LLC liquidation on its own

    Background


    Once upon a time, we came up with one very interesting service that was not in our city at that time. Further there should have been a description of the process of creation, work, the financial crisis in general and in the selected industry in particular. In general, for certain objective reasons, it was decided to liquidate the LLC open for the project.

    So close


    And so, at the next production meeting, it was decided to shoot the agonizing horse.

    Hmm ... what to do then?

    A search by accounting firms showed that a certain service for the liquidation of LLC costs 20-35 thousand rubles. This is because since last year in our country, new rules have been adopted regarding the activities of legal entities. More precisely, the increased cost of the service was based on the fact that, under the new rules, this process is very difficult and long, and therefore expensive. Of course, we were not going to pay that much money. We did not have debts to the tax, we did not participate in gray schemes for receiving cash, we submitted reports. In general, all of us so white and fluffy decided to go through the procedure themselves.

    By the way, a choice of 4 options for "closing" was offered:
    • officially, long and expensive - not every company was ready to guide us through the full procedure, and offered the following:
    • through the "sleepwalkers" or "astronauts", I don’t remember exactly, but the point is in re-registering the company as left-wing people. Cheaper and faster.
    • to sell the company - here they gave us money b. Everything rested on the buyer - there was one, but he did not dare.
    • quit - do not submit reports, etc., and in a year the office should be liquidated on the initiative of the tax.
    So, the choice is made, the Internet is read. All necessary reporting surrendered. We begin.

    Step 1 A: Decision to Eliminate

    The first thing that should happen during the liquidation of an LLC is a meeting of the founders, there are three items on the agenda: adoption of a Decision on the liquidation of the Company, the creation of a Liquidation Commission and approval of the Procedure and timing of liquidation . Documents are approved by the meeting of the founders, or by the decision of the participant, if the founder of the Company is one.

    So commission. On the Internet you can find recommendations on which professions it is better to include in its composition. But we don’t need it at all, we manage with the appointment of the Liquidator - this is one person who from now on acts on behalf of the company and conducts the entire liquidation process. Anyone can be a liquidator. In our case, this is the director, because He lives in the city where the company is registered.
    All further actions are performed by the Liquidator (or the chairman of the liquidation commission).

    Next, fill out the form 15001 - Notification of a decision on the liquidation of a legal entity, form 15002 - Notification of the formation of a liquidation commission of a legal
    entity, the appointment of a liquidator (bankruptcy trustee). It should be noted that since last year, all forms provided for making changes to the entries in the register must be notarized. This means that with the completed form, the liquidator needs to come to the notary's office and sign in the presence of the notary. The signature of the Liquidator is certified. At the reception with the Notary we learn that just last week, prices for certification of one signature rose from 300 to 600 rubles (a notary verified, not the first year they went to him).

    Also, a notary needs a fresh extract from the register (a unified state register of legal entities). It is ordered at the tax office at the place of registration, the due date is 5 calendar days. Receive on the spot, otherwise sent by mail to the legal address of the organization.

    At the first step, we have a package of documents (submitted to the tax office and for notarization of forms):
    • form 15001
    • form 15002
    • Minutes No. 1 of the meeting of founders (decision of the participant)
    • liquidation decision
    • decision on the appointment of a liquidator
    • procedure and terms for liquidation
    All this is attributed to the IFTS at the place of registration of the LLC.

    Tip: always have a stapler or multifunction with staples. The tax authorities are not very good about documents not fastened or carelessly filed.
    And yet, to have with you all the constituent documents and certificates, as well as a passport and a document confirming the powers of the Liquidator (chairman of the committee), the decision on the appointment.

    Money spent:
    • 600 rub - certification of two signatures, 2 * 300 (taken at the old cost as with regular customers).
    When submitting documents, you are notified (verbally) that on a certain date (after about 10 days) you need to go to get a Certificate of decision on the liquidation of a legal entity and a Certificate of appointment of a liquidator or a liquidation commission , as well as an extract from the register . Do not forget to pick them up, it will still be needed.

    Within 3 days from the date of the decision on liquidation, you need to make one necessary thing:

    Step 1 B: Publishing in the Herald

    Be sure to place a message on the liquidation of your Company in a specialized publication - the Bulletin of State Registration. To do this, fill out and send by mail the application form, installing the program from their website, come to their office at the expense, pay the bill and bring them supporting documents from the bank.

    The bill for publication can be paid from the PC of the organization, or from physical. faces. In this case, we are relieved of additional operations on the account.

    Documents for publication in the Bulletin:
    • e-mail application
    • document from the bank confirming payment of the bill
    • decision on the appointment of a liquidator
    • liquidation decision
    • procedure and terms for liquidation
    You leave the last two documents with blue prints in the editorial office.

    When drawing up the Procedure and terms for liquidation, it is necessary to take into account that Vestnik is published once a week, on Wednesdays, and announcements are received until Wednesday inclusively in the number that will be released in a week. We have 1-2 weeks delay.

    In the editorial office we will be given a copy of the questionnaire and an invoice, which we then carry with us. The journal itself with the publication, in principle, is not needed, especially for 390 rubles. But you can order it as a keepsake, if you want.

    Money spent:
    • 950 rub - ad 16 cm 2 (approximately)
    • 100 rubles - bank commission for transfer
    Step 2 A: Lenders

    After publication, at least 2 months should pass before the next step. This is the period during which your creditors may present their claims to you. We, white and fluffy, did not take loans, everything is simple with us.

    If you took loans, then after the due period (determined by you in the Procedure and terms, but not less than 2 months), you must pay off the creditors. Naturally, your current account should still be open.

    Step 2 B: Preparation of an interim liquidation balance sheet and obtaining a certificate from the Pension Fund

    Drafting

    Now we need to tell the tax authority how much money we have after settling with creditors. I don’t know why, but up to this point we were sure that the PSB is in free form. But they just sat down to write it, as it turned out that the free form is a form of the balance sheet, and there a person without economic education has nothing to do. Nevertheless, we had to turn to an accounting firm, where for a small amount we had a balance sheet on the date of submission of documents. With a flick of the wrist, the BB turns into a PLB (just change the title). The balance should be made in thousands of rubles.

    We are writing a cover letter to the Federal Tax Service Inspectorate stating that at the time of compiling the PSB, no creditors' claims were presented.

    We hold a meeting of the founders (participant) and draw up a protocol. On the agenda is the preparation, approval of the interim liquidation balance sheet.

    Before further actions, we go to the IFTS for approval of the SSB (2 copies). One is left to itself, the other is sealed and given to you.

    We fill out and certify the form 15003 - Notification of the preparation of the interim liquidation balance sheet.

    To certify the form 15003 you need to provide the notary:
    • form 15003
    • extract from the register
    • Certificate of decision on the liquidation of a legal entity
    • Liquidator Appointment Certificate
    • Decision on the appointment of a liquidator
    Getting help from the PF

    You need to have a certificate of absence of debts to the pension fund.
    To do this, you must report on the payment of fees to the Pension Fund at the end of the current reporting period by submitting a report in the form of RSV-1 and bring it along with a free-form statement requesting information.

    Documents for obtaining a certificate from the PF about the absence of debts:
    • statement
    • liquidation decision
    • certificate of decision on liquidation
    • RSV-1 form at the end of the current period
    Interdistrict IFTS?

    About the fact that further actions are carried out not in the local, but in the inter-district IFTS, we learned when we had already come to give documents. It turns out that again the new registration rules are introduced “2 weeks ago”.

    Documents in the second step for submission to the Interdistrict IFTS:
    • form 15003
    • Minutes No. 2 of the meeting of the founders (decision of the participant)
    • interim liquidation balance sheet
    • cover letter of satisfaction of creditors
    • certificate from the PF about the absence of debt
    • documents from the Vestnik confirming publication (application form, invoice)
    Money spent:
    • 3000 rub - compilation of PLC in an accounting firm
    • 600 rub - form certification 15003
    At the indicated (oral) time (7 business days), we return for the Certificate and the statement.

    Step 3: close the account

    In general, this item should go penultimate: you can’t close an account until the end of all possible financial transactions. It has been tested on its own skin, but this is rather a topic for another half-post.

    Because we, fluffy, had practically nothing on our account (301 rubles), and the bank takes a monthly fee for maintaining the account, somewhere about a month after the start of the liquidation procedure, the account had to be closed so as not to go into minus. Again, to avoid unnecessary accounting operations: depositing money into an account to support monthly payments. 1 ruble went into the bank’s income, which would have been worth taking a supporting document, but the liquidator stalled.

    Account closure must also be reported to the IFTS at the place of registration within 2 days. The message form downloaded from the Internet turned out to be out of fashionoutdated, so I had to fill out another one, right on the spot.

    Tip: it is better to be polite with tax inspectors. In principle, they did not have to print out a new form for me, but they could just send me the wrong documents with the forest.

    Step 4: drawing up a liquidation balance sheet

    Here you already need to pay the state fee for making changes to the state register of legal entities. We go to the savings bank (we’ve already managed to close the account) or we pay 800 rubles from the organization’s account. Details are indicated for your tax on the site. We also managed to raise the cost this year, in the past it would have cost 2 times cheaper.
    Again, courtesy. We forgot about the indication of the BCC payment (budget classification code), and the cashier girl kindly helped us, quickly finding out everything.

    For compilation of LB, we turn to the same company. In our case, it differs only in that the authorized capital is written as settlements with the founder, nevertheless they took money from us.

    We convene a meeting of founders and sign Protocol No. 3, on the agenda - approval of the LB.

    We approve the LB in the tax at the place of registration, as well 2 copies, one with a seal is returned to you.

    Here we are told that it is necessary to submit a declaration on the simplified tax system for the current year , but indicate “50” in the column of the reporting period - because the year is not completed at the time of compilation. Because this year we didn’t have any activity, we put down dashes, we hand in. Independently.

    We fill out the form 16001 -, we certify with a notary. Our constant went on vacation, just from today. So we are looking for another, it turns out to be cheaper by 100 rubles. and queues are less. Take a note for the future.

    We read on the Internet that sometimes a TV tax will receive a certificate from the PF, which we have already attributed. Well, we are not in a bummer, we order again, on the 3rd day we pick up.

    Documents for submission to the inter-district IFTS:
    • form 16001
    • minutes No. 3 of the meeting of the founders (decision of the participant)
    • liquidation balance sheet
    • document from the bank on payment of state duty
    and again, just in case:
    • certificate from the PF about the absence of debt
    • documents from the Vestnik confirming publication (application form, invoice)
    In the indicated period, we return for the Certificate that an entry has been made in the register about our liquidation.

    Money spent:
    • 800 rub - state duty
    • 1500 rub. - drawing up a liquidation balance sheet in an accounting firm
    • 500 rub - form certification 16001

    The end?


    Not really. There should also be a tax audit of the company. But since we had almost no activity, and this year was not at all, we were only called to the tax office at the place of registration for "joint reconciliation of settlements with the budget and signing of the act." But this is after we received the final certificate.

    There should also be calculations on personal income tax. But at the time of liquidation (and in this reporting period) we did not have workers, therefore we wrote a letter to the Federal Tax Service Inspectorate at the place of registration that we did not accrue wages to anyone.

    Total costs


    Calendar action: 6 months. (The beginning of the procedure is March 4, the end is August 22. In principle, you could hurry up and save a couple of months).

    Money: 8050 rub.

    Instance trips: 6 times - IFTS at the place of registration, 4 times - inter-district IFTS, 4 times - pension fund. In total, it took no more than 3 working days, taking into account the road.

    Not so much about what we were offered.

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