquidation occurs through recognition of insolvency.

Making a decision to terminate the activities of an LLC

The first step in liquidation is deciding to do so. The sole founder does not need to convene a general meeting and draw up a protocol. It is enough to draw up the following document: the decision of the sole founder to liquidate the LLC.

A sample can be found in legal reference systems or.

The document must indicate:

intention to liquidate the LLC;
procedure and terms of the procedure;
information about the liquidator (commission);
liquidator data.

The sole shareholder may appoint as a liquidator:

myself;
or one of the employees of the company, for example , the chief accountant or director;
or more workers.

The law allows any convenient option.

Drafting other documents

The decision to liquidate an LLC with one founder, a legal entity or a citizen, does not require notarization, like the minutes of the general meeting. It must be attached to the application to be submitted to the Federal Tax Service.

Form P15001 and an example of filling it out can be found on the website of this service or

This multi-page document is filled out and signed by the founder. If a representative acts on his behalf, then his authority must be confirmed by a power of attorney. Such a document, like a statement, requires notarization.

Submission of documents to the tax authority and funds

Within five days from the date of the decision, the founder or appointed liquidator notifies the Federal Tax Service of the commencement of liquidation by submitting an application and the decision attached to it.

You can submit documents:

personally;
mail;
or using the portal of electronic public services .

At the same time, it is required to notify the funds: pension and social insurance.

Unlike the Federal Tax Service, there is no uniform form for notifying these bodies.

Therefore, you need to personally contact the territorial office of the Pension Fund or the FSS. The inspector will help draft the notice in accordance with applicable regulations.

Public announcement of liquidation

Having received an extract from the Unified State Register of Legal Entities, you can proceed to the next step - notifying creditors.

To do this, the founder publishes an announcement in a special edition of the State Registration Bulletin.

In addition to such a public announcement, official letters are sent to creditors indicating the deadline for submitting claims. It cannot be less than the statutory limit - 2 months.

Compilation of the PLB

After the circulation period allotted for creditors has expired, an interim balance sheet is drawn up.

To avoid misunderstandings, it is best to use the standards of ordinary accounting documentation when creating it.

The PBL must contain the following information:

about the funds and property owned by the LLC;
about claims made by creditors;
solutions for these requirements.

To draw up such a balance sheet the founder (liquidator):

can himself;
or entrusts this activity to an accountant of an LLC, an outsourcing company, etc.

The finished document is approved by the founder and submitted to the Federal Tax Service for making an entry in the Unified State Register of Legal Entities.

Debt repayment

Debts are repaid in a certain order, prescribed in

tort obligations to citizens;
wages and severance pay to employees;
payments to the budget and funds;
all other obligations.

If the funds available on the accounts are not enough, then the missing amount can be obtained from the sale of part or all of the property.

The liquidation commission should be engaged in the organization of trading, the sale and calculation of the funds received.

If these funds are not enough, then further liquidation can occur through bankruptcy.

Drawing up LB

Having finished settlements with creditors, it is necessary to draw up another balance - liquidation. It reflects all the property that the LLC has left.

In the future, it can be transferred to the founder or directed to other purposes, for example, to charity.

The requirements for this document are the same as for the PBL. The balance is approved and transferred to the Federal Tax Service.

Sample letter of liquidation

The filing of an application for the closure of an LLC, that is, the state registration of this fact, will be the final action of the founder of the LLC or the liquidator appointed by him.

Form R16001 is submitted to the Federal Tax Service along with the LB. Sample is possible.

The submission options are the same:

personal appeal;
ordered letter;
e-government services.

Exclusion from the Unified State Register of Legal Entities

The liquidation of an LLC, like any legal entity, ends with state registration, that is, an entry in the Unified State Register of Legal Entities on the termination of activities.

From now on, if creditors have any questions to the society, they can challenge the liquidation exclusively through the courts.

Transfer of rights to other organizations in the event of liquidation is not provided.

For the founder, the state registration service is paid.

You need to pay a fee for it. Its size is small - only 800 rubles . The receipt is attached to the application along with the LB. After that, the tax authority makes an entry in the Unified State Register of Legal Entities and issues a certificate to the founder. Its preparation takes five days .

Questions

Consider the most controversial issues.

Temporary administration upon liquidation of an LLC with a single founder

The sole participant can liquidate the LLC on his own or entrust the conduct of this event to a commission composed of the company's employees.

The composition of the commission and the passport data of the participants are entered in the decision on liquidation.

After that, all powers are transferred to such an interim administration:

drawing up a balance sheet;
settlements with creditors;
dismissal of employees, etc.

taxes

Liquidation involves the settlement of all monetary obligations, including taxes. Existing debts will be revealed by a tax audit.

But the sole founder, who receives the property remaining after the liquidation, also has the obligation to pay taxes.

According to the Federal Tax Service, this is income in kind. Therefore, it is necessary to calculate and pay personal income tax from it. To calculate the amount of tax, you can use the book value of the property for which it is transferred.

retained earnings

The law allows the distribution of the property of the LLC, which will remain after all settlements with creditors, including undistributed ones.

But you need to make sure that all creditors have claimed their rights, that is, the time allotted for this has passed and that these claims (if any) are reflected in the interim balance sheet.

Information about the remaining unallocated funds should be contained in the liquidation balance sheet.

In other words , the LLC should not have debts, and retained earnings should be reflected in the documents, since the missing property (not included in the liquidation balance sheet) is not distributed.

At the notary

In the event that the company has fulfilled its purpose and is no longer needed, it is advisable to close it. The procedure for liquidating an LLC with a single participant, the step-by-step instructions for which are given below, is quite simple. It is even more simplified if the company's work history is not burdened with debts to employees, creditors and the budget.

The main stages of liquidation of the company

There are 4 major stages of the liquidation process. This:

preparatory;
preparation and compilation of an interim liquidation balance sheet;
preparation and compilation of the liquidation balance sheet;
final stage.

Preparatory stage of company liquidation

If by the time the only member of the LLC thought about the need to liquidate it, employees are still working in the organization, then the first thing to do is to resolve the issue of their dismissal.

There are two options for its solution, provided for by the Labor Code of the Russian Federation:

dismissal of employees in connection with the liquidation of the company;
dismissal of employees by agreement of the parties.

In terms of the financial burden on the enterprise, both of these options are almost equivalent, but when employees are fired by agreement of the parties, the “parting” occurs much faster and eliminates the occurrence of labor conflicts in the process of liquidating an LLC, both with one founder and with several.

The next action of the preparatory stage will be the publication of the decision of the sole participant to close the company and the appointment of the one who will carry it out. A variant is possible when the director or the participant himself will be appointed the liquidator. From this moment on, the powers of the director are considered terminated.

It is necessary to notify the registering division of the tax inspectorate about the decision taken within three days.

In this case, the liquidation procedure for an LLC with one founder provides for the submission of an application in the form P15001, signed by the liquidator (chairman of the liquidation commission) and notarized, and the original decision itself.

If employees do not agree to dismissal by agreement of the parties, then after the decision to close the company is issued, they (including directors) must be warned about the upcoming dismissal in two months.

The result of the preparatory stage will be an entry in the Unified State Register of Legal Entities that the company is in the process of liquidation.

Stage of preparation of the interim liquidation balance sheet (ILB)

The second stage includes notifying all interested parties about the upcoming closure, collecting information about all the assets and debts of the enterprise and including them in the BPL.

An individual notification must be sent to all creditors, information about which is in the closing organization.

This can be done in any way: by registered mail with notification, by e-mail, delivered on purpose, etc. But clear evidence must be obtained that the creditor has been notified of the decision. Otherwise, there is a risk of litigation with uninformed counterparties even after the firm is closed.

It is possible to notify all the rest of the liquidation through publication in the specialized publication "Bulletin of State Registration". Publication is paid.

Counterparties have the right to make claims against the liquidated organization. The deadline for submission must be specified in the notification, but not less than two months from the date of notification. The procedure for the liquidation of an LLC with one founder establishes that such a date is considered the latest of the dates: the date of publication of the notification in the media or the date of receipt from creditors of the latest confirmation of their receipt of an individual notification.

The tax inspectorate can also present its requirements, which also has the right to conduct a documentary audit. In this step-by-step instruction on the liquidation of an LLC with one founder, we strongly recommend during the second stage to carry out a reconciliation with the controllers, pay the arrears and return the overpayment to the current account.

After the expiration of the period for submitting claims from creditors, it is necessary to draw up a list of all persons claiming the return of debts. The total amount of these and other debts, as well as all known assets, is included in the PLB. The PLB is approved by the decision of the owner and submitted to the tax office.

Next, you need to notify the registering division of the tax authorities about the actions taken. To do this, we again draw up an application in the form P15001.

If the assets of the enterprise are not enough to pay off the claims of creditors, then the process of voluntary liquidation is terminated and the bankruptcy process begins.

Stage of preparation of the liquidation balance sheet (LB)

By the time it is drawn up, the liquidating company should not have employees and creditors. Otherwise, the liquidation procedure for an LLC with one founder will be violated, and liquidation registration will be denied.

An obligatory moment is the transfer to the archival authority of documents relating to former employees: personnel, "salary", etc.

The remaining assets from the payment of debts are distributed in favor of the participant or written off. The final reporting is compiled and submitted to the IFTS, PF and FSS. The LB is compiled and approved by the decision of the participant. It must also be submitted to the regulatory authority.

Liquidation

The actions taken must be reported to the registering division of the tax authorities by filling out an application in the form P16001 and paying the state duty.

As a result of the correct implementation of the steps to liquidate an LLC with a single participant, the step-by-step instructions of which are set out above, an entry should appear in the Unified State Register of Legal Entities stating that the company no longer exists.

There may be a different number of participants. Including one. But if this one founder wants to liquidate his company, then he will have to do it according to the procedure established by law.

Features of such an event

Although at the same time with a single founder it may have its own distinctive features:

Instead of a meeting of founders, the decision to liquidate is made by one person.
most often reside in one person. Therefore, when closing an enterprise, some legal subtleties arise when dismissing.
If there is only one founder, then he may be the only member of the liquidation commission.
The process of dividing the remains of property and assets of the company is simplified.

The liquidation of an LLC through a change of participants is discussed in the video below:

Liquidation procedure for an LLC with one founder

Stages

The liquidation of any company is a time-consuming process and requires a scrupulous approach. This also applies to those with a single founder. In order for the process to be transparent, without violations, it is necessary first of all to attend to the preparation and selection of the necessary set of documents. It usually contains:

A formalized decision of the founder to close the LLC. The composition of the commission for the liquidation of the LLC or the liquidator, who may be the sole founder, must also be appointed.
Application to the Federal Tax Service (form P15001 and form P15002).
An announcement with a designated liquidation procedure with a cover letter to the print media. These papers must be supported by a receipt for payment.
All accounting documentation of an LLC must be prepared for verification coming from the Federal Tax Service.
Balance (PLB).
Application to the Federal Tax Service (form Р16001).
Final balance.
Receipt for paid duty.
Confirmation of the absence of debt on the Pension Fund.

The decision of the sole founder (not the Protocol!) to liquidate an LLC with one participant (its sample example) is shown below.

The decision of the sole founder on the liquidation of the LLC (sample)

Procedure

After reviewing the list of necessary documents, and with an understanding of their need for their correct execution, you can proceed to the direct liquidation procedure:

Adoption by one founder of an official decision to liquidate the LLC. Document this decision. Appoint members of the liquidation commission. - Choose yourself as the liquidator.
The founder is obliged to notify the Federal Tax Service of his decision (form P15001) and the composition of the commission for the liquidation of the LLC (form P15002), submitting these papers to the tax office. This is the official start of the liquidation.
The next step is to place an announcement in the newspapers about the liquidation of the LLC with the specified procedure for applying to creditors. The deadline for applications should not be less than two months.
After two months after the announcements are submitted, the liquidator (or commission) draws up a balance sheet (PLB), which should reflect data on the property and assets available on the balance sheet of the LLC, and a list of financial claims of debtors and creditors against the company, including lawsuits. It must be consistent with the FTS.
Then you may have to endure.
The payment of all financial obligations of the LLC is made on the basis of the compiled register. The order of priority is determined by law.
After all calculations, the final balance sheet of the liquidation commission must be drawn up and submitted to the Federal Tax Service.
The funds and property remaining after all payments are received by the sole founder.
The founder reports the completion of the liquidation of the LLC to the tax office (form Р16001).
Information on the termination of the activities of the LLC is entered in.
And only after that the LLC was liquidated.

We will talk about the responsibility of the founder after the decision is made and other important nuances below.

Changing the name of the sole founder of an LLC requires some changes in the documents of the organization, which this video will tell about:

Helpful information

The order of priority in repayment of debts and loans upon liquidation of an LLC is determined by the tax code and cannot have violations when satisfying applicants. He is such a.

The liquidation procedure of an LLC where the sole founder acts as a legal entity is a little easier than in cases where there are several founders.

This is explained by the fact that there is no need to hold meetings with lengthy discussions to obtain consent to conduct this process.

When liquidating an LLC with a single participant, the step-by-step instructions depend on the chosen method of going through this procedure - voluntarily, through reorganization or through bankruptcy proceedings. The decision to choose any of these methods is made by the founder based on the presence or absence of debts, as well as taking into account the violations committed in the course of the organization's activities.

The procedure for the liquidation of an LLC with a single participant practically does not change depending on the choice of the method of liquidation. For each, there is a prerequisite for the preparation of all necessary documents described in the Tax and Civil Code of the Russian Federation. Moreover, these documents must be collected and submitted within a strictly defined period of time.

In order to liquidate an LLC with one participant, according to the law, an action should first be taken to draw up a decision to terminate the activities of the LLC.

In this decision (according to the adopted model of the decision on liquidation) the very fact of the desire of the founder to liquidate the company should be reflected.

The names of several or one member of the liquidation commission must be indicated.

The document is not notarized, but the signature of the founder must be present. By law, it is possible to appoint the founder himself as the sole liquidator of the LLC.

Based on the decision to liquidate, a notice is drawn up in accordance with forms No. 15001 and No. 15002. The first reports the imminent termination of the company's activities, and the second that a liquidation commission has been appointed on this issue.

With a voluntary liquidation procedure, it is not so difficult and time-consuming to carry out the entire process as in the case of declaring an organization bankrupt.

The bankruptcy of the company begins when the creditor files an application to the arbitration court with the requirement to declare the debtor company bankrupt due to the presence and non-payment of debts. Based on this application, the court decides on the commencement of bankruptcy proceedings.

The same start to this process can be made by the founder himself, by filing an application with a request to declare him bankrupt.

The application must be accompanied by accounting documents confirming the impossibility of payments under the assumed obligations.

If, after filing a statement of claim, within three months from the date set by the court, the LLC does not have the opportunity to pay off creditors, and the total amount of debts exceeds the limit established by law , then an abbreviated or full bankruptcy procedure may begin in relation to such an organization.

If the statement of claim is recognized as valid in the arbitration court, a meeting must be held within a period of not more than one month, at which a decision will be made to monitor the activities of the LLC.

Company management during liquidation

The management of the company during this period of liquidation passes under external management.

A specially appointed group of observers for a certain period of time (on average, about six months) will control the activities of the organization.

The main goal of the observers will be to determine the reality or fictitiousness of bankruptcy. As a result, based on the observation, a decision will be made to declare the company bankrupt or not.

After the analysis carried out by the observers, the management of activities is carried out on the basis of bankruptcy proceedings. To do this, a temporary manager is appointed for a period of 6 months to a year.

The main goal of his work is to satisfy all claims. The main ones are the return of debts to creditors and the payment of taxes to the state. To achieve these goals, the property of the debtor company is sold. Those debt obligations that have not been fulfilled during this time are recognized as written off from the debtor.

Enterprise reorganization

The reorganization of an enterprise occurs when the founder needs to rebuild the management structure or to be able to get out of a crisis situation.

The beginning of the reorganization actions, as in other moments, is the filing of an application with the tax authorities with a request for permission to carry out actions on:

Merging your organization with others and creating a new LLC, when all property and non-property rights, as well as obligations of the companies participating in this, are transferred to the newly created structure. At the end of this process, all its members are excluded from the state register.
Willingness to merge with an existing LLC. As a result, the company is also considered liquidated.
The division of one's own company into two or more smaller ones. At the same time, new legal entities are formed according to the number of newly created companies.
Transferring yourself as a legal entity to another type of ownership - to an individual entrepreneur or joint-stock company. As a result, the termination of activities and the transition to another form of organizational and legal form.
Separation from its structure on the basis of the separation balance sheet of the new organization . This organization receives part of the property and also has the rights and obligations of a new legal entity.

In addition to these points, there is a mixed form of the reorganization process, combining several of these options at once.

There is only one way to open a Limited Liability and several options for liquidating an LLC with a single member, step-by-step instructions will be required for those who are not strong in this matter. In this article, we will talk about how to close an LLC with a single founder without resorting to the help of lawyers.

Closing an LLC is a rather complicated process that requires preparation, preparation of special documents, and special events. It is carried out in several stages and often causes difficulties for those who are not familiar with the norms of the current legislation.

Difficulties may also arise because there are several options for closing the Society:

forced;
voluntary;
bankruptcy;
alternative.

Such a form of organization as an LLC is so popular that when opening a company, even those who are the sole founder choose it. In this case, closing the company is greatly simplified and can be of the following types:

voluntary;
reorganization;
bankruptcy.

Which one to choose, the founder decides for himself. We will focus on the first variant of closing.

Features of voluntary liquidation

Regardless of how many founders the company has, the package of documents required to make the appropriate changes to the Unified State Register of Legal Entities is the same for everyone. The closing procedure begins with the fact that the meeting of the founders decides to "turn off" the business. But if there is only one founder, then for obvious reasons no meeting is held, although the liquidation procedure remains standard and consists of the following steps:

decision-making;
preparation of documents;
provision of papers to the tax office;
publication in a printed periodical;
conducting an on-site inspection;
drawing up an interim balance sheet;
drawing up a liquidation balance sheet;
re-submission of papers to the tax office.

Let's consider each stage in more detail.

Decision-making

The founder of an LLC, having decided to close the company, must draw up a special document. In it, indicate who will be part of the liquidation commission. A prerequisite is the date and signature. Note that since there is only one founder, he can act as a liquidator.

Work with documents

The initiator (the sole founder or chairman of the liquidation commission) draws up an application in the form P15001. With this document, he notifies of the desire to close the company and the formation of a liquidation commission.

The application should be certified by a notary, and then taken to the tax office, attaching the decision. This must be done within three days from the moment the decision was made. Otherwise, you will have to pay a fine of 5000 ₽.

Publication in the media

A prerequisite is a public statement of the decision. An announcement about the closure of the company should be placed in the State Registration Bulletin. The text must contain the date of the decision, since the law gives creditors only 2 months to make claims, to try to return their funds if the Company owes them. The publication is not free, so you must attach a payment receipt to the text of the ad.

Passing the test

The closure of an LLC entails an on-site inspection. It will certainly be carried out if the LLC has salary debts or tax deductions have been made recently with violations.

If the company was checked recently or it has not been functioning for a long time, as evidenced by the regularly submitted zero reporting, the inspectors most likely will not come with the check. However, it is better not to take risks and tidy up the documentation.

Drawing up a balance sheet

Two months after publication, an interim balance sheet should be prepared showing all assets and debts. The decision to draw up an interim balance sheet and the balance sheet itself must be submitted to the tax office.

Then a liquidation balance sheet is drawn up. These data are also provided to the tax inspector, but not in free form, but on a form in the P16001 form. The document is also certified by a notary and submitted to the FTS unit.

The final stage. The package of prepared documents belongs to the tax office. At the same time, the state duty is paid, the amount of which today is 800 rubles. Civil servants check, and if everything is in order, within a week they register changes in the Unified State Register of Legal Entities. Notification that changes have been made is sent to the entrepreneur.

If errors were made in the preparation of business papers, the head of the LLC is denied registration of the liquidation of the LLC, and you will have to go through all the steps described again.

So, the closure of an LLC with a single founder in 2017 is carried out according to the same scheme as the liquidation of a company with several founders. Following the step-by-step instructions will allow you not to contact lawyers, carry out the procedure yourself and do everything right.