How to close an LLC in 2019 - step-by-step instructions + sample documents

Hello dear readers of the Rich Pro business magazine! In this article, we will talk about how to close an LLC, namely, consider the liquidation procedure and provide step-by-step instructions, following which closing an LLC (including with debts / through bankruptcy) will be a procedureplain and quick.

The concept of a legal entity is found in everyday life more and more often. Russian law implies a large number of different organizational and legal forms, that is, systems in which this or that company will exist.

However, one of the most popular types is a limited liability company, aka LLC. (The IP form is no less popular. We already wrote how to open an IP in a site publication)

The reasons for the popularity of the LLC are the simplicity of its creation, the sparing conditions for the formation and organization of all work, as well as the large amount of independence, which is no less important in the modern economy.

The procedure for registering an LLC as well as liquidation is fixed in the Civil Law. And if the start of activity of any of the companies does not cause particular difficulties, of course, given the established conditions, then closing a limited liability company will require a lot of effort, since this process includes many significant procedures necessary for the legal termination of any such activities of a legal entity.

For these reasons, the relevance of this issue does not decrease, and consideration of all the rules and nuances of liquidation, taking into account constantly changing legislation, is simply necessary.

So, from this article you will learn:

Types and procedures for the liquidation of LLC;
How to close an LLC in 2019 (step by step instructions);
How to declare an LLC bankrupt
Stages of bankruptcy of an LLC (liquidation of an organization with debts);
Features and nuances of the procedure, etc.

Among other things, other popular issues that arise with entrepreneurs will be considered.

How to close an LLC, including through bankruptcy, merger, reorganization, and so on, read further in the article, which also provides detailed step-by-step instructions for liquidation

1. When the decision is made to close the LLC - the main reasons

Before talking about how a legal entity in the form of an LLC ceases to operate, need to understand the reasons. (We already wrote about how to close an IP in our last issue, where we described step-by-step instructions on the liquidation and bankruptcy of an individual entrepreneur)

Most often, liquidation is carried out upon the occurrence of any specific circumstances that affect the decision of the founders.

It does not have to be a cessation of work in general; a legal entity can simply undergo any changes by using the liquidation method. This is important because the law also gives opportunity to reorganize LLCHowever, this is a different procedure with completely different conditions.

So, there are several cases when the founders of a limited liability company think about its liquidation.

These include:

Change in type of activity. Founders have every right to change the sphere in which their society originally worked. The law allows this option, but requires that the relevant regulations for amending the organization’s documents signed at its creation be observed.
Termination of activity. This option is very close to the first. The only difference is that there is no change of sphere, here any actions of one kind or another cease to be carried out. This also includes cases of changing the form in which the company wants to realize its ideas.
Liquidation by decision of the owner. As mentioned above, LLC is a very popular form of legal entity, this is caused, among other things, by one specific feature, namely the possibility of selling an LLC as a ready-made business. This is a good opportunity for owners (including decisions of beneficial owners). So, there are cases when he made such a decision, the question also arises of liquidating a legal entity.
Restructuring. The meaning of this circumstance is that there is a need to change the entire business system, which can be influenced by a huge number of factors, both external and internal.
Bankruptcy. Inability to pay all debts by a creditor is one of the most popular reasons for closing a business. The liquidation in this case also includes the process of declaring a company bankrupt, a lot of procedures are being implemented that contribute to paying off debts in the future, and the company itself ceases to exist. Read more about the bankruptcy procedure of a legal entity in our publications.

Most often, such situations arise under the influence of any factors. Usually this is the influence of the external environment.

Competition, contacts and suppliers, as well as consumers, - all these are those moments that can lead the company to a state of liquidation. However, do not forget about the internal situation of the organization. Often, personnel management or, for example, scientific and technological development undermines the legal entity’s performance, provoking the founders of the company to consider closing it.

Before you open a company, you need to carefully consider your business idea and calculate all the possible costs of organizing a business. How to write a business plan and what ideas for a business with minimal investment we already wrote in our issues.

The order of liquidation and its types

2. Types of liquidation of LLC: classic and alternative

Civil law gives some freedom to the founders of a limited liability company, offering several possible options for closing a legal entity.

The standard division of this process is considered to be the definition voluntary and mandatory liquidation. However, this classification is generalized and does not reflect all the methods and capabilities in the implementation of the process directly considered.

That is why the founder proposes two forms of liquidation of the society, namely the classic and alternative.

Classical Elimination limited liability companies involves the usual closure of the company without any possible risk reduction in the event of a tax audit. Usually, such a legal entity enters into such a process, which is quite capable of paying off all its debts, fulfilling its obligations and ceasing its activities without unnecessary procedures and sanctions.

So, the classical liquidation of LLC involves several stages:

making a decision to close the company, which is carried out by the founders after evaluating all the causes, external and internal factors, and, of course, the consequences of such actions;
the appointment of a liquidation commission, in some cases one liquidator, who will be involved in the entire further process;
posting information about the closure of the company in an official source - “Bulletin of State Registration”;
notification of all creditors of the decision;
formation of a liquidation balance sheet, at this stage it will be considered intermediate;
transfer to the tax authority of the liquidation balance sheet;
preparation of the remaining required documents and their transfer directly to the Federal Tax Service.

This process is considered classic just because, after all the above actions have been completed, the limited liability company closes without any additional special procedures.

Alternative liquidation limited liability companies are usually carried out through the use of specific techniques. They are not typical for the first option of closing a legal entity and are a kind of formal process.

So, it is customary to attribute the following actions to similar methods:

change in the composition of the founders or their complete change;
change of the general director of the organization;
liquidation or, in other words, reorganization in the form of a merger or takeover, which also entails the closure of the LLC.

Of course, in this embodiment, society continues to exist, actually changing shape, but without stopping its activities. However, self-closing an organization is always better and even easier to carry out. classical elimination method, since there are fewer risks of violation of the established regulations.

3. List of documents for the liquidation of LLC

In addition to determining the need for liquidation and the method of its implementation, it is necessary to clearly understand what papers are required for this process in order to prepare in advance everything that the law establishes.

In order to indicate documents of importance, you don’t need to invent anything, just go back to the legislation, which will give an idea of what the list of necessary papers looks like. It is quite extensive, which is not surprising. We suggest downloading samples of these same documents below.

So, today the liquidation of a limited liability company requires ten documents:

Decision or protocol on the liquidation of the company. It is filled and signed by the founders at the initial stage of the entire process of closing the organization. (Download a sample decision on the liquidation of LLC);
Interim liquidation balance sheet in the form prescribed by law (Download form 15001);
Decision on approval of the interim balance sheet during liquidation (PSB) - (Download a sample of the decision on approval of the PSB);
Notification of this approval of the PLB (Download Form 15003);
Notification of the appointment of either a liquidator or a liquidation commission, depending on the number of founders (Download form 15002);
Report on the decision to liquidate the limited liability company (Download form C-09-4);
A document confirming the notification of creditors of the closure of the company (Download a sample notice of liquidation of creditors);
Directly LB (liquidation balance sheet) (Download sample liquidation balance sheet);
Decision on its approval (Download sample decision on approval of the LB);
Application for registration of a company as liquidated in accordance with the form established by law (Download form 16001).

(rar, 272 kb). You can download a package of documents for the liquidation of an LLC with one document here. This list is exhaustive.

It must be remembered that during the liquidation of any legal entity, regardless of its legal form, papers are also required containing information about the company itself, including confirmation of its registration in the State Register.

Everything about the liquidation of LLC + step-by-step instructions on how to independently liquidate a limited liability company in 2019: procedure, stages and documents

4. How to close an LLC in 2019 - step-by-step instructions + procedure for liquidation of a company

The termination of any type of organization always has a number of very serious reasons. When the founders consider each of them, then one of the main decisions is made: to close or not to close.

Of course, you need to approach this issue carefully and very carefully, so that in the end don't make a mistake.

However, if nevertheless a decision was made to liquidate a legal entity, its founders immediately ask themselves: how to close a limited liability company?

To simplify the task, you can reflect a clear plan of action in the form of several steps aimed at achieving the desired result.

Step number 1. Decision-making

If the founder is committed to such significant changes, then it is necessary to draw up the relevant documents. This is important to do at the very first stage. So, if there is only one founder, then a decision on liquidation is drawn up and signed, if there are several of them, then a protocol that captures the signatures of each.

Download a sample solution to the elimination of LLC with a single participant

Download a sample protocol of the meeting on the liquidation of an LLC with several participants

An example of the minutes of an LLC meeting (with several founders):

Step number 2. Liquidation commission

A certain structure should be created that will deal with this issue in the future. For her appointment, or just for the election of one liquidator, it is necessary to inform the Tax Service about this and make an entry in the State Register.

If these conditions are met, then it is possible to form a group of liquidators, that is, a commission, which usually consists of either company executiveseither from founders or the participants. The decision to appoint a commission or an individual liquidator is taken by the general meeting, and in some cases by a judicial authority.

The liquidation commission, as well as the liquidator of the company, has a number of powers and performs the following functions:

notification of creditors of the closure of the company;
drawing up a liquidation balance sheet;
publication of information on liquidation in an official source;
sale of property of the organization;
debt repayment;
drawing up the final liquidation balance sheet;
distribution of the remaining property between the participants;
sending an application to the Federal Tax Service, in order to register information on the liquidation of the LLC.

After the performance of each of these functions, this is exactly how it should be, since these are mandatory actions for the appointed liquidation commission, a certificate is issued. This document confirms the fact of registration of information about the closure of a limited liability company, and then the LLC ceases to exist.

Step number 3. Publication of information on the liquidation of LLC

The law establishes the rule that liquidators should send relevant information on the closure of the company to an official source. He is Bulletin of state registration. This is necessary to maintain publicity so that the closure of the organization is not a secret for interested parties, and especially for creditors. For detailed information on the conditions for submitting applications, their forms and more, see the official website -vestnik-gosreg.ru

Step number 4. Notification to creditors. Field tax audit

Inform lenders of the liquidation of the company - required condition. They must understand that the company is terminating its activities and, accordingly, all existing debts must be paid. In this regard, there are a number of guarantees that protect the rights of creditors to demand fulfillment of obligations in their favor.

As for the tax audit, at the stage of liquidation of a legal entity, the most common cases of some hidden income or even non-payment of required taxes and fees.

It is with the aim of detecting violations of the law in this area that they conduct an on-site, that is, a comprehensive tax audit on the territory of the organization.

Step number 5. Formation of an interim liquidation balance sheet

These actions are also carried out liquidator. After all available claims have been submitted by creditors, but no later than 2 monthsThis balance is drawn up. It captures information about the property of the company, as well as obligations to creditors.

After, the balance is approved by the general meeting, then a notification of approval is compiled and sent to the registration authority. It is important to remember that the notice must have notarization.

In addition to the balance itself, documents such as statement, decision about approval of information on property and confirmation that all the necessary information was published in the Bulletin of State Registration.

If all the requirements are met, then the liquidation commission can safely proceed to the next stage of closing the company.

Step number 6. Final liquidation balance sheet and transfer of documents to the Tax authorities

Final fixing of the organization’s property is carried out only after all debts have been paid. This is necessary so that the remaining property was honestly distributed among the participants without violating obligations to third parties.

The system for compiling the final liquidation balance sheet coincides with the intermediate one. He claims that a decision is being drawn up. This is the last step before how the company will claim the status of a liquidated LLC.

After all the procedures with the property of the organization, its debts, all necessary documents must be correct decorated and prepared. At this stage, an application is submitted to the registration authority.

The form of such a statement is clearly fixed by law, a sample can provide any official legal resource.

It is also necessary to submit a certificate from the Pension Fund confirming the absence of debts, receipt of payment of state duty (starting from 2019, when filling out the liquidation of LLC in electronic form, state duty no). Submission of applications, certificates and other documentation is carried out liquidator or liquidation commission.

Step number 7. Certificate of liquidation of a limited liability company.

This stage is the last. He completes the rather difficult process of liquidating the LLC. The necessary package is transferred to the registering authority by a document.

If you recall, then it will include: lliquidation balance, a decision on its approval, a statement and a document that will confirm that all creditors are notified in time about the closure of the organization.

If the entire list is compiled, then the tax authority will 5 (five) days considers all papers, checks them and makes an entry in the Register on the liquidation of a limited liability company.

Based on this, a certificate is issued to the founders, and from that moment the legal entity ceases to exist.

After the liquidation of the LLC, you need to close the organization’s current account and submit all documents to the archive (destruction of seals, etc.)

5. What you need to do after closing the LLC

Formally, the closure of any legal entity ends just at the last of the above steps.

However, there are a couple more procedures that are important so that later on the limited liability company is not remembered how credit organizationsand tax authorities.

These actions include solution of the problem with settlement accounts of the company and documents that remained on the basis of. Only after these moments have been settled, you can completely forget about the previously existing society.

So the first one is payment account. It must be closed. You just need to contact the bank by providing a statement from the client of the bank and a certificate confirming that the LLC has been liquidated. To do this, it is enough to get an extract from the State Register.

Based on these securities, the Bank is obliged to close the LLC settlement account. Notify about it Tax authority and Pension fund owes the bank where the account was opened. After these procedures, the financial side of the issue closes completely, saving the founders from excessive control of state bodies.

The second action is delivery of documents and destruction of seals. All that needs to be archived is established by the Federal Law governing this area. After the implementation of this rule, the existence of a limited liability company can be forgotten without fear of attention from the controlling structures.

6. Cost and closing dates

Despite the fact that the decision to close the founders of a limited liability company is made independently, there are many restrictions.

The first of them is a clear liquidation procedure that drives the participants of the process into a certain framework, this can include the timing and even the cost of closing a legal entity. Stopping society in a short period of time is simply impossible, and this for some founders becomes a serious problem. But why?

The first catching eye - 3 (three) dayswhich should expire from the moment the decision to close is made.

Only after this information can be published in an official source, and this is another starting point of the new term, which is much higher than the previous one. Only later 2 (two) months after the information is posted in the State Registration Bulletin, a liquidation balance sheet is drawn up and presented. However, if there are fines and debts, then it is reduced to one month.

Another deadline to face is decision making. The tax authority determines the fate of the company during 5 (five) days.

Total LLC liquidation process may take more than one or even two months.

The state duty when applying for the liquidation of a Limited Liability Company in paper form is 800 rubles.

Since 2019, when filing an application in electronic form, there is no state duty for the liquidation of LLCs. But for this you will need to draw up an EDS (electronic digital signature)

7. The order of dismissal of employees upon liquidation of the organization 📖

Every company has a staff. Of course, a process such as the liquidation of an LLC cannot but affect them. The presence of workers does not deprive the founders of the right to close their organization, but they must take into account all the rights and interests of employees.

The first important rule in this regard implies that company employees should be notified of closure, and for 2 (two) months. This is usually just a written notice.

In addition, the employer must make sure that the employment service receives information about each employee. Position, profession, specialty, salary, - all this is reported to this service so that there is an alternative work option at the time of liquidation.

You should always remember that this order depends on the number of company employees. When dismissal occurs en masse, that is, the state includes over sixteen people, and this is the vast majority of cases, you must notify them no later than 3 (three) months.

Although this threshold is neither the maximum nor the minimum, it can vary depending on the sphere of activity and even the region in which the society is located. Also, of course, all employees, regardless of their number, must be paid wages, vacation pay and severance pay.

If the employer neglects these rules, then he may not only have problems with the process of liquidation of the LLC, but also conflicts with employeesthat is fraught with the intervention of the Labor Inspectorate.

Let us consider in more detail about the closure of an LLC in various cases, namely the liquidation of an LLC with debts (bankruptcy), a change of managers, reorganization, and so on.

8. Nuances of closing an LLC in different cases 📎

As noted at the beginning of the article, the reasons for accepting decisions on liquidation of a limited liability company very very diverse. They can be caused by many situations that are completely different from each other.

Of course, this affects the procedure for closing a legal entity. The law gives general concepts and provisions on how such a process should proceed, however, taking into account the specific features of each individual case is necessary.

Practice shows a number of possible options, which lead to the fact that the elimination, in addition to common features, also includes a number of features that are so important for its successful completion.

8.1. Liquidation of LLC with debts (bankruptcy)

Failure to pay debts to creditors is the most common reason for the liquidation of a limited liability company.

Bankruptcy in itself is a rather complicated procedure, and it is especially so when combined with the closure of a legal entity. However, this way to stop any activity welcome and is one of the most convenient for the founders.

This is because the company is declared bankrupt. allows you to write off debts, that is, exempt from obligations to creditors, and also does not entail any subsidiary, administrative or tax liability.

What is the peculiarity of closing an LLC with debts? The point is that it is impossible to declare a legal entity bankrupt without involving a specialist. His services cost a lot of money, and this often causes difficulties, since sometimes the price is equal to almost all of the company's debts.

In addition, very long deadlines have been set for such an option to liquidate society. Closing an LLC may take about 18 (eighteen) months, since the work of the directly involved specialist is also added to the liquidation procedure itself. It also requires a considerable amount of time.

There are two types of such termination of activity of a limited liability company: fulland simplified.

In the first case, bankruptcy is held in accordance with all the rules, with all costs and compliance with each condition required by law.

But the second option is therefore called simplified, which makes the procedure more flexible. In this case, only the interests of managers are affected.

Usually with a simplified bankruptcy procedure found not guilty this is a prerequisite, after which they are removed from the list of founders who will bear subsidiary responsibility.

8.2. Liquidation of LLC with zero balance

Not every company can boast a large income (profit) and form a substantial liquidation balance in the liquidation process.

There are frequent cases when a society has nothing at all and its balance can be considered zero. However, in order for this method of closing the company to operate fully, several conditions are necessary.

How to close a zero balance LLC?

To close a company with zero balance, it is necessary that the conditions coincide. These include zero income, costs organization her profit, lack of required social contributions and activities in general.

In addition, the tax authority must documents must be submittedthat would confirm all these facts. Only then is it possible to recognize the balance of the company as zero and on this basis to carry out its liquidation.

In the case when the balance of the LLC (limited liability company) is zero, three options are possible to terminate its activities.

The first - declare bankrupt. Second - an independent decision that conducting business taking into account the state of affairs is simply not advisable, that is, in this case, the founders voluntarily refuse further business. AND third - use of alternative methods. You can sell a business or simply reorganize a legal entity, but these are quite lengthy and costly procedures.

That is why in most cases business owners resort to bankruptcy proceedings, which simplifies their situation several times.

8.3. Through merger

Civil law identifies several forms of reorganization of a legal entity. However, the most common of them, directly related to the liquidation procedure, is merger. An attachment option is also possible, which is also not without use.

The difference between these two forms isthat in the first case, all organizations are liquidated and one new one is created on their basis, and in the second, only one company is subject to closure, which ultimately is part of another legal entity.

In any case, the liquidation procedure is implied, which makes this method one of the most simple and available for most situations.

When using one of the presented forms of reorganization, one should remember the succession. If the founders decided merge or join their society to another, they must remember that in addition to all rights and opportunities, will go and debts.

However, it is the fact that there are unfulfilled obligations to creditors that makes this method the most popular, because most often new organizations have enough funds and opportunities to pay off debts and establish a business.

8.4. By change of founders

This method of liquidating an enterprise belongs to the group of alternative types.

Here it is not necessary to carry out many complex procedures to close a limited liability company, moreover, in fact, it continues to exist and implement its actions, only the governing part is changing.

Change of founders, as well as chief accountants - prerequisite for this method. It is important that the new personnel are not participants in the LLC, otherwise the meaning of an alternative way to terminate business will be lost.

The procedure for this procedure is very simple. When the chief accountant is replaced, nothing is required except standard orders in the company itself.

In the case of heads of organizations, the participation of a tax authority is necessary. He is provided with information about the change of founders, which are entered, as a result, in the state register.

It is fair to say that the method of closing an enterprise always depends on the reasons. General provisions give only an abstract idea of what the process of liquidation of a legal entity should be, but in each specific situation it is necessary to study all aspects and choose the most suitable methods to deal with business problems.

8.5. Change in liquidation in 2019

The legislation has undergone many changes over the past few years. In 2016-2017, the situation on liquidation of a legal entity was seriously changed, at least in comparison with past standards. Some moments familiar to this procedure have been substantially edited.

The main provisions that have undergone a number of changes include the following exhaustive list:

The provision of information for publication in an official source is carried out only after the tax authority receives the necessary notification; previously, such a rule did not exist.
If earlier all the founders decided on the appointment of a liquidator, now such an opportunity passes exclusively to the leader.
Only the head can also declare liquidation at its initial stage, while earlier, any of the participants in the limited liability company could do this.
The two-month deadline for preparing the interim liquidation balance sheet is also an innovation in 2016. In addition, it is noted that if the liquidation is compulsory, then the balance is provided only after the decision of the court comes into force, and during tax audits, after all its results are completed, that is, at the end.

Liquidation of an LLC with debts - step-by-step instructions on how to declare an LLC bankrupt, a guide for bankruptcy of a limited liability company

9. Bankruptcy LLC - ways to liquidate LLC debt

The excess of the company's expenses over its revenues leads to the fact that it is simply not able to meet its obligations.

If a society does not have the ability to pay its creditors, and this happens more often than can be assumed, then it should be safely called insolvent. This concept involves the use of such a procedure as recognition of a legal entity bankrupt.

Such events are aimed at improving the financial condition of the organization, and if this is impossible, then lead it to liquidation. This is a great way to spare founders and a manager society from need pay debts legallyhowever, it will not be possible to talk about further unhindered and successful conduct of business.

9.1. Reasons and Signs of Bankruptcy

What does the insolvency of any company entail? There are many conditions that affect this factor. Some situations are so unique that it is simply not possible to write them to some general group.

However, a number of reasons are identified that are quite common and are considered the main ones on the path to bankruptcy.

Reason 1. Shortage in own assets

This factor has a very serious effect on the financial condition of society. Most often, the lack of assets is due to the inferior assistance of credit organizations, which significantly reduces the income of a legal entity.

The lack of working capital gradually leads the company to decline, eventually depriving it of the opportunity to receive new loans and, accordingly, to have funds for the further implementation of the business.

Reason 2. Lack of control over activities

A large number of deferred payments, too rapid expansion of the business, the provision of loans to those who in fact are not trustworthy, - all this affects the work of the company as a whole and is a reflection of the complete lack of control.

This is especially common when the organization is at the peak of its capabilities and has excellent profits. However, it was a mistake with lack of control that led to the decline of a large number of seemingly successful companies.

Reason 3. Deterioration of the state of society

This factor is always indicated by how profitable, financially active, and able to compete with other organizations.

As soon as any of these functions is undermined, we can safely say that society has embarked on the path of bankruptcy.

Reason 4. Uncompetitive Product

In this case, the improper use, creation of a particular product or even a bad demand for it can lead the company to bankruptcy, so its activities will be seriously stalled due to the inability to sell its own product.

Reason 5. Management errors, incorrect pricing and fierce competition

The listed reasons, both in aggregate and individually, can seriously shake the success of any company.

Not every organization can boast of decent management, and some at the same time also set too high prices, taking into account the fact that there is always an opportunity for an alternative on the market.

Reason 6. Economic crisis and unfavorable political atmosphere.

These reasons are external. They do not really depend on the organization itself, however, any company must take into account all the factors for a decent business and prevent possible difficulties.

Cause - this is what gives rise to certain events. However, how to determine that the situation prevailing in society is by all means related to bankruptcy.

The signs of this phenomenon will help to figure this out, and in other words, the prerequisites for the insolvency of a legal entity:

the inability to pay off debts within three months after the receipt of claims is the main sign of bankruptcy; without it, there can be no talk of this procedure;
increase in receivables;
jumps in the balance sheet of the company, and it doesn’t matter whether it’s assets or vice versa;
a sharp decrease or increase in inventories;
failure to provide the necessary documentation.

In addition to these signs, which are considered to be the main ones, sometimes indirect ones are also distinguished.

These can easily be attributed to disagreements among the leadership, overpricing, which is not justified, the delay in solving the tasks, as well as delegation of authoritywhich was inappropriate and most importantly inefficient.

9.2. Step-by-step bankruptcy instruction LLC - procedure

Russian law pays a lot of attention to issues related to the insolvency of legal entities. This happens because the bankruptcy procedure helps many organizations to stay afloat and restore their financial situation.

Of course, this does not always happen, but in addition to resuscitating a business, it can help it. liquidate under the most favorable conditions for founders and leaders.

The bankruptcy procedure has its own structure as well as the liquidation process. The first may be included in the second. However, at the same time, there are still several steps to declaring a person insolvent, that is, bankrupt.

9.2.1. Applying for liquidation

The first step, which lays the foundation for declaring a legal entity bankrupt, is related to going to court.

Application is sent only if available 3 (three) conditions, and they should be exclusively an aggregate.

These include: impossibility to pay a debt, default on 3 (three) months and the amount of debt should be equal 300 000 (three hundred thousand) rubles.

Important! If there is not even one of the requirements, then this procedure simply cannot be applied.

However, if all conditions are met, then the person concerned, and this may be either supervisoreither bankruptcy creditoreither bank or tax authorityfiled a petition with a request to recognize a limited liability company bankrupt.

It is worth noting that it is most profitable to send a statement to the debtor, since in this situation it will be arbitration manager appointed, which will lead the company to the status insolvent.

pros This method is that it does not take too much time. In addition, when the manager’s decision is made, then after a month you can apply to the arbitration court, which will confirm the amount of debts and acknowledge that the company is simply not able to fulfill its obligations.

If the debtor himself files bankruptcy, then this is most often favorably may affect the bankruptcy procedure, as the time saved can contribute to the improvement of the organization and will not lead to its final failure.

So, What else do you need to know about this step? Documents. There is always some list of papers required for all legal actions. They confirm certain important facts.

In this case, in addition to filing a petition with the court, the law establishes that the following documents are required:

extract from the State Register (register);
balance sheet;
documents on registration of LLC;
independent valuation of all tangible assets of the company;
a protocol approving the appointment of a company representative (debtor) in an arbitration court;
PSRN and registry, containing the requirements of all creditors.

9.2.2. Observation

This step is the beginning of those actions that are aimed at the practical side of the bankruptcy procedure. This stage is characterized by the fact that the limited liability company continues to work, adhering to the usual regime, however, in parallel with this, the appointed arbitration manager analyzes the financial situation of the company.

Important! During this period, leaders and founders can not carry out some legally significant actions, for example, distribute profits or carry out reorganization.
It is forbidden to make a number of important decisions.which are usually done by participants in the activities of the LLC.

Also at this stage, a register of creditors' claims is compiled. They form a meeting at which they solve all the necessary issues.

Observation is important because, as a result, the arbitration manager draws up a report that will be the basis of the decision made by the court.

The manager, having received everything necessary, will evaluate the situation and choose one of the possible options for further events.

It can be either excitement bankruptcy proceedingseither external management assignmenteither conclusion of an amicable agreement.

Also, to make such a decision, it is necessary to provide, along with the report, also the applications of all creditors.

9.2.3. Remediation as a way out of financial difficulties

Next step - recovery. Such events are aimed at ensuring that the limited liability company continues to exist and avoid liquidation.

Usually referred to rehabilitation creditors help, preferential taxation, - all those measures that are capable of improving precisely the financial situation.

However, it should be understood that company recovery is not always possible. This means that at the end of the bankruptcy procedure, a decision can be made don't sanitizeand liquidate the LLC with all the ensuing consequences.

9.2.4. Sale of company property

A similar step occurs when the court decides on the appointment of bankruptcy proceedings. The point is to conduct tenders where the property of bankrupt and debtors is sold. They agree on this and establish all essential conditions. lenders, by forming a meeting.

All actions on behalf of the company, namely the conclusion of sales contracts with buyers at open bidding and other issues, are carried out by the bankruptcy trustee.

It is important to understand that this step is characterized by the fact that the procedure for transferring company property is clearly defined.

Comes first indemnification, Further payments to laid-off workers, and only in the third turn all debts to creditors are repaid.

If the company has a loan in any bank or other credit institution, then repayment is carried out on the basis of a common register.

9.2.5. Settlement agreement

The easiest step in bankruptcy is peace between the parties. This, of course, does not always happen, but if the participants were able to agree, the court is fully capable of deciding in favor of this method.

The point is that at first there is a discussion of the situation, property is being sold, deferrals in payments are provided, which makes it possible to improve the position of the LLC. After this, the parties sign a settlement agreement, and the arbitration court subsequently approves this agreement.

This document regulates all the procedures and terms, which in the future will allow the debtor to fully fulfill their obligations without critical measures.

Cost and terms of liquidation of an LLC through bankruptcy

10. Declaration of LLC bankrupt - features of the bankruptcy process of the company

Any legal action has a number of specific features. Of course, the law captures a large number of general provisions that have big role for practice, since they are the foundation, however, the features of each of the legal processes should be attributed to special norms.

It requires and bankruptcy proceedings, which is considered one of the most unusual in civil law. As in the liquidation process itself, two features of the procedure under consideration are distinguished, namely the timing and cost.

1. Terms of bankruptcy proceedings

Bankruptcy proceedings take a very long period of time. This is explained by a considerable number of various processes that are interconnected.

Count on the fact that bankruptcy will take a couple of months not worth it, since only one of the procedures chosen by the court can take more than six months.

So, what are the terms allocated by this area?The first thing to remember is the duration of the first stage, that is, the observation. There are no restrictions on submitting an application, but the activities of an arbitration manager usually take several months, but according to the law, no more than seven.

Next, you should consider the procedures that can be elected by the court. Bankruptcy proceedings, as mentioned earlier, involve many actions with the property of society.

Bidding, meeting of creditors, conclusion of contracts, - all this in total can take a lot of time. This is especially clearly seen when the lower boundary is determined, namely 6 (months) six months.Bankruptcy proceedings may take years, but no less than six months.

Another procedure - reorganization. Here, the restrictions on the contrary relate to the upper limit. It is impossible for several decades to take advantage of the privileged position and the help of creditors to establish business. The maximum period of time for recovery is 2 (two) years.

However, there are exceptions. In some cases, namely with the voluntary liquidation of the company, it is possible to reduce the bankruptcy procedure to only seven months, which compared to the main process greatly simplifies the termination of activities.

Of course, such timing amendments arise only because this type of closure of a limited liability company does not imply events such as bankruptcy proceedings, external management or reorganization.

2. The cost of bankruptcy LLC

There is no state duty for the implementation of bankruptcy proceedings. However, in terms of costs, it would be better if the law established a mandatory one-time payment, since in general it is worth recognizing a legal entity insolvent at least 120,000 (one hundred twenty thousand) rubles.

The amount may increase, since bankruptcy involves different methods, which also have different costs. Most often, actions are evaluated based on 30 (thirty) thousand rubles in one month of work.

In this situation, paid:

Arbitration manager services
expenses incurred in the course of business.

Settlement takes place through an account with a bank owned by the arbitration court, and the funds are transferred by the person who filed for bankruptcy.

3. Intentional bankruptcy is a crime

To declare a legal entity insolvent, then free him from paying debts. It can be said that bankruptcy avoids the fulfillment of all monetary obligations.

This is a plus for those founders of the company who no longer value their activities and are ready to stop it, while getting rid of debts. And of course, judging by the meaning of this procedure, there are frequent cases when a company consciously brings itself to a state that worsens its financial situation and does not allow it to fulfill obligations.

Deliberate bankruptcy is always provoked. Its main features are the conclusion of transactions that disadvantageous and it was well known as well law violation, both in the issue of concluding agreements, and in the implementation of actions of governing bodies.

Who is dealing with this issue? Of course, the arbitration manager, who, in the process of analyzing the financial condition of the LLC, is able to determine whether the state of bankruptcy is justified. He studies all possible documents, conducts research on financial transactions and, as a result, draws conclusions.

If the evidence collected is sufficient to bring the charge, then they are transferred to the court. Speaking of responsibility for such an act, it can be safely noted that it is very diverse. This and property, and administrative, and even criminal liability. (According to the Civil and Criminal Codes (Federal Law No. 127))

Importantthat for deliberate bankruptcy to the head may face up to 6 (six) years conclusions, however, this is possible only when the state suffered serious losses.

11. Conclusion + video on the topic

Liquidation LLC (limited liability companies) - process associated with the termination of any type of its activity. The reasons for this are very diverse and sometimes so categorical that there simply cannot be another solution.

The closing procedure of the LLC itself is always take a lot of time, forces and even moneybut at the same time its significance is inexorable, since it helps save a legal entity from complete failure. And of course, speaking of the cessation of activity, one cannot help but recall bankruptcy.

Elimination is closely related to this procedure, since the other may depend on one. The most important thing to remember is that for a worthy termination of activity, that is, the liquidation of an LLC without violating the law, it should stock up on time and strictly follow established rules.

Otherwise, liability may arise, not even excluding criminal prosecution.

In conclusion, we advise you to look video about the liquidation of LLC, where the author-lawyer tells how to close a limited liability company:

That’s all with us.

Dear readers of RichPro.ru magazine, we will be very grateful if you share your opinions, experiences and comments on the topic of publication in the comments below.

We hope that our article (step-by-step instructions) will help you successfully complete the path to terminating the legal entity that you close.