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Liquidation of the LLC on its own

Prehistory


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

So, close


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

Hmm ... And what to do?

A search for accounting firms showed that a certain service to liquidate an LLC costs 20-35 thousand rubles. This is because, since last year, new rules have been adopted in our country regarding the activities of legal entities. More precisely, the increased cost of the service is based on the fact that according to the new rules this process is very difficult and long, therefore expensive. Of course, we were not going to pay so much money. We didn’t have any tax debts, we didn’t participate in the gray cash schemes, we submitted reports. In general, all of them are so white and fluffy they decided to go through the procedure themselves.
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By the way, 4 choices of “closure” were offered:
So, the choice is made, the Internet is read. All the necessary reporting surrendered. We begin.

Step 1 A: Liquidation Decision

The first thing that should happen during the liquidation of an LLC is the meeting of the founders; there are three items on the agenda: the adoption of the Decision on the liquidation of the Company, the creation of the Liquidation Commission and the approval of the Procedure and deadlines for 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, the commission. It is possible to find recommendations on the Internet, which professions should be included in its membership. But we don’t need it at all, we get along with the appointment of a Liquidator - this is one person who acts on behalf of the company from now on and conducts the entire liquidation process. Anyone can be a liquidator. In our case, this is the director, since 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 in the form 15001 - Notification of the decision to liquidate a legal entity, Form 15002 - Notification of the formation of the liquidation committee of the legal
the person appointing the liquidator (bankruptcy trustee). It should be noted that since last year, all forms provided for making changes in the register entry must be notarized. This means that with the completed form, the liquidator needs to come to the notary office and sign in the presence of a notary. The signature of the Liquidator is certified. At the reception from the Notary we find out that literally last week the prices for certifying one signature increased from 300 to 600 rubles (the notary checked, not the first year they went to him).

Also, the notary needs a fresh extract from the Unified Register of Legal Entities (the unified state register of legal entities). Ordered to the tax at the place of registration, execution time - 5 calendar days. Receive on the spot, otherwise sent by mail to the legal address of the organization.

In the first step, we have a package of documents (provided to the tax authorities and for notarized forms):
All this is attributed to the tax inspectorate at the place of registration of the LLC.

Tip: Always carry a stapler or stapled multi-ply. The tax is not very good for documents not fastened or carelessly filed.
And also, 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 lk) - the decision on the appointment.

Spent money:
When submitting documents, you are informed (verbally) that on such a date (approximately 10 days later) you need to go for a Certificate of Decision on the liquidation of a legal entity and a Certificate of Appointment of a liquidator or liquidation commission , as well as extracts from the Incorporation . Do not forget to pick them up, it is still needed.

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

Step 1B: Publishing in the Herald

Be sure to post a message about the liquidation of your Company in a specialized publication - State Registration Herald. To do this, you need to fill out and send a questionnaire by mail, installing the program from their website, come to their office for the bill, pay the bill and bring them supporting documents from the bank.

The bill for the publication can be paid from the organization's PC, or from physical. faces. In this case, we are spared from additional account transactions.

Documents for publication in the Bulletin:
The last two documents with blue seals you leave in the wording.

When drafting the Procedure and deadlines for liquidation, it is necessary to take into account that the Bulletin is issued once a week, on Wednesdays, and announcements are accepted until Wednesday in the number that comes out in a week. We have 1-2 weeks delay.

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

Spent money:
Step 2 A: Creditors

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

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

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

Drawing up the PLB

Now we need to tell the tax, how much money we have after settling with creditors. I do not know why, but up to this point we were sure that the PLB 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 is nothing special for a person without an economic education. We had, nevertheless, to turn to an accounting firm, where for a small amount we had a balance sheet as of the date of submission of documents. With a flick of the wrist, the BB turns into a PLB (just changing the title). The balance must be made in thousands of rubles.

We are writing a cover letter to the Inspectorate of Tax Inspection that at the time of drawing up the PSB there were no creditors' claims.

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

Before further action, go to the Inspection of the Federal Tax Service for approval of the PLB (2 copies). One is left to itself, the second one is stamped and given to you.

Fill out and certify Form 15003 - Notice of the preparation of the interim liquidation balance sheet.

For the certification form 15003 you need to provide a notary:
Getting help from PF

You need to have a certificate of no arrears to the pension fund.
To do this, you must report the payment of fees to the Pension Fund at the end of the current reporting period by submitting a report on the RSV-1 form and bring it along with a free-form statement asking for a certificate.

Documents for obtaining a certificate from the Pension Fund about the absence of debts:
Interdistrict IFTS?

About the fact that further actions are not carried out in the local, and in the inter-district tax inspectorate, we learned when we already came to give documents. It turns out again the new rules of registration, introduced "2 weeks ago."

Documents in the second step for submission to the Interdistrict IFTS:
Spent money:
In the specified (orally) term (7 working days) we return for a certificate and an extract.

Step 3: Close the account

In general, this item should go penultimate: you can not close the account until all possible financial transactions are completed. I checked it on my own skin, but this is rather a topic for another semi-post.

Because we, fluffy, didn’t have practically anything in the account (301 rubles), and the bank takes a monthly fee for maintaining the account, then about a month after the start of the liquidation procedure, we had to close the account in order not to go into negative. Again, in order to avoid unnecessary bookkeeping operations: deposit money into an account to support monthly payments. 1 ruble went to the bank’s earnings, which would be worth taking a supporting document, but the liquidator slowed down.

The closure of the account 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 obsolete, so I had to fill out another one, right on the spot.

Advice: it is better to be polite with tax inspectors. They, in principle, were not obliged to print out a new form for me, but could simply send the forest with the wrong documents.

Step 4: Drawing up a liquidation balance sheet

Here you have to pay the state duty for making changes to the state register of the LE. We go to the savings bank (the account has already been closed) or we pay from the organization’s account - 800 rubles. Details are listed for your tax site. They also managed to raise the cost this year, in the past it would have cost 2 times less.
Again, politeness. We forgot about specifying the BCF of the payment (budget classification code), and the cashier girl kindly helped us by quickly finding out.

For the preparation of the LB appeal to the same company. In our case, it differs only in that the authorized capital is listed as calculations made with the founder; nevertheless, they charged us for it.

We convene a meeting of the founders and sign Minutes No. 3, the LB's approval is on the agenda.

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

Here we are told that we need to pass the declaration on the USN for the current year , but in the column for the reporting period indicate "50" - because year is not completed at the time of compilation. Because We didn’t have activity this year, we put down dashes, we pass. On their own.

Fill out the form 16001 -, we assure the 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 the queues are smaller. Take note of the future.

We read on the Internet that sometimes TV tax rebuke a certificate from the Pension Fund, which we have already referred. Well, we are not in a bummer, order again, pick up on the 3rd day.

Documents for submission to interdistrict IFTS:
and again, just in case:
In the specified period we return for a certificate that a record of our liquidation has been entered in the register.

Spent money:

The end?


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

Still have to be calculations for personal income tax. But at the time of liquidation (and in this reporting period) we didn’t have workers, so we wrote a letter to the Federal Tax Service Inspectorate regarding the place of registration that nobody paid wages to anyone.

Total costs


Calendar action: 6 months. (The beginning of the procedure is March 4, the end is August 22. In principle, it was possible to hurry and save a couple of months).

Money: 8050 rub.

Trips to the instances: 6 times - IFSN at the place of registration, 4 times - interdistrict 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.

Source: https://habr.com/ru/post/100396/

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